Termination Clause Example with 50 Variations from Business Contracts

Termination. (a) Right to Terminate. You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice to the Company and the Selling Stockholders as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company or the Selling Stockholders shall have failed, refused or been unable, at or prior to such Closin...g Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading in the Company's Common Stock shall have been suspended by the Commission or the NASDAQ Stock Market or trading in securities generally on the NASDAQ Stock Market or New York Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NASDAQ Stock Market or New York Stock Exchange, by such exchange Exchange or by order of the Commission or any other Governmental Authority, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets markets, or any calamity or crisis that, in your judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(g) 4(a)(vii), Section 4(b)(i), Section 4(b)(ii) and Section 6 hereof shall at all times be effective. effective and shall survive such termination. (b) Notice of Termination. If you elect to terminate this Agreement as provided in this Section, the Company and an Attorney-in-Fact, on behalf of the Selling Stockholders, shall be notified promptly by you by telephone, confirmed by letter. 37 10. Default by One or More of the Selling Stockholders or the Company. (a) Default by the Selling Stockholders. If one or more of the Selling Stockholders shall fail at the First Closing Date to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I, then the Underwriters may at your option, by written notice from you to the Company and the non-defaulting Selling Stockholders, either (i) terminate this Agreement without any liability on the part of any Underwriter or, except as provided in Section 4(a)(vii), Section 4(b)(i), Section 4(b)(ii) and Section 6 hereof, any non-defaulting party or (ii) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders have agreed to sell hereunder. In the event of a default by any Selling Stockholder as referred to in this Section, either you or the Company or the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement, in the Time of Sale Disclosure Package or in the Prospectus or in any other documents or arrangements. (b) Default by the Company. If the Company shall fail at the First Closing Date to sell and deliver the number of Securities which it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any Underwriter or, except as provided in Section 4(a)(vii) and Section 6 hereof, any non-defaulting party. (c) No Relief from Liability. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default. View More

Termination. (a) Right to Terminate. You, as Representatives of the several Underwriters, The Agents shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the First a Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date, Date if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its... part to be performed hereunder, (ii) any other condition of the Underwriters' Agents' obligations hereunder is not fulfilled, (iii) trading in the Company's Common Stock or the trading in securities generally on the NASDAQ Stock Nasdaq Capital Market or the New York Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NASDAQ Stock Nasdaq Capital Market or the New York Stock Exchange, by such exchange Exchange or by order of the Commission or any other Governmental Authority, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or material escalation of hostilities or act of terrorism involving the United States, any declaration by the United States of a national emergency or war, any change in financial markets or any substantial change or development involving a prospective substantial change in the United States or international political, financial or economic conditions or any calamity or crisis that, in your the Agents' judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(g) 1(b) (but only with respect to Securities sold, or Subscription Agreements entered into, prior to the termination of this Agreement), Section 1(c) (but only with respect to Securities sold, or Subscription Agreements entered into, prior to the termination of this Agreement), Section 6 and Section 6 hereof 8hereof shall at all times be effective. effective and shall survive termination. (b) Notice of Termination. If you the Agents elect to terminate this Agreement as provided in this Section, the Company shall be notified promptly by you the Agents by telephone, confirmed by letter. 23 10. Default by the Company. (a) Default by the Company. If the Company shall fail at or prior to the first Closing Date to sell and deliver the number of Securities which it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any Agents. (b) No Relief from Liability. No action taken pursuant to this Section shall relieve the Company from liability, if any, in respect of any default hereunder. View More

Termination. (a) Right to Terminate. You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, ...(ii) any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on the NASDAQ Stock Market or New York Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NASDAQ Stock Market or New York Stock Exchange, by such exchange Exchange or by order of the Commission or any other Governmental Authority, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in your judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(g) 4(a)(vii) and Section 6 hereof shall at all times be effective. (b) Notice of Termination. If you elect to terminate this Agreement as provided in this Section, the Company shall be notified promptly by you by telephone, confirmed by letter. 32 10. Notices. Except as otherwise provided herein, all communications hereunder shall be in writing and, (i) if to the Underwriters, shall be mailed via overnight delivery service or hand delivered via courier, to the Representatives c/o Piper Jaffray & Co., 800 Nicollet Mall, Minneapolis, Minnesota 55402, to the attention of Equity Capital Markets and separately, General Counsel and c/o Leerink Partners LLC, 299 Park Avenue, 21st Floor, New York, NY 10171, to the attention of Equity Syndicate; and (ii) if to the Company, shall be mailed or delivered to it at 750 Route 202 South, Suite 600, Bridgewater, NJ 08807. Attention: Chief Executive Officer. View More

