Grouped Into 396 Collections of Similar Clauses From Business Contracts
This page contains Termination clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Termination. This Agreement shall be subject to termination in your absolute discretion, without liability on the part of any Underwriter to the Company by notice to the Company, if prior to the Closing Date or any Option Closing Date (if different from the Closing Date and then only as to the Additional Shares, as the case may be), (i) there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Packa...ge, any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the business, properties, net worth or results of operations of the Company, the Subsidiaries or the Partnerships, whether or not arising in the ordinary course of business, (ii) trading in securities generally on the NYSE, the NYSE American, Nasdaq Global Select Market or the Nasdaq Global Market shall have been suspended or materially limited, (iii) a general moratorium on commercial banking activities in New York or California shall have been declared by either federal or state authorities, or (iv) there shall have occurred any outbreak or escalation of hostilities or other international or domestic calamity, crisis or change in political, financial or economic conditions, the effect of which on the financial markets of the United States is such as to make it, in your judgment, impracticable or inadvisable to commence or continue the offering of the Shares at the offering price to the public set forth on the cover page of the Prospectus or to enforce contracts for the resale of the Shares by the Underwriters. Notice of such termination may be given to the Company by telegram, telecopy or telephone and shall be subsequently confirmed by letter.View More
Termination. This Agreement shall be subject to termination in your absolute discretion, without liability on the part of any Underwriter to the Company by notice to the Company, if prior to the Closing Date or any Option Closing Date (if different from the Closing Date and then only as to the Additional Shares, Shares), as the case may be), be, (i) there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Dis...closure Package, any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the business, properties, net worth or results of operations of the Company, the Subsidiaries Company or the Partnerships, Operating Partnership, whether or not arising in the ordinary course of business, (ii) trading in securities generally on the NYSE, New York Stock Exchange, the NYSE American, Nasdaq Global Select Market or the Nasdaq Global Market shall have been suspended or materially limited, (iii) there has been a suspension or material limitation in trading in the Company's securities on the New York Stock Exchange, (iv) a general moratorium on commercial banking activities in New York or California shall have been declared by either federal or state authorities, New York or (iv) California authorities or a material disruption on commercial banking or securities settlement or clearance services in the United States, or 31 (v) there shall have occurred any outbreak or escalation of hostilities or other international or domestic calamity, crisis or change in political, financial or economic conditions, the effect of which on the financial markets of the United States is such as to make it, in your judgment, impracticable or inadvisable to commence or continue the offering of the Shares at the offering price to the public set forth on the cover page of the Prospectus or to enforce contracts for the resale of the Shares by the Underwriters. Notice of such termination may be given to the Company by telegram, telecopy or telephone and shall be subsequently confirmed by letter. View More
Termination. If this Agreement shall be terminated pursuant to Section 8 or if for any reason the purchase of the Notes by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company and the Underwriters pursuant to Section 7 shall remain in effect. If the purchase of the Notes by the Underwriters is not consummated for any reason other than solely because of the termination of th...is Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv), (v) or (vi) of Section 6(b), the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Notes.View More
Termination. If this Agreement shall be terminated pursuant to Section 8 9 or if for any reason the purchase of the Notes by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 6 and the respective obligations of the Company and the Underwriters pursuant to Section 7 8 shall remain in effect. If the purchase of the Notes by the Underwriters is not consummated for any reason other than solely because of the termination... of this Agreement pursuant to Section 8 9 or the occurrence of any event specified in clause (iii), (iii) (other than any suspension of trading specific to the Company's securities), (iv), (v) or (vi) of Section 6(b), 7(b), the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Notes. View More
Termination. If this Agreement shall be terminated pursuant to Section 8 or if for any reason the purchase of the Notes Bonds by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company and the Underwriters pursuant to Section 7 shall remain in effect. If the purchase of the Notes Bonds by the Underwriters is not consummated for any reason other than solely because of the termi...nation of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv), (v) or (vi) of Section 6(b), the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Notes. Bonds. View More
