Termination Clause Example with 435 Variations from Business Contracts

This page contains Termination clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Termination. (a) The Agent may terminate this Agreement, by written notice to the Company, as hereinafter specified at any time (1) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any Material Adverse Effect, or any development that would reasonably be expected to result in a Material Adverse Effect has occurred, which in the reasonable judgment of the Agent, is material and adverse and makes it impractical or inadvisable ...to market the Placement Shares, (2) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Agent, impracticable or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (3) if trading in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading generally on the Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market shall have occurred and be continuing, (5) if a major disruption of securities settlements or clearance services in the United States shall have occurred and be continuing, or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8 (Expenses), Section 10 (Indemnification), Section 11 (Survival of Representations), Section 17 (Governing Law; Consent to Jurisdiction) and Section 18 (Waiver of Jury Trial) hereof shall remain in full force and effect notwithstanding such termination. If the Agent elects to terminate this Agreement as provided in this Section 12(a), the Agent shall provide the required written notice as specified in Section 13 (Notices). (b) The Company shall have the right, by giving ten (10) days written notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (c) The Agent shall have the right, by giving ten (10) days written notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. 22 (d) Unless earlier terminated pursuant to this Section 12, this Agreement shall automatically terminate upon the issuance and sale of all of the Placement Shares through the Agent on the terms and subject to the conditions set forth herein; provided that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (e) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 12(a), (b), (c), or (d) above or otherwise by mutual agreement of the parties; provided, however, that any such termination by mutual agreement shall in all cases be deemed to provide that Section 8, Section 10, Section 11, Section 17 and Section 18 shall remain in full force and effect. (f) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however, that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be; provided, further, any termination of this Agreement in accordance with the terms of Section 12(b) or (c) shall not be effective until the date that is ten days after the date of such written notice. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such Placement Shares shall settle in accordance with the provisions of this Agreement. (g) Subject to the additional limitations set forth in Section 8 of this Agreement, in the event of termination of this Agreement prior to the sale of any Placement Shares, the Agent shall be entitled only to reimbursement of its out-of-pocket expenses actually incurred. View More
Found in SIEBERT FINANCIAL CORP contract

Variations of a "Termination" Clause from Business Contracts

Termination. (a) The Agent may terminate this Agreement, Company shall have the right, by giving written notice to the Company, as hereinafter specified at any time (1) if there has been, since specified, to terminate the time of execution provisions of this Agreement or since relating to the date as solicitation of which information is given offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with r...espect to any pending sale, through the Prospectus, any Material Adverse Effect, or any development that would reasonably be expected to result Agents for the Company, the obligations of the Company, including in a Material Adverse Effect has occurred, which in the reasonable judgment respect of compensation of the Agent, is material shall remain in full force and adverse effect notwithstanding the termination and makes it impractical or inadvisable to market (ii) the Placement Shares, (2) if there has occurred any material adverse change provisions of Sections 2, 5, 7, 8, 9, 10, 12, 14, 15 and 16 of this Agreement shall remain 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 full force and effect of which is notwithstanding such as to make it, in the judgment of the Agent, impracticable or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (3) if trading in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading generally on the Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market termination. (b) Either Agent shall have occurred and be continuing, (5) if a major disruption the right, by giving written notice as hereinafter specified, to terminate the provisions of securities settlements or clearance services this Agreement relating to the solicitation of offers to purchase the Shares in the United States shall have occurred and be continuing, or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8 (Expenses), Section 10 (Indemnification), Section 11 (Survival Sections 2, 5, 7, 8, 9, 10, 12, 14, 15 and 16 of Representations), Section 17 (Governing Law; Consent to Jurisdiction) and Section 18 (Waiver of Jury Trial) hereof this Agreement shall remain in full force and effect notwithstanding such termination. If the Agent elects to 30 (c) This Agreement shall automatically 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 on the date on which all of the Shares have been sold pursuant to this Agreement. Any such termination shall be without liability of any party to any other party Agreement, except that the provisions of Section Sections 2, 5, 7, 8, Section 9, 10, Section 11, Section 17 12, 14, 15 and Section 18 hereof 16 of this Agreement shall remain in full force and effect notwithstanding such termination. (c) The Agent shall have the right, by giving ten (10) days written notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. 