Termination. (a) Right to Terminate. You, as Representatives of the several Underwriters, The Representative shall have the right to terminate this Agreement by giving written notice to the Company as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date, Date if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any ag...reement on its part to be performed hereunder, (ii) any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) 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 NASDAQ Stock Market NYSE MKT LLC or the New York Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NASDAQ Stock Market NYSE MKT or the New York Stock 32 Exchange, by such exchange Exchange or by order of the Commission or any other Governmental Authority, Authority having jurisdiction, (v) a banking moratorium shall have been declared by federal or New York state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities involving the United States, or any there shall have been a declaration of a national emergency or war by the United States, or (vii) there shall have occurred a material adverse change in financial markets or any other calamity or crisis that, in your the Representative's judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Shares. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(g) and Section 6 hereof shall at all times be effective. effective and shall survive such termination. (b) Notice of Termination. If you elect the Representative elects to terminate this Agreement as provided in this Section, the Company shall be notified promptly by you by telephone, confirmed by letter. View More

Termination. (a) Right to Terminate. You, as Representatives of the several Underwriters, The Representative shall have the right to terminate this Agreement by giving written notice to the Company as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date, Date if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any ag...reement on its part to be performed hereunder, (ii) any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) 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 NASDAQ Stock Market NYSE MKT LLC or the New York Stock Exchange shall have been 32 wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NASDAQ Stock Market NYSE MKT or the New York Stock Exchange, by such exchange Exchange or by order of the Commission or any other Governmental Authority, Authority having jurisdiction, (v) a banking moratorium shall have been declared by federal or New York state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities involving the United States, or any there shall have been a declaration of a national emergency or war by the United States, or (vii) there shall have occurred a material adverse change in financial markets or any other calamity or crisis that, in your the Representative's judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Shares. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(g) and Section 6 hereof shall at all times be effective. effective and shall survive such termination. (b) Notice of Termination. If you elect the Representative elects to terminate this Agreement as provided in this Section, the Company shall be notified promptly by you by telephone, confirmed by letter. View More

Termination. (a) Right to Terminate. You, as Representatives of the several Underwriters, The Representative shall have the right to terminate this Agreement by giving written notice to the Company as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date, Date if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any ag...reement on its part to be performed hereunder, (ii) any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) 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 NASDAQ Stock Market NYSE MKT LLC or the New York Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NASDAQ Stock Market NYSE MKT or the New York Stock Exchange, by such exchange Exchange or by order of the Commission or any other Governmental Authority, Authority having jurisdiction, (v) a banking moratorium shall have been declared by federal or New York state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities involving the United States, or any there shall have been a declaration of a national emergency or war by the United States, or (vii) there shall have occurred a material 33 adverse change in financial markets or any other calamity or crisis that, in your the Representative's judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Shares. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(g) and Section 6 hereof shall at all times be effective. effective and shall survive such termination. (b) Notice of Termination. If you elect the Representative elects to terminate this Agreement as provided in this Section, the Company shall be notified promptly by you by telephone, confirmed by letter. View More

Termination. (a) Right to Terminate. You, as Representatives of the several Underwriters, The Representative shall have the right to terminate this Agreement by giving written notice to the Company as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date, Date if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any ag...reement on its part to be performed hereunder, (ii) any other 32 condition of the Underwriters' obligations hereunder is not fulfilled, (iii) 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 NASDAQ Stock Market NYSE MKT LLC or the New York Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NASDAQ Stock Market NYSE MKT or the New York Stock Exchange, by such exchange Exchange or by order of the Commission or any other Governmental Authority, Authority having jurisdiction, (v) a banking moratorium shall have been declared by federal or New York state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities involving the United States, or any there shall have been a declaration of a national emergency or war by the United States, or (vii) there shall have occurred a material adverse change in financial markets or any other calamity or crisis that, in your the Representative's judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Shares. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(g) and Section 6 hereof shall at all times be effective. effective and shall survive such termination. (b) Notice of Termination. If you elect the Representative elects to terminate this Agreement as provided in this Section, the Company shall be notified promptly by you by telephone, confirmed by letter. View More