Termination. (a) General Rule. If your Service terminates for any reason except death or Disability, and other than for Cause, then this Option will expire at the close of business at Company headquarters on the date three months after your termination of Service (subject to the expiration detailed in Section 6). If your Service is terminated for Cause, this Option will expire upon the date of such termination.You acknowledge and agree that the vesting schedule set forth in the Notice of Grant may change pro...spectively in the event that your service status changes between full and part-time status in accordance with Company policies relating to work schedules and vesting of awards. You acknowledge that the vesting of the Shares pursuant to this Agreement is earned only by continuing Service. (b) Death; Disability. If you die before your Service terminates (or you die within three months of your termination of Service other than for Cause), then this Option will expire at the close of business at Company headquarters on the date 12 months after the date of death (subject to the expiration detailed in Section 6). If your Service terminates because of your Disability, then this Option will expire at the close of business at Company headquarters on the date 12 months after your termination date (subject to the expiration detailed in Section 6). (c) Termination Date. For purposes of this Option, your Service will be considered terminated as of the date you are no longer actively providing services to the Company or a Parent, Subsidiary or Affiliate (regardless of the reason for such termination and whether or not later found to be invalid or in breach of labor laws in the jurisdiction where you are employed or engaged or the terms of your employment or consulting agreement, if any), and your period of Service will not include any contractual notice period or any period of "garden leave" or similar period mandated under labor laws in the jurisdiction where you are employed or engaged or the terms of your employment or consulting agreement, if any. The Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of this Option (including whether you may still be considered to be providing services while on a leave of absence). (d) No Notice. You are responsible for keeping track of these exercise periods following your termination of Service for any reason. The Company will not provide further notice of such periods. In no event shall this Option be exercised later than the Expiration Date set forth in the Notice of Grant.View More
Termination. (a) General Rule. If your Service terminates for any reason except death or Disability, and other than for Cause, then this Option will expire at the close of business at Company headquarters on the date three months after your termination of Service (subject to the expiration detailed in Section 6). 6 or as provided in the Plan). If your Service is terminated for Cause, this Option will expire upon the date of such termination.You termination. You acknowledge and agree that the vesting schedule... set forth in the Notice of Grant may change prospectively in the event that your service status changes between full and part-time status in accordance with Company policies relating to work schedules and vesting of awards. You acknowledge that the vesting of the Shares Option pursuant to this Agreement is earned only by continuing Service. (b) Death; Disability. If you die before your Service terminates (or you die within three months of your termination of Service other than for Cause), then this Option will expire at the close of business at Company headquarters on the date 12 months after the date of death (subject to the expiration detailed in Section 6). 6 or as provided in the Plan). If your Service terminates because of your Disability, then this Option will expire at the close of business at Company headquarters on the date 12 months after your termination date (subject to the expiration detailed in Section 6). 6 or as provided in the Plan). (c) Termination Date. For purposes of this Option, your Service will be considered terminated as of the date you are no longer actively providing services to the Company or a Parent, Subsidiary or Affiliate Service (regardless of the reason for such termination and whether or not later found to be invalid or in breach of labor laws in the jurisdiction where you are employed or engaged or the terms of your employment or consulting agreement, if any), and your period of Service will not include any contractual notice period or any period of "garden leave" or similar period mandated under labor laws in the jurisdiction where you are employed or engaged or the terms of your employment or consulting agreement, if any. The In case of any dispute as to whether and when your termination of Service has occurred for purposes of this Option, the Committee shall have the exclusive sole discretion to determine when you are no longer actively providing services for purposes of this Option whether such termination has occurred (including whether you may still be considered to be providing services Service while on a leave of absence). absence) and the effective date of such termination. 2 (d) No Notice. You are responsible for keeping track of these exercise periods following your termination of Service for any reason. The Company will is not obligated to provide further notice of such periods. periods and you should not depend on the Company or the Plan Broker (as defined below) providing any such notice (even if such notices have been provided in the past or are provided in some but not all termination circumstances). In no event shall this Option be exercised later than the Expiration Date set forth in the Notice of Grant. View More