22 (d) Unless earlier terminated pursuant to this Section 12, this Agreement shall automatically terminate upon the issuance and sale of all of the Placement Shares through the Agent on the terms and subject to the conditions set forth herein; provided that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (e) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 12(a), (b), (c), 8(a), (b) or (d) (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 Sections 2, 5, 7, 8, Section 9, 10, Section 11, Section 17 12, 14, 15 and Section 18 16 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 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 or Time of Delivery for any sale of Placement the Shares, such Placement Shares sale shall settle in accordance with the provisions of Section 3(a)(vii) of this Agreement. (g) Subject (f) In the case of any purchase of Shares by an Agent pursuant to a Terms Agreement, the obligations of such pursuant to such Terms Agreement shall be subject to termination, in the absolute discretion of such Agent, by notice given to the additional limitations set forth in Section 8 of this Agreement, in the event of termination of this Agreement Company prior to the sale Time of Delivery relating to such Shares, if at any time prior to such delivery and payment (i) trading in the Company's Common Stock shall have been suspended by the Commission or the NYSE MKT or trading in securities generally on the NYSE MKT shall have been suspended or limited or minimum prices shall have been established on such exchange, (ii) a banking moratorium shall have been declared either by Federal or New York State authorities or (iii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or other calamity or crisis the effect of which on financial markets is such as to make it, in the sole judgment of such Agent, impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Prospectus (exclusive of any Placement Shares, the Agent shall be entitled only to reimbursement of its out-of-pocket expenses actually incurred. amendment or supplement thereto). 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Found in Orchid Island Capital, Inc. contract
Termination. (a) The Agent may terminate this Agreement, Company shall have the right, by giving written notice to the Company, as hereinafter specified at any time (1) if there has been, since specified, to terminate the time of execution provisions of this Agreement or since relating to the date as solicitation of which information is given offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with r...espect to any pending sale, through 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 Agents for the reasonable judgment Company, the obligations of the Agent, is material and adverse and makes it impractical or inadvisable to market the Placement Shares, (2) if there has occurred any material adverse change Company, including in the financial markets in the United States or the international financial markets, any outbreak respect of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment compensation of the Agent, impracticable or inadvisable to market Agents, shall remain in full force and effect notwithstanding the Placement Shares or to enforce contracts for termination and (ii) the sale provisions of the Placement Shares, (3) if trading Sections 2, 5, 7, 8, 9, 10, 12, 14, 15 and 16 of this Agreement shall remain in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading generally on the Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market full force and effect notwithstanding such termination. (b) Each Agent shall have occurred and be continuing, (5) if a major disruption the right, by giving written notice as hereinafter specified, to terminate the provisions of securities settlements or clearance services this Agreement relating to the solicitation of offers to purchase the Shares in the United States shall have occurred and be continuing, or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8 (Expenses), Section 10 (Indemnification), Section 11 (Survival Sections 2, 5, 7, 8, 9, 10, 12, 14, 15 and 16 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 This Agreement shall have the right, by giving ten (10) days written notice as hereinafter specified to automatically terminate this Agreement in its sole discretion at any time after on the date on which all of the Shares have been sold pursuant to this Agreement. Any such termination shall be without liability of any party to any other party Agreement, except that the provisions of Section Sections 2, 5, 7, 8, Section 9, 10, Section 11, Section 17 12, 14, 15 and Section 18 hereof 16 of this Agreement shall remain in full force and effect notwithstanding such termination. 22 (d) Unless earlier terminated pursuant to this Section 12, this Agreement shall automatically terminate upon the issuance and sale of all of the Placement Shares through the Agent on the terms and subject to the conditions set forth herein; provided that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (e) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 12(a), (b), (c), 8(a), (b) or (d) (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 Sections 2, 5, 7, 8, Section 9, 10, Section 11, Section 17 12, 14, 15 and Section 18 16 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 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 or Time of Delivery for any sale of Placement the Shares, such Placement Shares sale shall settle in accordance with the provisions of Section 3(a)(vii) of this Agreement. (g) Subject 25 (f) In the case of any purchase of Shares by an Agent pursuant to a Terms Agreement, the obligations of such pursuant to such Terms Agreement shall be subject to termination, in the absolute discretion of such Agent, by notice given to the additional limitations set forth in Section 8 of this Agreement, in the event of termination of this Agreement Company prior to the sale Time of Delivery relating to such Shares, if at any time prior to such delivery and payment (i) trading in the Company's Common Stock shall have been suspended by the Commission or the NYSE or trading in securities generally on the NYSE shall have been suspended or limited or minimum prices shall have been established on such exchange, (ii) a banking moratorium shall have been declared either by Federal or New York State authorities or (iii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or other calamity or crisis the effect of which on financial markets is such as to make it, in the sole judgment of such Agent, impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Prospectus (exclusive of any Placement Shares, the Agent shall be entitled only to reimbursement of its out-of-pocket expenses actually incurred. amendment or supplement thereto). 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Found in Orchid Island Capital, Inc. contract
