Category
Industry
Companies
Contracts
Termination Clause Example with 435 Variations from Business Contracts
This page contains Termination clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Termination. (a) The Agent may terminate this Agreement, by written notice to the Company, as hereinafter specified at any time (1) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any Material Adverse Effect, or any development that would reasonably be expected to result in a Material Adverse Effect has occurred, which in the reasonable judgment of the Agent, is material and adverse and makes it impractical or inadvisable ...to market the Placement Shares, (2) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Agent, impracticable or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (3) if trading in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading generally on the Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market shall have occurred and be continuing, (5) if a major disruption of securities settlements or clearance services in the United States shall have occurred and be continuing, or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8 (Expenses), Section 10 (Indemnification), Section 11 (Survival of Representations), Section 17 (Governing Law; Consent to Jurisdiction) and Section 18 (Waiver of Jury Trial) hereof shall remain in full force and effect notwithstanding such termination. If the Agent elects to terminate this Agreement as provided in this Section 12(a), the Agent shall provide the required written notice as specified in Section 13 (Notices). (b) The Company shall have the right, by giving ten (10) days written notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (c) The Agent shall have the right, by giving ten (10) days written notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. 22 (d) Unless earlier terminated pursuant to this Section 12, this Agreement shall automatically terminate upon the issuance and sale of all of the Placement Shares through the Agent on the terms and subject to the conditions set forth herein; provided that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (e) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 12(a), (b), (c), or (d) above or otherwise by mutual agreement of the parties; provided, however, that any such termination by mutual agreement shall in all cases be deemed to provide that Section 8, Section 10, Section 11, Section 17 and Section 18 shall remain in full force and effect. (f) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however, that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be; provided, further, any termination of this Agreement in accordance with the terms of Section 12(b) or (c) shall not be effective until the date that is ten days after the date of such written notice. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such Placement Shares shall settle in accordance with the provisions of this Agreement. (g) Subject to the additional limitations set forth in Section 8 of this Agreement, in the event of termination of this Agreement prior to the sale of any Placement Shares, the Agent shall be entitled only to reimbursement of its out-of-pocket expenses actually incurred.
View More
Found in
SIEBERT FINANCIAL CORP contract
Variations of a "Termination" Clause from Business Contracts
Termination. (a) The Agent may terminate this Agreement, 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, if (i) any Material Adverse Effect, or any development that would could reasonably be expected to result in a Material Adverse Effect Effect, has occurred, which occurred that, in the reasonabl...e judgment of the Agent, is material and adverse and makes it impractical or inadvisable may materially impair the ability of the 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), the 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 the 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 the Agent, impracticable or inadvisable may materially impair the ability of the 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 Agent elects to terminate this Agreement as provided in this Section 12(a), 11(a), the 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 10 days' prior notice as hereinafter specified 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, 11(f), Section 16 and Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. 35 (c) The Agent shall have the right, by giving ten (10) days written 10 days' prior notice as hereinafter specified 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, 11(f), 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, 11, 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, 7(g), Section 9, Section 10, Section 11, 11(f), Section 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, 11(f), Section 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 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 Agent any discount or commission with respect to any Placement Shares, Shares not otherwise sold by the Agent under this Agreement; provided, however, that the Company shall be entitled only remain obligated to reimbursement of its out-of-pocket reimburse the Agent's expenses actually incurred. pursuant to Section 7(g).
View More
Termination. (a) The 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, if (i) any Material Adverse Effect, or any development that would could reasonably be expected to result in a Material Adverse Effect Effect, has occurred, which occurred that, in the reasonabl...e judgment of the Agent, is material and adverse and makes it impractical or inadvisable may materially impair the ability of the 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), the 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 the 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 the Agent, impracticable or inadvisable may materially impair the ability of the 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 Agent elects to terminate this Agreement as provided in this Section 12(a), 11(a), the 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 10 days' prior notice as hereinafter specified 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, 11(f), Section 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 10 days' prior notice as hereinafter specified 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, 11(f), Section 16 and Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. 22 34 (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 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, 11(f), Section 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, 11(f), Section 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 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 Agent any discount or commission with respect to any Placement Shares, Shares not otherwise sold by the Agent under this Agreement; provided, however, that the Company shall be entitled only remain obligated to reimbursement of its out-of-pocket reimburse the Agent's expenses actually incurred. pursuant to Section 7(g).