Termination. (a) General Rule. If your Service terminates for any reason except death or Disability, and other than for Cause, then this Option will expire at the close of business at Company headquarters on the date three months after your termination of Service (subject to the expiration detailed in Section 6). 6 or as provided in the Plan). If your Service is terminated for Cause, this Option will expire upon the date of such termination.You termination. You acknowledge and agree that the vesting schedule... set forth in the Notice of Grant may change prospectively in the event that your service status changes between full and part-time status in accordance with Company policies relating to work schedules and vesting of awards. You acknowledge that the vesting of the Shares pursuant to this Agreement is earned only by continuing Service. (b) Death; Disability. If you die before your Service terminates (or you die within three months of your termination of Service other than for Cause), then this Option will expire at the close of business at Company headquarters on the date 12 months after the date of death (subject to the expiration detailed in Section 6). 6 or as provided in the Plan). If your Service terminates because of your Disability, then this Option will expire at the close of business at Company headquarters on the date 12 months after your termination date (subject to the expiration detailed in Section 6). 6 or as provided in the Plan). (c) Termination Date. For purposes of this Option, your Service will be considered terminated as of the date you are no longer actively providing services to the Company or a Parent, Subsidiary or Affiliate Service (regardless of the reason for such termination and whether or not later found to be invalid or in breach of labor laws in the jurisdiction where you are employed or engaged or the terms of your employment or consulting agreement, if any), and your period of Service will not include any contractual notice period or any period of "garden leave" or similar period mandated under labor laws in the jurisdiction where you are employed or engaged or the terms of your employment or consulting agreement, if any. The In case of any dispute as to whether and when your termination of Service has occurred for purposes of this Option, the Committee shall have the exclusive sole discretion to determine when you are no longer actively providing services for purposes of this Option whether such termination has occurred (including whether you may still be considered to be providing services Service while on a leave of absence). absence) and the effective date of such termination. 2 (d) No Notice. You are responsible for keeping track of these exercise periods following your termination of Service for any reason. The Company will is not obligated to provide further notice of such periods. periods and you should not depend on the Company or the Plan Broker (as defined below) providing any such notice (even if such notices have been provided in the past or are provided in some but not all termination circumstances). In no event shall this Option be exercised later than the Expiration Date set forth in the Notice of Grant. View More
Termination. This Agreement shall remain in effect until the Termination Date. However, no such termination shall impair Seller's outstanding Obligations to Buyer at the time of such termination. Seller's obligations under Paragraph 3(e), Paragraph 10 and Paragraph 17 and any other reimbursement or indemnity obligation of Seller to Buyer pursuant to this Agreement or any other Program Documents shall survive the termination hereof.
Termination. This Agreement shall remain in effect until the Termination Date. However, no such termination shall impair Seller's outstanding Obligations to Buyer or Agent at the time of such termination. Seller's obligations under Paragraph 3(e), Paragraph 10 3(e) and Paragraph 17 23 and any other reimbursement or indemnity obligation of Seller to Buyer or Agent pursuant to this Agreement or any other Program Documents shall survive the termination hereof.
Termination. This Agreement shall terminate upon the earliest of (a) the Closing of the Merger, (b) the termination of the Merger Agreement in accordance with its terms, and (c) the time this Agreement is terminated upon the mutual written agreement of Acquiror, the Company and the Sponsor.
Termination. This Agreement shall terminate upon the earliest of (a) the Closing of the Merger, (b) the termination of the Merger Agreement in accordance with its terms, and (c) the time this Agreement is terminated upon the mutual written agreement of Acquiror, the Company and the Sponsor. each Securityholder.
Termination. This Agreement shall terminate upon the earliest of (a) the Closing of the Merger, Effective Time, (b) the termination of the Plan of Merger Agreement in accordance with its terms, and (c) the time this Agreement is terminated upon the mutual written agreement of Acquiror, Parent, the Company and the Sponsor. Insiders.