Termination. (a) The Agent may terminate this Agreement, Company shall have the right, by giving written notice to the Company, as hereinafter specified at any time (1) if there has been, since specified, to terminate the time of execution provisions of this Agreement or since relating to the date as solicitation of which information is given offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with r...espect to any pending sale, through 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 Agents for the reasonable judgment Company, the obligations of the Agent, is material and adverse and makes it impractical or inadvisable to market the Placement Shares, (2) if there has occurred any material adverse change Company, including in the financial markets in the United States or the international financial markets, any outbreak respect of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment compensation of the Agent, impracticable or inadvisable to market Agents, shall remain in full force and effect notwithstanding the Placement Shares or to enforce contracts for termination and (ii) the sale provisions of the Placement Shares, (3) if trading Sections 2, 5, 7, 8, 9, 10, 12, 14, 15 and 16 of this Agreement shall remain in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading generally on the Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market full force and effect notwithstanding such termination. (b) Each Agent shall have occurred and be continuing, (5) if a major disruption the right, by giving written notice as hereinafter specified, to terminate the provisions of securities settlements or clearance services this Agreement relating to the solicitation of offers to purchase the Shares in the United States shall have occurred and be continuing, or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8 (Expenses), Section 10 (Indemnification), Section 11 (Survival Sections 2, 5, 7, 8, 9, 10, 12, 14, 15 and 16 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 This Agreement shall have the right, by giving ten (10) days written notice as hereinafter specified to automatically terminate this Agreement in its sole discretion at any time after on the date on which all of the Shares have been sold pursuant to this Agreement. Any such termination shall be without liability of any party to any other party Agreement, except that the provisions of Section Sections 2, 5, 7, 8, Section 9, 10, Section 11, Section 17 12, 14, 15 and Section 18 hereof 16 of this Agreement shall remain in full force and effect notwithstanding such termination. 22 (d) Unless earlier terminated pursuant to this Section 12, this Agreement shall automatically terminate upon the issuance and sale of all of the Placement Shares through the Agent on the terms and subject to the conditions set forth herein; provided that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (e) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 12(a), (b), (c), 8(a), (b) or (d) (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 Sections 2, 5, 7, 8, Section 9, 10, Section 11, Section 17 12, 14, 15 and Section 18 16 shall remain in full force and effect. (f) 25 (e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however, provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent 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 or Time of Delivery for any sale of Placement the Shares, such Placement Shares sale shall settle in accordance with the provisions of Section 3(a)(vii) of this Agreement. (g) Subject (f) In the case of any purchase of Shares by an Agent pursuant to a Terms Agreement, the obligations of such pursuant to such Terms Agreement shall be subject to termination, in the absolute discretion of such Agent, by notice given to the additional limitations set forth in Section 8 of this Agreement, in the event of termination of this Agreement Company prior to the sale Time of Delivery relating to such Shares, if at any time prior to such delivery and payment (i) trading in the Company's Common Stock shall have been suspended by the Commission or the NYSE or trading in securities generally on the NYSE shall have been suspended or limited or minimum prices shall have been established on such exchange, (ii) a banking moratorium shall have been declared either by Federal or New York State authorities or (iii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or other calamity or crisis the effect of which on financial markets is such as to make it, in the sole judgment of such Agent, impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Prospectus (exclusive of any Placement Shares, the Agent shall be entitled only to reimbursement of its out-of-pocket expenses actually incurred. amendment or supplement thereto). 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Found in Orchid Island Capital, Inc. contract
Termination. (a) The Agent may terminate this Agreement, Company shall have the right, by giving written notice to the Company, as hereinafter specified at any time (1) if there has been, since specified, to terminate the time of execution provisions of this Agreement or since relating to the date as solicitation of which information is given offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with r...espect to any pending sale, through 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 Agents for the reasonable judgment Company, the obligations of the Agent, is material and adverse and makes it impractical or inadvisable to market the Placement Shares, (2) if there has occurred any material adverse change Company, including in the financial markets in the United States or the international financial markets, any outbreak respect of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment compensation of the Agent, impracticable or inadvisable to market Agents, shall remain in full force and effect notwithstanding the Placement Shares or to enforce contracts for termination and (ii) the sale provisions of the Placement Shares, (3) if trading Sections 2, 5, 7, 8, 9, 10, 12, 14, 15 and 16 of this Agreement shall remain in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading generally on the Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market full force and