View More
Found in
Axsome Therapeutics, Inc. contract
Termination. (a) The Sales 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, Change, or any development that would could reasonably be expected to result in a Material Adverse Effect Change has occurred, which occurred that, in the reasonab...le judgment of the Sales Agent, is material and adverse and makes it impractical or inadvisable may materially impair the ability of the Sales Agent 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 case of any failure of the Company to deliver (or cause another person to deliver) any certification, opinion, or letter required under Sections 7(m), 7(n), or 7(o), the Sales Agent's right to 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, (iii) any other condition of the Sales Agent's obligations hereunder is not fulfilled, or (iv) any suspension or limitation of trading in the Placement Shares or in securities generally on the Exchange shall have occurred (including automatic halt in trading pursuant to market-decline triggers, other than those in which solely program trading is temporarily halted), or a major disruption of securities settlements or clearing services 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, shall have occurred, 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. Exchange. 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), 11(f), 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 Sales Agent elects to terminate this Agreement as provided in this Section 12(a), 11(a), the Sales Agent shall provide the required written notice as specified in Section 13 12 (Notices). (b) The Company shall have the right, by giving ten (10) days written days' notice as hereinafter specified in Section 12, 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, 11(f), Section 16 and Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. 30 (c) The Sales Agent shall have the right, by giving ten (10) days written days' notice as hereinafter specified in Section 12, 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, 11(f), 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, 11, this Agreement shall automatically terminate upon the issuance and sale of all of the Placement Shares to or through the Sales Agent 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, 11(f), Section 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), (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, 11(f), Section 16 and Section 17 and Section 18 shall remain in full force and effect. Upon termination of this Agreement, the Company shall not have any liability to the Sales Agent for any discount, commission or other compensation (except for expense reimbursement) with respect to any Placement Shares not otherwise sold by the Sales Agent under this Agreement. (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 Sales 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 termination shall not become effective until the close of business on such Settlement Date and 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 Sales 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, Change, or any development that would could reasonably be expected to result in a Material Adverse Effect Change has occurred, which occurred that, in the reasonab...le judgment of the Sales Agent, is material and adverse and makes it impractical or inadvisable may materially impair the ability of the Sales Agent 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 case of any failure of the Company to deliver (or cause another person to deliver) any certification, opinion, or letter required under Sections 7(m), 7(n), or 7(o), the Sales Agent's right to 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, (iii) any other condition of the Sales Agent's obligations hereunder is not fulfilled, or (iv) any suspension or limitation of trading in the Placement Shares or in securities generally on the Exchange shall have occurred (including automatic halt in trading pursuant to market-decline triggers, other than those in which solely program trading is temporarily halted), or a major disruption of securities settlements or clearing services 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, shall have occurred, 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. Exchange. 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), 11(f), 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 Sales Agent elects to terminate this Agreement as provided in this Section 12(a), 11(a), the Sales Agent shall provide the required written notice as specified in Section 13 12 (Notices). (b) The Company shall have the right, by giving ten (10) days written days' notice as hereinafter specified in Section 12, 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, 11(f), Section 16 and Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (c) The Sales Agent shall have the right, by giving ten (10) days written days' notice as hereinafter specified in Section 12, 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, 11(f), Section 16 and Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. 22 30 (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 to or through the Sales Agent 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, 11(f), Section 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), (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, 11(f), Section 16 and Section 17 and Section 18 shall remain in full force and effect. Upon termination of this Agreement, the Company shall not have any liability to the Sales Agent for any discount, commission or other compensation (except for expense reimbursement) with respect to any Placement Shares not otherwise sold by the Sales Agent under this Agreement. (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 Sales 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 termination shall not become effective until the close of business on such Settlement Date and such Placement Shares shall settle in accordance with the provisions of this Agreement. (g) Subject to the additional limitations set forth in Section 8 of this Agreement, in the event of termination of this Agreement prior to the sale of any Placement Shares, the Agent shall be entitled only to reimbursement of its out-of-pocket expenses actually incurred.
View More
Found in
ExOne Co contract
Termination. (a) The 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, if (i) any Material Adverse Effect, or any development that would could reasonably be expected to result in a Material Adverse Effect Effect, has occurred, which occurred that, in the reasonabl...e judgment of the Agent, is material and adverse and makes it impractical or inadvisable may materially impair the ability of the 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), the 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 the 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 the Agent, impracticable or inadvisable may materially impair the ability of the 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 Agent elects to terminate this Agreement as provided in this Section 12(a), 11(a), the 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 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, 36 7(g), Section 9, Section 10, Section 11, 11(f), Section 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 5 days' prior notice as hereinafter specified 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, 11(f), 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, 11, 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, 7(g), Section 9, Section 10, Section 11, 11(f), Section 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, 11(f), Section 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 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 Agent any discount or commission with respect to any Placement Shares, Shares not otherwise sold by the Agent under this Agreement; provided, however, that the Company shall be entitled only remain obligated to reimbursement of its out-of-pocket reimburse the Agent's expenses actually incurred. pursuant to Section 7(g).