Termination. This Agreement may be terminated, and the Merger and the other transactions provided for herein may be abandoned, whether before or after the adoption of this Agreement by the sole stockholder of Merger Sub, at any time prior to the Effective Time, by action of the board of directors of the Company. In the event of termination of this Agreement, this Agreement shall forthwith become void and have no effect, and neither the Company, Merger Sub nor their respective stockholders, directors or offic...ers shall have any liability with respect to such termination or abandonment.View More
Termination. This Notwithstanding anything herein to the contrary, this Agreement may be terminated, and the Merger and the other transactions provided for herein may be abandoned, whether before or after the adoption of this Agreement by the shareholders of the Company and/or the sole stockholder shareholder of Merger Sub, at any time prior to the Effective Time, by action of the board of directors of the Company. In the event of termination of this Agreement, this Agreement shall forthwith become void and ...have no effect, and neither the Company, Holdings, Merger Sub nor their respective stockholders, shareholders, directors or officers shall have any liability with respect to such termination or abandonment. View More
Termination. This Agreement may be terminated, and the Merger and the other transactions provided for herein may be abandoned, whether before or after the adoption of this Agreement by the sole stockholder of Merger Sub, at any time prior to the Effective Time, by action of the board of directors of the Company. Company, Holdco and Merger Sub. In the event of termination of this Agreement, this Agreement shall forthwith become void and have no effect, and neither the Company, Holdco, Merger Sub nor their res...pective stockholders, directors or officers shall have any liability with respect to such termination or abandonment. View More
Termination. This Agreement shall automatically terminate without further action upon the earliest to occur (the "Expiration Date") of (i) the Effective Time, (ii) the termination of the Merger Agreement in accordance with its terms, (iii) the date of the RMT Partner Stockholders Meeting, including any adjournments or postponements thereof, if the RMT Partner Stockholder Approval is not obtained at such meeting taken in accordance with the Merger Agreement, (iv) the date the parties to the Merger Agreement e...nter into a material amendment thereto without the prior written consent of the Stockholders (other than with respect to a Delayed RMT), (v) if the Triggering Event has occurred, upon a RMT Partner Change of Recommendation and (vi) the written agreement of the Stockholders, RMT Partner, Remainco and Spinco to terminate this Agreement; provided, however, that notwithstanding anything in this Agreement to the contrary, (a) no such termination shall relieve any party of any liability or damages to any other party resulting from any Willful Breach of this Agreement, (b) the provisions set forth in this Section 9, Section 5(f), Section 8 and Sections 11 through 22, inclusive, shall survive the termination of this Agreement and (c) the provisions set forth in Section 4(d) and Section 10 shall survive the termination of this Agreement until the earlier to occur of the Effective Time and the termination of the Merger Agreement in accordance with its terms.View More
Termination. This Agreement shall automatically terminate without further action upon the earliest to occur (the "Expiration Date") of (i) the Effective Time, (ii) the termination of the Merger Agreement in accordance with its terms, (iii) (ii) the date of the RMT Partner Stockholders Meeting, including any adjournments or postponements thereof, after the polls close at such meeting and only if the RMT Partner Stockholder Approval is not obtained at such meeting where a vote was taken in accordance with the ...Merger Agreement, (iv) the date the parties (iii) any amendment, supplement or modification to the Merger Agreement enter into or the Separation Agreement or waiver of any condition therein which would materially and adversely affect the Stockholders or increase the relative pro forma aggregate ownership percentage of Remainco's stockholders in RMT Partner (as compared to the aggregate ownership percentage of RMT Partner's stockholders in RMT Partner prior to the Effective) at the Effective Time (other than in a material amendment thereto de minimis manner), in each case, if effected without the prior written consent of the Stockholders (other than with respect to a Delayed RMT), Stockholders, (iv) effectuation of any Alternative Transaction Structure without the prior written consent of the Stockholders, (v) if the Triggering Event has occurred, upon a RMT Partner Change of Recommendation and (vi) the written agreement of the