effect notwithstanding such termination. (b) Each Agent shall have occurred and be continuing, (5) if a major disruption the right, by giving written notice as hereinafter specified, to terminate the provisions of securities settlements or clearance services this Agreement relating to the solicitation of offers to purchase the Shares in the United States shall have occurred and be continuing, or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8 (Expenses), Section 10 (Indemnification), Section 11 (Survival Sections 2, 5, 7, 8, 9, 10, 12, 14, 15 and 16 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 This Agreement shall have the right, by giving ten (10) days written notice as hereinafter specified to automatically terminate this Agreement in its sole discretion at any time after on the date on which all of the Shares have been sold pursuant to this Agreement. Any such termination shall be without liability of any party to any other party Agreement, except that the provisions of Section Sections 2, 5, 7, 8, Section 9, 10, Section 11, Section 17 12, 14, 15 and Section 18 hereof 16 of this Agreement shall remain in full force and effect notwithstanding such termination. 22 (d) Unless earlier terminated pursuant to this Section 12, this Agreement shall automatically terminate upon the issuance and sale of all of the Placement Shares through the Agent on the terms and subject to the conditions set forth herein; provided that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (e) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 12(a), (b), (c), 8(a), (b) or (d) (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 Sections 2, 5, 7, 8, Section 9, 10, Section 11, Section 17 12, 14, 15 and Section 18 16 shall remain in full force and effect. (f) 34 (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 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 or Time of Delivery for any sale of Placement the Shares, such Placement Shares sale shall settle in accordance with the provisions of Section 3(a)(vii) of this Agreement. (g) Subject (f) In the case of any purchase of Shares by an Agent pursuant to a Terms Agreement, the obligations of such pursuant to such Terms Agreement shall be subject to termination, in the absolute discretion of such Agent, by notice given to the additional limitations set forth in Section 8 of this Agreement, in the event of termination of this Agreement Company prior to the sale Time of Delivery relating to such Shares, if at any time prior to such delivery and payment (i) trading in the Company's Common Stock shall have been suspended by the Commission or the NYSE or trading in securities generally on the NYSE shall have been suspended or limited or minimum prices shall have been established on such exchange, (ii) a banking moratorium shall have been declared either by Federal or New York State authorities or (iii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or other calamity or crisis the effect of which on financial markets is such as to make it, in the sole judgment of such Agent, impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Prospectus (exclusive of any Placement Shares, the Agent shall be entitled only to reimbursement of its out-of-pocket expenses actually incurred. amendment or supplement thereto). 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Found in Orchid Island Capital, Inc. contract
Termination. (a) The Agent may terminate this Agreement, Company shall have the right, by giving written notice to the Company, as hereinafter specified at any time (1) if there has been, since specified, to terminate the time of execution provisions of this Agreement or since relating to the date as solicitation of which information is given offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with r...espect to any pending sale, through 30 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 Agents for the reasonable judgment Company, the obligations of the Agent, is material and adverse and makes it impractical or inadvisable to market the Placement Shares, (2) if there has occurred any material adverse change Company, including in the financial markets in the United States or the international financial markets, any outbreak respect of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment compensation of the Agent, impracticable or inadvisable to market Agents, shall remain in full force and effect notwithstanding the Placement Shares or to enforce contracts for termination and (ii) the sale provisions of the Placement Shares, (3) if trading Sections 2, 5, 7, 8, 9, 10, 12, 14, 15 and 16 of this Agreement shall remain in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading generally on the Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market full force and effect notwithstanding such termination. (b) Either Agent shall have occurred and be continuing, (5) if a major disruption the right, by giving written notice as hereinafter specified, to terminate the provisions of securities settlements or clearance services this Agreement relating to the solicitation of offers to purchase the Shares in the United States shall have occurred and be continuing, or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8 (Expenses), Section 10 (Indemnification), Section 11 (Survival Sections 2, 5, 7, 8, 9, 10, 12, 14, 15 and 16 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 This Agreement shall have the right, by giving ten (10) days written notice as hereinafter specified to automatically terminate this Agreement in its sole discretion at any time after on the date on which all of the Shares have been sold pursuant to this Agreement. Any such termination shall be without liability of any party to any other party Agreement, except that the provisions of Section Sections 2, 5, 7, 8, Section 9, 10, Section 11, Section 17 12, 14, 15 and Section 18 hereof 16 of this Agreement shall remain in full force and effect notwithstanding such termination. 