Termination Clause Example with 4 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) Material Adverse Change. If, subsequent to the execution and delivery of this Agreement, any of the following has occurred: (i) any change or any development or event involving a prospective change, in the condition (financial or otherwise), results of operations, business or properties of the Company and the Subsidiaries taken as a whole, which, in the judgment of the Representatives, is material and adverse and makes it impractical or inadvisable to market and deliver the Shares; (ii) any ...change in U.S. or international financial, political or economic conditions the effect of which is such as to make it, in the judgment of the Representatives, impractical to market or to enforce contracts for the sale of the Shares, whether in the primary market or in respect of dealings in the secondary market; (iii) any suspension or material limitation of trading in securities generally on the Nasdaq Stock Market or the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iv) any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (v) any banking moratorium declared by any U.S. federal or New York state authorities; (vi) any major disruption of settlements of securities, payment, or clearance services in the United States or any other country where such securities are listed; or (vii) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, except as existing with similar severity on the date hereof involving the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of the Representatives, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency is such as to make it impractical or inadvisable to market and deliver the Shares or to enforce contracts for the sale of the Shares, this Agreement may be terminated by the Representatives. (b) Costs and Expenses. This Agreement may be terminated by the Representatives as provided in the final paragraph of Section 6 hereof. View More

Variations of a "Termination" Clause from Business Contracts

Termination. (a) Material Adverse Change. If, subsequent This Agreement may be terminated in the absolute discretion of the Representatives, by notice to the Company, if after the execution and delivery of this Agreement, Agreement and on or prior to the Closing Date (i) trading generally shall have been suspended or materially limited on the New York Stock Exchange or NASDAQ Stock -27- Market; (ii) trading of any of the following has occurred: (i) any change or any development or event involving a prospecti...ve change, in the condition (financial or otherwise), results of operations, business or properties securities of the Company and the Subsidiaries taken as a whole, which, in the judgment of the Representatives, is shall have been suspended on any exchange; (iii) any banking moratorium shall have been declared by any U.S. federal or New York authorities; (iv) there shall have been any material and adverse and makes it impractical or inadvisable to market and deliver the Shares; (ii) any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls the effect of which is such as to make it, in the judgment of the Representatives, impractical to market market, or to enforce contracts for the sale of of, the Shares, Offered Securities, whether in the primary market or in respect of dealings in the secondary market; (iii) any suspension or material limitation of trading in securities generally on the Nasdaq Stock Market or the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iv) any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (v) any banking moratorium declared by any U.S. federal or New York state authorities; (vi) there shall have been any major disruption of settlements of securities, payment, or clearance services in the United States States; or any other country where such securities are listed; or (vii) (vi) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, except as existing with similar severity on the date hereof involving the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of the Representatives, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency is such as to make it impractical or inadvisable to market and deliver market, or to enforce contracts for the Shares sale of, the Offered Securities or to enforce contracts for the sale of the Shares, this Agreement may be terminated by the Representatives. (b) Costs and Expenses. This Agreement may be terminated by the Representatives as provided in the final paragraph of Section 6 hereof. Offered Securities. View More
Termination. (a) Material Adverse Change. If, subsequent This Agreement may be terminated in the absolute discretion of the Representatives, by notice to the Company, if after the execution and delivery of this Agreement, Agreement and on or prior to the Closing Date (i) trading generally shall have been suspended or materially limited on the New York Stock Exchange or Nasdaq Stock Market; (ii) trading of any of the following has occurred: (i) any change or any development or event involving a prospective ch...ange, in the condition (financial or otherwise), results of operations, business or properties securities of the Company and the Subsidiaries taken as a whole, which, in the judgment of the Representatives, is shall have been suspended on any exchange; (iii) any banking moratorium shall have been declared by any U.S. federal or New York authorities; (iv) there shall have been any material and adverse and makes it impractical or inadvisable to market and deliver the Shares; (ii) any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls the effect of which is such as to make it, in the judgment of the Representatives, impractical to market market, or to enforce contracts for the sale of of, the Shares, Offered Securities, whether in the primary market or in respect of dealings in the secondary market; (iii) any suspension or material limitation of trading in securities generally on the Nasdaq Stock Market or the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iv) any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (v) any