View More
Found in
Dare Bioscience, Inc. contract
Termination. (a) The 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, if (i) any Material Adverse Effect, or any development that would could reasonably be expected to result in a Material Adverse Effect Effect, has occurred, which occurred that, in the reasonabl...e judgment of the Agent, is material and adverse and makes it impractical or inadvisable may materially impair the ability of the 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), the 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 the 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 the Agent, impracticable or inadvisable may materially impair the ability of the 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 Agent elects to terminate this Agreement as provided in this Section 12(a), 11(a), the 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 days' prior notice as hereinafter specified 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, 11(f), Section 16 and 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 days' prior notice as hereinafter specified 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, 11(f), 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, 11, 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, 7(g), Section 9, Section 10, Section 11, 11(f), Section 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, 11(f), Section 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 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 Agent any discount or commission with respect to any Placement Shares, Shares not otherwise sold by the Agent under this Agreement; provided, however, that the Company shall be entitled only remain obligated to reimbursement of its out-of-pocket reimburse the Agent's expenses actually incurred. pursuant to Section 7(g).
View More
Found in
FS Development Corp. contract
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, change, or any development that would reasonably be expected to result in or event involving a Material Adverse Effect has occurred, which prospective change, in the reasonable condition, financial or otherwise, or in... the business, properties, earnings, results of operations or prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, which individually or in the aggregate, in the sole judgment of the Agent, Agent is material and adverse and makes it impractical or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (2) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the 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 Sections 8 (Expenses), Section (Payment of Expenses), 10 (Indemnification), Section (Indemnification and Contribution), 11 (Survival of Representations), Section (Representations and Agreements to -27- Survive Delivery), 17 (Governing Law; Consent to Jurisdiction) Law and Section 18 (Waiver Time; Waiver of Jury Trial) and 18 (Consent to Jurisdiction) 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), 13(a), the Agent shall provide the required written notice as specified in Section 13 (Notices). 14 (Notices) hereof. (b) The Company shall have the right, by giving ten (10) days written five 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, Section 10, Section Sections 9, 11, Section 17 12, 18, 19 and Section 18 24 hereof shall remain in full force and effect notwithstanding such termination. (c) The Agent shall have the right, by giving ten (10) days written five days' notice as hereinafter specified to terminate under 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 Sections 9, 11, Section 17 12, 18, 19 and Section 18 24 hereof shall remain in full force and effect notwithstanding such termination. 22 (d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 13(a), (b), or (c) hereof 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 Sections 9, 11, 12, 18, 19 and 24 shall remain in full force and effect. Upon termination of this Agreement, the Company shall not have any liability to the Agent for any discount, commission or other compensation with respect to any Placement Shares not otherwise sold by the Agent under this Agreement. 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 through the Agent on the terms and subject to the conditions set forth herein; provided that the provisions of Section 8, Section 10, Section Sections 9, 11, Section 17 12, 18, 19 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 24 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 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.
View More
Found in
POTBELLY CORP contract
Termination. (a) The 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, if (i) any Material Adverse Effect, or any development that would could reasonably be expected to result in a Material Adverse Effect Effect, has occurred, which occurred that, in the reasonabl...e judgment of the Agent, is material and adverse and makes it impractical or inadvisable may materially impair the ability of the 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) and Section 7(n), the 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 the 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 the Agent, impracticable or inadvisable may materially impair the ability of the 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 Agent elects to terminate this Agreement as provided in this Section 12(a), 11(a), the Agent shall provide the required written notice as specified in Section 13 (Notices). 12. 27 (b) The Company shall have the right, by giving ten (10) days written 10 days' prior notice as hereinafter specified 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, 11(f), Section 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 10 days' prior notice as hereinafter specified 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, 11(f), 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, 11, 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, 7(g), Section 9, Section 10, Section 11, 11(f), Section 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, 11(f), Section 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 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 Agent any discount or commission with respect to any Placement Shares, Shares not otherwise sold by the Agent under this Agreement; provided, however, that the Company shall be entitled only remain obligated to reimbursement of its out-of-pocket reimburse the Agent's expenses actually incurred. pursuant to Section 7(g).