22 (d) Unless earlier terminated pursuant to this Section 12, this Agreement shall automatically terminate upon the issuance and sale of all of the Placement Shares through the Agent on the terms and subject to the conditions set forth herein; provided that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (e) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 12(a), (b), (c), 8(a), (b) or (d) (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 Sections 2, 5, 7, 8, Section 9, 10, Section 11, Section 17 12, 14, 15 and Section 18 16 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 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 or Time of Delivery for any sale of Placement the Shares, such Placement Shares sale shall settle in accordance with the provisions of Section 3(a)(vii) of this Agreement. (g) Subject (f) In the case of any purchase of Shares by an Agent pursuant to a Terms Agreement, the obligations of such pursuant to such Terms Agreement shall be subject to termination, in the absolute discretion of such Agent, by notice given to the additional limitations set forth in Section 8 of this Agreement, in the event of termination of this Agreement Company prior to the sale Time of Delivery relating to such Shares, if at any time prior to such delivery and payment (i) trading in the Company's Common Stock shall have been suspended by the Commission or the NYSE or trading in securities generally on the NYSE shall have been suspended or limited or minimum prices shall have been established on such exchange, (ii) a banking moratorium shall have been declared either by Federal or New York State authorities or (iii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or other calamity or crisis the effect of which on financial markets is such as to make it, in the sole judgment of such Agent, impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Prospectus (exclusive of any Placement Shares, the Agent shall be entitled only to reimbursement of its out-of-pocket expenses actually incurred. amendment or supplement thereto). 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Found in Orchid Island Capital, Inc. contract
Termination. (a) The Agent may Company shall have the right, by giving written notice as hereinafter specified, to terminate this Agreement, by written notice Agreement in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that with respect to any pending sale through the Agent or the Forward Seller for the Company, as hereinafter specified at any time (1) if there has been, since the time obligations of execution the Company, including in ...respect of compensation of the Agent or the Forward Seller, shall remain in full force and effect notwithstanding such termination and the provisions of Sections 4, 6, 7, 8, 9, 11, 13 and 14 of this Agreement or since the date as of which information is given shall remain in the Prospectus, any Material Adverse Effect, or any development that would reasonably be expected to result in a Material Adverse Effect has occurred, which in the reasonable judgment of the Agent, is material full force and adverse and makes it impractical or inadvisable to market the Placement Shares, (2) if there has occurred any material adverse change in the financial markets in the United States effect notwithstanding such termination. (b) The Agent 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 Forward Seller shall have occurred and be continuing, (5) if a major disruption of securities settlements or clearance services the right, by giving written notice as hereinafter specified, to terminate this Agreement in the United States shall have occurred and be continuing, or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8 (Expenses), Section 10 (Indemnification), Section 11 (Survival Sections 1, 4, 6 and 12 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), Section 7(a) or (d) (b) above or otherwise by mutual agreement of the parties; provided, however, provided that any such termination by mutual agreement or pursuant to this clause (c) shall in all cases be deemed to provide that Section 8, Section 10, Section 11, Section 17 Sections 1, 4, 6 and Section 18 12 of this Agreement shall remain in full force and effect. (f) (d) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however, provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent Agent, the Forward Purchaser, the Forward Seller or the Company, as the case may be; provided, further, any termination of this Agreement in accordance with the terms of Section 12(b) or (c) shall not be effective until the date that is ten days after the date of such written notice. be. If such termination shall occur prior to the Settlement Delivery Date for any sale of Placement Shares, Stock, such Placement Shares sale shall settle in accordance with the provisions of this Agreement. (g) Subject to the additional limitations set forth in Section 8 of this Agreement, in the event of termination of this Agreement prior to the sale of any Placement Shares, the Agent shall be entitled only to reimbursement of its out-of-pocket expenses actually incurred. 2(i) hereof. View More
Found in Corporate Office Properties Trust contract
Termination. (a) The Agent may terminate this Agreement, Cowen shall have the right by written giving notice to the Company, as hereinafter specified at any time (1) if there has been, since the time of execution of to terminate this Agreement or since the date as of which information is given in the Prospectus, if (i) any Material Adverse Effect, Change, or any development that would could reasonably be expected to result in a Material Adverse Effect Change has occurred, which occurred that, in the reasonab...le judgment of Cowen, may materially impair the Agent, is material and adverse and makes it impractical or inadvisable ability of Cowen to market sell the Placement Shares, (2) if there has occurred Shares hereunder, (ii) the Company shall have failed, refused or been unable to perform any material adverse change agreement on its part to be performed hereunder; provided, however, in the financial markets in the United States or the international financial markets, case of any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment failure of the Agent, impracticable Company to deliver (or cause another person to deliver) any certification, opinion, or inadvisable letter required under Sections 7(m), 7(n), 7(o) or 7(p), Cowen's right to market terminate shall not arise unless such failure to deliver (or cause to be delivered) continues for more than thirty (30) days from the date such delivery was required; or (iii) any other condition of Cowen's obligations hereunder is not fulfilled; provided, however, that Cowen's right to terminate pursuant to this Section 11(a)(iii) shall not arise unless such condition is not fulfilled within thirty (30) days after the date the Company is provided written notice by Cowen that such condition has not been fulfilled, or (iv), any suspension or limitation of trading in the Placement Shares or to enforce contracts for the sale of the Placement Shares, (3) if trading in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading securities generally on the Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market shall have occurred and be continuing, (5) if a major disruption of securities settlements or clearance services in the United States shall have occurred and be continuing, or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. occurred. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8 7(g) (Expenses), Section 9 (Indemnification and Contribution), Section 10 (Indemnification), (Representations and Agreements to Survive Delivery), Section 11 (Survival of Representations), Section 17 (Governing 16 (Applicable Law; Consent to Jurisdiction) and Section 18 17 (Waiver of Jury Trial) hereof shall remain in full force and effect notwithstanding such termination. If the Agent Cowen elects to terminate this Agreement as provided in this Section 12(a), the Agent 11(a), Cowen shall provide the required written notice as specified in Section 13 12 (Notices). 24 (b) The Company shall have the right, by giving ten (10) days written notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, 7(g) (Expenses), Section 10, 9 (Indemnification and Contribution), Section 11, 10 (Representations and Agreements to Survive Delivery), Section 16 (Applicable Law; Consent to Jurisdiction) and Section 17 and Section 18 (Waiver of Jury Trial) hereof shall remain in full force and effect notwithstanding such termination. (c) The Agent Cowen shall have the right, by giving ten (10) days written notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, 7(g) (Expenses), Section 10, 9 (Indemnification and Contribution), Section 11, 10 (Representations and Agreements to Survive Delivery), Section 16 (Applicable Law; Consent to Jurisdiction) and Section 17 and Section 18 (Waiver of Jury Trial) hereof shall remain in full force and effect notwithstanding such termination. 22 (d) Unless earlier terminated pursuant to this Section 12, 11, this Agreement shall automatically terminate upon the issuance and sale of all of the Placement Shares through the Agent Cowen on the terms and subject to the conditions set forth herein; provided that the provisions of Section 8, 7(g) (Expenses), Section 10, 9 (Indemnification and Contribution), Section 11, 10 (Representations and Agreements to Survive Delivery), Section 16 (Applicable Law; Consent to Jurisdiction) and Section 17 and Section 18 (Waiver of Jury Trial) 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) (Expenses), Section 10, 9 (Indemnification and Contribution), Section 11, 10 (Representations and Agreements to Survive Delivery), Section 16 (Applicable Law; Consent to Jurisdiction) and Section 17 and Section 18 (Waiver of Jury Trial) shall remain in full force and effect. (f) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however, that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent Cowen or the Company, as the case may be; provided, further, any termination of this Agreement in accordance with the terms of Section 12(b) or (c) shall not be effective until the date that is ten days after the date of such written notice. be. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such Placement Shares shall settle in accordance with the provisions of this Agreement. (g) Subject to the additional limitations set forth in Section 8 of this Agreement, in the event of termination of this Agreement prior to the sale of any Placement Shares, the Agent shall be entitled only to reimbursement of its out-of-pocket expenses actually incurred. View More
Found in INVIVO THERAPEUTICS HOLDINGS CORP. contract
Termination. (a) The Agent may terminate this Agreement, Company shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement (relating to the Company, as hereinafter specified solicitation of offers to purchase the Shares) in its sole discretion at any time upon one (1) if there has been, since Business Day's prior written notice, unless waived by the time Managers and provided that the Agreement remains operational during the one (1) Business Days f...ollowing receipt of execution such written notice. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, through the Managers for the Company, the obligations of the Company, including in respect of compensation of the Managers, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Sections 5, 6, 7, 8, 9, 10, 12 and 14 of this Agreement or since shall remain in full force and effect notwithstanding such termination. 41 (b) The Managers shall have the date right, by giving written notice as hereinafter specified, to terminate the provisions of which information is given this Agreement (relating to the solicitation of offers to purchase the Shares) in the Prospectus, its sole discretion at 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 time upon thirty (30) Business Days' prior written notice, unless waived 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. Company. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8 (Expenses), Section 10 (Indemnification), Section 11 (Survival Sections 5, 6, 7, 8, 9, 10, 12 and 14 of Representations), Section 17 (Governing Law; Consent to Jurisdiction) and Section 18 (Waiver of Jury Trial) hereof shall remain in full force and effect notwithstanding such termination. If the Agent elects to terminate this Agreement as provided in this Section 12(a), the Agent shall provide the required written notice as specified in Section 13 (Notices). (b) The Company shall have the right, by giving ten (10) days written notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (c) The Agent shall have the right, by giving ten (10) days written notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. 