Termination. (a) Right to Terminate. You, as The Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving written notice to the Company as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date, Date if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its ...part to be performed hereunder, hereunder as of the time such performance is due, (ii) any other condition of the Underwriters' obligations hereunder is not fulfilled as of the time such condition is required to be fulfilled, (iii) trading in the Company's Common Stock shall have been suspended by the Commission or trading in securities generally on the NASDAQ Stock Nasdaq Capital Market or New York Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NASDAQ Stock Market or New York Stock Exchange, Nasdaq Capital Market, by such exchange Exchange or by order of the Commission or any other Governmental Authority, Authority having jurisdiction, (v) a banking moratorium shall have been declared by federal or New York state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities involving the United States, or any there shall have been a declaration of national emergency or war by the United States, or (vii) there shall have occurred a material adverse change in financial markets or any other calamity or crisis that, in your the Representative's reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Shares. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(g) and Section 6 hereof shall at all times be effective. effective and shall survive such termination. 31 (b) Notice of Termination. If you the Representatives elect to terminate this Agreement as provided in this Section, the Company shall be notified promptly by you by telephone, confirmed by letter. View More

Termination. (a) Right to Terminate. You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, ...(ii) any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on the NASDAQ Stock Market or New York Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NASDAQ Stock Market or New York Stock Exchange, by such exchange Exchange or by order of the Commission or any other Governmental Authority, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in your judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(g) 4(vii) and Section 6 hereof shall at all times be effective. (b) Notice of Termination. If you elect to terminate this Agreement as provided in this Section, the Company shall be notified promptly by you by telephone, confirmed by letter. 29 10. Notices. Except as otherwise provided herein, all communications hereunder shall be in writing and, if to the Underwriters, shall be mailed via overnight delivery service or hand delivered via courier , to the Representatives c/o Piper Jaffray & Co., 800 Nicollet Mall, Minneapolis, Minnesota 55402, to the attention of Equity Capital Markets and separately, General Counsel; and (ii) if to the Company, shall be mailed or delivered to it at CoLucid Pharmaceuticals, Inc., 15 New England Executive Park, Burlington, Massachusetts 01803, Attention: Thomas Mathers. Any party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. View More

Termination. (a) Right to Terminate. You, as Representatives of the several Underwriters, Underwriter, shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part... to be performed hereunder, (ii) any other condition of the Underwriters' Underwriter's obligations hereunder is not fulfilled, (iii) trading in the Company's Common Stock shall have been suspended by the Commission or the Nasdaq Global Market or trading in securities generally on the NASDAQ Nasdaq Stock Market or New York Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NASDAQ Nasdaq Stock Market or New York Stock Exchange, by such exchange Exchange, by FINRA or by order of the Commission or any other Governmental Authority, (v) a banking moratorium shall have been declared by federal or state authorities, authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States or a moratorium on foreign exchange trading, (vi) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration by the United States of a national emergency or war, any change in financial markets markets, any substantial change or development involving a prospective substantial change in United States or international political, financial or economic conditions, or any 35 other calamity or crisis that, in your judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities, (vii) the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the Underwriter's opinion, make it inadvisable to proceed with the delivery of the Securities, (viii) the Company is in material breach of any of its representations, warranties or covenants hereunder, or (ix) if the Underwriter shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Underwriter's judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Securities or to enforce contracts made by the Underwriter for the sale of the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(g) 4(a)(vii) and Section 6 hereof shall at all times be effective. effective and shall survive such termination. (b) Notice of Termination. If you elect to terminate this Agreement as provided in this Section, the Company shall be notified promptly by you by telephone, confirmed by letter. View More