View More
Found in
EYENOVIA, INC. contract
Termination. (a) The Agent Univest 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 has occurred that is reasonably be expected likely to result in have a Material Adverse Effect has occurred, which occurred or in the reasonable sole judgment of the Agent, is mat...erial and adverse and Univest makes it impractical or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (2) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the sole judgment of the Agent, Univest, 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 Series A Preferred Stock has been suspended or limited by the Commission or the Exchange, or if trading generally on the Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market shall have occurred and be continuing, continuing for at least ten (10) Trading Days, (5) if a major disruption of securities settlements or clearance services in the United States shall have occurred and be continuing, or (6) if a banking moratorium has been declared by either U.S. Federal 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), 6 (Representations and Warranties of the Company), Section 10 (Indemnification), 9 (Payment of Expenses), Section 11 (Survival (Indemnification and Contribution), Section 12 (Representations and Agreements to Survive Delivery), Section 18 (Governing Law and Time; Waiver of Representations), Jury Trial), Section 17 (Governing Law; Consent 19 (Consent to Jurisdiction) and Section 18 (Waiver 24 (Absence of Jury Trial) Fiduciary Relationship) hereof (the provisions of each such section, a "Surviving Term," and collectively, the "Surviving Terms") shall remain in full force and effect notwithstanding such termination. If the Agent Univest elects to terminate this Agreement as provided in this Section 12(a), the Agent 13(a), Univest shall provide five (5) days' notice to the required written notice as specified Company in accordance with the terms of Section 13 (Notices). 14 hereof. 28 (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, Section 10, Section 11, Section 17 and Section 18 hereof Surviving Terms shall remain in full force and effect notwithstanding such termination. (c) The Agent Univest 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, Section 10, Section 11, Section 17 and Section 18 hereof Surviving Terms 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. [Intentionally Omitted]. (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 the Surviving Terms shall remain in full force and effect. Upon termination of this Agreement, the Company shall not have any liability to Univest for any discount, commission or other compensation with respect to any Placement Shares not otherwise sold by Univest under this Agreement. (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 Univest or the Company, as the case may be; provided, further, any termination of this Agreement in accordance with the terms of Section 12(b) or (c) shall not be effective until the date that is ten days after the date of such written notice. be. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such Placement Shares shall settle in accordance with the provisions of this Agreement. (g) Subject to the additional limitations set forth in Section 8 of this Agreement, in the event of termination of this Agreement prior to the sale of any Placement Shares, the Agent shall be entitled only to reimbursement of its out-of-pocket expenses actually incurred.
View More
Found in
MECHANICAL TECHNOLOGY INC contract
Termination. (a) The Agent MLV may terminate this Agreement, by written notice to the Company, as hereinafter specified at any time (1) if there has been, if, 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, Effect has occurred, or any development that would is reasonably be expected likely to result in have a Material Adverse Effect has occurred, which occurred or, in the reasonable sole judgment of the Agent, ML...V, is material and adverse and makes it impractical or inadvisable to market the Placement Shares, Securities or to enforce contracts for the sale of the Placement Securities, (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, MLV, impracticable or inadvisable to market the Placement Shares Securities or to enforce contracts for the sale of the Placement Shares, Securities, (3) if trading in the Common Preferred 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), 9 (Payment of Expenses), Section 11 (Survival of Representations), (Indemnification and Contribution), Section 17 (Governing Law; Consent 12 (Representations and Agreements to Jurisdiction) and Survive Delivery), Section 18 (Waiver (Governing Law and Time; Waiver of Jury Trial) and Section 19 (Consent to Jurisdiction) hereof shall remain in full force and effect notwithstanding such termination. If the Agent MLV elects to terminate this Agreement as provided in this Section 12(a), the Agent 13(a), MLV shall provide the required written notice as specified in Section 13 14 (Notices). (b) The Company shall have the right, by giving ten (10) days written days' notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 10, 9, Section 11, Section 17 12, Section 18 and Section 18 19 hereof shall remain in full force and effect notwithstanding such termination. (c) The Agent MLV 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, Section 10, 9, Section 11, Section 17 12, Section 18 and Section 18 19 hereof shall remain in full force and effect notwithstanding such termination. 22 36 (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 Securities through the Agent MLV on the terms and subject to the conditions set forth herein; provided herein except that the provisions of Section 8, Section 10, 9, Section 11, Section 17 12, Section 18 and Section 18 19 hereof shall remain in full force and effect notwithstanding such termination. (e) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 12(a), 13(a), (b), (c), or (d) above or otherwise by mutual agreement of the parties; provided, however, that any such termination by mutual agreement shall in all cases be deemed to provide that Section 8, Section 10, 9, Section 11, Section 17 12, Section 18 and Section 18 19 shall remain in full force and effect. Upon termination of this Agreement, the Company shall not have any liability to MLV for any discount, commission or other compensation with respect to any Placement Securities not otherwise sold by MLV under this Agreement. (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 MLV 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, Securities, such Placement Shares Securities shall settle in accordance with the provisions of this Agreement. (g) Subject to the additional limitations set forth in Section 8 of this Agreement, in the event of termination of this Agreement prior to the sale of any Placement Shares, the Agent shall be entitled only to reimbursement of its out-of-pocket expenses actually incurred.
View More
Found in
Exantas Capital Corp. contract