22 (d) Unless earlier terminated pursuant to this Section 12, this Agreement shall automatically terminate upon the issuance and sale of all of the Placement Shares through the Agent on the terms and subject to the conditions set forth herein; provided that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (e) This Agreement shall remain in full force and effect unless until the earlier of May 10, 2021 and such date that this Agreement is terminated pursuant to Sections 12(a), (b), (c), 8(a) or (d) (b) above or otherwise by mutual agreement of the parties; provided, however, parties, provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section Sections 5, 6, 7, 8, Section 9, 10, Section 11, Section 17 12 and Section 18 14 shall remain in full force and effect. (f) (d) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however, termination, provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent Managers or the Company, as the case may be; provided, further, any termination of this Agreement in accordance with the terms of Section 12(b) or (c) shall not be effective until the date that is ten days after the date of such written notice. be. If such termination shall occur prior to the Settlement Date or Time of Delivery for any sale of Placement the Shares, such Placement Shares sale shall settle in accordance with the provisions of Section 2(b) of this Agreement. (g) Subject (e) In the case of any purchase of Shares by the Managers pursuant to a Terms Agreement, the obligations of the Managers pursuant to such Terms Agreement shall be subject to termination, in the absolute discretion of the Managers, by prompt oral notice given to the additional limitations set forth in Section 8 of this Agreement, in the event of termination of this Agreement Company prior to the sale Time of Delivery relating to such Shares, if any, and confirmed promptly by facsimile or electronic mail, if since the time of execution of the Terms Agreement and prior to such delivery and payment, (i) trading in the Common Stock shall have been suspended by the Commission or the Trading Market or trading in securities generally on the Trading Market shall have been suspended or limited or minimum prices shall have been established on the Trading Market, (ii) a banking moratorium shall have been declared either by Federal or New York State authorities or (iii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or other calamity or crisis the effect of which on financial markets is such as to make it, in the sole judgment of the Manager, impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Prospectus (exclusive of any Placement Shares, the Agent shall be entitled only to reimbursement of its out-of-pocket expenses actually incurred. amendment or supplement thereto). 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Found in 2 Contracts from India Globalization Capital, Inc.
Termination. (a) The Agent may Company Parties shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement, by written notice with respect to any or all of the Managers, relating to the Company, as hereinafter specified solicitation of offers to purchase the Shares in its sole discretion at any time (1) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any Material A...dverse Effect, or any development that would reasonably be expected to result in a Material Adverse Effect has occurred, which in the reasonable judgment of the Agent, is material and adverse and makes it impractical or inadvisable to market the Placement Shares, (2) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Agent, impracticable or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (3) if trading in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading generally on the Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market shall have occurred and be continuing, (5) if a major disruption of securities settlements or clearance services in the United States shall have occurred and be continuing, or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. time. Any such termination shall be without liability of any party to any other party except that (i) if Shares have been sold through any Manager for the Company, then Section 4(t) shall remain in full force and effect, (ii) with respect to any pending sale, through such Managers for the Company, the obligations of the Company Parties, including in respect of compensation of the Managers, shall remain in full force and effect notwithstanding the termination, and (iii) the provisions of Section 8 (Expenses), Section 10 (Indemnification), Section 11 (Survival Sections 2, 5, 7, 9, 10, 11, 12, 13, 15 and 16 of Representations), Section 17 (Governing Law; Consent to Jurisdiction) and Section 18 (Waiver of Jury Trial) hereof this Agreement shall remain in full force and effect notwithstanding such termination. If the Agent elects to terminate this Agreement as provided in this Section 12(a), the Agent shall provide the required written notice as specified in Section 13 (Notices). (b) The Company Each Manager shall have the right, by giving ten (10) days written notice as hereinafter specified specified, to terminate its own obligations under the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time after the date of this Agreement. time. Any such termination shall have no effect on the obligations of any other Manager under this Agreement and shall be without liability of any party to any other party except that the provisions of Section 8, Section Sections 2, 5, 7, 9, 10, Section 11, Section 17 12, 13, 15 and Section 18 hereof 16 of this Agreement shall remain in full force and effect with respect to such Managers 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 until the earlier of (i) its termination pursuant to Sections 12(a), (b), (c), or (d) Section 8(a) above or otherwise by mutual agreement of all of the parties; provided, however, parties and (ii) the termination of the obligations of each Manager pursuant to Section 8(b) above; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 8, Section 10, Section 11, Section 17 Sections 2, 5, 7 and Section 18 9 shall remain in full force and effect. (f) (d) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however, provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent any Manager or the Company, Company Parties, 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 32 Settlement Date or Time of Delivery for any sale of Placement the Shares, such Placement Shares sale shall settle in accordance with the provisions of Section 3(a)(vii) of this Agreement. (g) Subject (e) In the case of any purchase of Shares by any Manager pursuant to a Terms Agreement, the obligations of such Manager pursuant to such Terms Agreement shall be subject to termination, in the absolute discretion of such Manager, by notice given to the