banking moratorium declared by any U.S. federal or New York state authorities; (vi) there shall have been any major disruption of settlements of securities, payment, or clearance services in the -24- United States States; or any other country where such securities are listed; or (vii) (vi) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, except as existing with similar severity on the date hereof involving the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of the Representatives, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency is such as to make it impractical or inadvisable to market and deliver market, or to enforce contracts for the Shares sale of, the Offered Securities or to enforce contracts for the sale of the Shares, this Agreement may be terminated by the Representatives. (b) Costs and Expenses. This Agreement may be terminated by the Representatives as provided in the final paragraph of Section 6 hereof. Offered Securities. View More
Termination. (a) Material Adverse Change. If, subsequent This Agreement may be terminated in the absolute discretion of the Representatives, by notice to the Company, if after the execution and delivery of this Agreement, Agreement and on or prior to the Closing Date (i) trading generally shall have been suspended or materially limited on the New York Stock Exchange or Nasdaq Stock Market; (ii) trading of any of the following has occurred: (i) any change or any development or event involving a prospective ch...ange, in the condition (financial or otherwise), results of operations, business or properties securities of the Company and the Subsidiaries taken as a whole, which, in the judgment of the Representatives, is shall have been suspended on any exchange; (iii) any banking moratorium shall have been declared by any U.S. federal or New York authorities; (iv) there shall have been any material and adverse and makes it impractical or inadvisable to market and deliver the Shares; (ii) any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls the effect of which is such as to make it, in the judgment of the Representatives, impractical to market market, or to enforce contracts for the sale of of, the Shares, Offered Securities, whether in the primary market or in respect of dealings in the secondary market; (iii) any suspension or material limitation of trading in securities generally on the Nasdaq Stock Market or the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iv) any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (v) any banking moratorium declared by any U.S. federal or New York state authorities; (vi) there shall have been any major disruption of settlements of securities, payment, or clearance services in the United States States; or any other country where such securities are listed; or (vii) (vi) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, except as existing with similar severity on the date hereof involving the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of the Representatives, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency is such as to make it impractical or inadvisable to market and deliver market, or to enforce contracts for the Shares sale of, the Offered Securities or to enforce contracts for the sale of the Shares, this Agreement may be terminated by the Representatives. (b) Costs and Expenses. This Agreement may be terminated by the Representatives as provided in the final paragraph of Section 6 hereof. Offered Securities. View More
Termination. (a) Material Adverse Change. If, subsequent to the execution and delivery of this Agreement, any of the following has occurred: (i) any change or any development or event involving a prospective change, in the condition (financial or otherwise), results of operations, business or properties of the Company Company, the Guarantors and the their Subsidiaries taken as a whole, which, in the judgment of the Representatives, is material and adverse and makes it impractical or -23- inadvisable to marke...t and deliver the Shares; Offered Securities; (ii) any change in U.S. or international financial, political or economic conditions the effect of which is such as to make it, in the judgment of the Representatives, impractical to market or to enforce contracts for the sale of the Shares, Offered Securities, whether in the primary market or in respect of dealings in the secondary market; (iii) any suspension or material limitation of trading in securities generally on the The Nasdaq Stock Market or the New York Stock Exchange, Market, or any setting of minimum prices for trading on such exchange; (iv) any suspension of trading of any securities of the Company or the Guarantors on any exchange or in the over-the-counter market; (v) any downgrading in the rating of any debt securities of the Company by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) as in effect on July 20, 2010), or any public announcement that any such organization has under surveillance or review with possible negative implications its rating of any debt securities of the Company or any announcement that the Company has been placed on negative outlook; (vi) any banking moratorium declared by any U.S. federal or New York state authorities; (vi) (vii) any major disruption of settlements of securities, payment, or clearance services in the United States or any other country where such securities are listed; or (vii) (viii) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, except as existing with similar severity on the date hereof involving the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of the Representatives, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency is such as to make it impractical or inadvisable to market and deliver the Shares Offered Securities or to enforce contracts for the sale of the Shares, Offered Securities, this Agreement may be terminated by the Representatives. (b) Costs and Expenses. This Agreement may be terminated by the Representatives as provided in the final paragraph of Section 6 7 hereof. View More