additional limitations set forth in Section 8 of this Agreement, in the event of termination of this Agreement Company Parties prior to the sale Time of Delivery relating to such Shares, if at any Placement Shares, time prior to such delivery and payment (i) trading in the Agent Company's Class C Common Stock shall be entitled only have been suspended by the Commission or the NYSE, (ii) trading in securities generally on the NYSE shall have been suspended or limited or minimum prices shall have been established on such exchange, (iii) a banking moratorium shall have been declared either by federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States shall have occurred, or (iv) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or other calamity or crisis the effect of which on financial markets is such as to reimbursement make it, in the sole judgment of its out-of-pocket expenses actually incurred. such Manager, impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Prospectus. 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Found in Clearway Energy, Inc. contract
Termination. (a) The Agent may terminate this Agreement, Company shall have the right, by giving written notice to the Company, as hereinafter specified at any time (1) if there has been, since specified, to terminate the time of execution provisions of this Agreement or since relating to the date as solicitation of which information is given offers to purchase the Shares, in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) if Sh...ares have been sold through a Manager for the Prospectus, Company, then Section 4(aa) shall remain in full force and effect with respect to such Manager and the Company, (ii) with respect to any Material Adverse Effect, or any development that would reasonably be expected to result in a Material Adverse Effect has occurred, which in pending sale, through the reasonable judgment Designated Manager for the Company, the obligations of the Agent, is material and adverse and makes it impractical or inadvisable to market the Placement Shares, (2) if there has occurred any material adverse change Company, including in the financial markets in the United States or the international financial markets, any outbreak respect of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment compensation of the Agent, impracticable or inadvisable to market Designated Manager, shall remain in full force and effect notwithstanding the Placement Shares or to enforce contracts for termination and (iii) the sale provisions of the Placement Shares, (3) if trading Sections 2, 7, 11, 13, 16, 17(a) and 17(b) of this Agreement shall remain in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading generally on the Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market full force and effect notwithstanding such termination. (b) Each Manager shall have occurred and be continuing, (5) if a major disruption the right, by giving written notice as hereinafter specified, to terminate the provisions of securities settlements or clearance services this Agreement relating to the solicitation of offers to purchase the Shares, in the United States shall have occurred and be continuing, or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. its sole discretion at any time, with respect to such Manager only. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8 (Expenses), Section 10 (Indemnification), Section 11 (Survival Sections 2, 7, 11, 13, 16, 17(a) and 17(b) of Representations), Section 17 (Governing Law; Consent to Jurisdiction) and Section 18 (Waiver of Jury Trial) hereof this Agreement shall remain in full force and effect with respect to such Manager notwithstanding such termination. If the Agent elects Following any such termination by a Manager, this Agreement shall remain in effect as to each other Manager that has not exercised its right 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, 9(b) and any obligations and rights of the Managers under 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 be satisfied by or afforded to, as applicable, only such termination. (e) other Managers. 32 (c) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 12(a), (b), (c), 9(a) or (d) (b) above or otherwise by mutual agreement of the parties; provided, however, provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 8, Section 10, Section 11, Section 17 Sections 2, 7 and Section 18 12, shall remain in full force and effect. (f) (d) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however, provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent a Manager or the Company, as the case may be; provided, further, any termination of this Agreement in accordance with the terms of Section 12(b) or (c) shall not be effective until the date that is ten days after the date of such written notice. be. If such termination shall occur prior to the Settlement Date or Time of Delivery for any sale of Placement the Shares, such Placement Shares shall sale shall, subject to Section 6 hereof, settle in accordance with the provisions of Section 3(e) of this Agreement. (g) Subject (e) In the case of any purchase of Shares by a Manager pursuant to a Terms Agreement, the obligations of such Manager pursuant to such Terms Agreement shall be subject to termination, in the absolute discretion of such Manager, by notice given to the additional limitations set forth in Section 8 of this Agreement, in the event of termination of this Agreement Company prior to the sale Time of Delivery relating to such Shares, if at any time prior to such delivery and payment (i) trading generally shall have been suspended or materially limited on the Exchange or The Nasdaq Global Market; (ii) trading of any Placement Shares, securities issued or guaranteed by the Agent Company or Carnival plc shall be entitled only have been suspended on any exchange or in any over-the-counter market; (iii) a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities; or (iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the judgment of the Managers, is material and adverse and makes it impracticable or inadvisable to reimbursement proceed with the offering, sale or delivery of its out-of-pocket expenses actually incurred. the Shares on the each Representation Date, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus. 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Found in CARNIVAL PLC contract