Stockholders, RMT Partner, Remainco and Spinco to terminate this Agreement; provided, however, that notwithstanding anything in this Agreement to the contrary, (a) no such termination shall relieve any party of any liability or damages to any other party resulting from any Willful Breach of this Agreement, (b) the provisions set forth in this Section 9, 11, Section 5(f), Section 8 7(f) and Sections 11 13 through 22, 23, inclusive, shall survive the termination of this Agreement and (c) the provisions set forth in Section 4(d) 4(d), Section 5, Section 6 and Section 10 12 shall survive the termination of this Agreement until the earlier to occur of the Effective Time and the termination of the Merger Agreement in accordance with its terms. 9 12. Specific Performance. The parties acknowledge and agree that (i) the covenants, obligations and agreements contained in this Agreement relate to special, unique and extraordinary matters, (ii) the parties are relying on such covenants in connection with entering into the Merger Agreement and (iii) a violation of any of the terms of such covenants, obligations or agreements will cause the other parties irreparable injury for which adequate remedies are not available at law and for which monetary damages are not readily ascertainable. Therefore, the parties agree that the other parties hereunder shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond), in addition to remedies at law or in damages, as a court of competent jurisdiction may deem necessary or appropriate to restrain any other party from committing any violation of such covenants, obligations or agreements, and shall not oppose the granting of such relief on the basis that the applicable other party has an adequate remedy at law or in damages. View More
Termination. This Agreement shall automatically terminate without further action upon the earliest to occur (the "Expiration Date") of (i) the Effective Time, (ii) the termination of the Merger Agreement in accordance with its terms, (iii) (ii) the date of the RMT Partner Stockholders Meeting, including any adjournments or postponements thereof, after the polls close at such meeting and only if the RMT Partner Stockholder Approval is not obtained at such meeting where a vote was taken in accordance with the ...Merger Agreement, (iv) the date the parties (iii) any amendment, supplement or modification to the Merger Agreement enter into or the Separation Agreement or waiver of any condition therein which would materially and adversely affect the Stockholders or increase the relative pro forma aggregate ownership percentage of Remainco's stockholders in RMT Partner (as compared to the aggregate ownership percentage of RMT Partner's stockholders in RMT Partner prior to the Effective) at the Effective Time (other than in a material amendment thereto de minimis manner), in each case, if effected without the prior written consent of the Stockholders (other than with respect to a Delayed RMT), Stockholders, (iv) effectuation of any Alternative Transaction Structure without the prior written consent of the Stockholders, (v) if the Triggering Event has occurred, upon a RMT Partner Change of Recommendation and (vi) the written agreement of the Stockholders, RMT Partner, Remainco and Spinco to terminate this Agreement; provided, however, that notwithstanding anything in this Agreement to the contrary, (a) no such termination shall relieve any party of any liability or damages to any other party resulting from any Willful Breach of this Agreement, (b) the provisions set forth in this Section 9, 11, Section 5(f), Section 8 7(f) and Sections 11 13 through 22, 23, inclusive, shall survive the termination of this Agreement and (c) the provisions set forth in Section 4(d) 4(d), Section 5, Section 6 and Section 10 12 shall survive the termination of this Agreement until the earlier to occur of the Effective Time and the termination of the Merger Agreement in accordance with its terms. View More
Termination. 9.1This Agreement may be terminated prior to the expiration of the Term should either party materially breach this Agreement, the non-breaching party provides the breaching party with thirty (30) days advance written notice of termination, and such breach is not remedied within such thirty (30) day period. 9.2In the event of termination pursuant to Section 9.1 by Miromatrix, Mayo shall return to Miromatrix the Consideration paid under Section 3.4 of this Agreement and Miromatrix waives all right...s and options to data, results and Mayo inventions and discoveries as granted hereunder. 9.3In the event of termination pursuant to Section 9.1 by Mayo, Miromatrix shall reimburse Mayo for the amount of the Budget corresponding to the percent of the Budget "Specific Aims" already completed as of the date of termination.View More
Termination. 9.1This Agreement may be terminated prior to the expiration of the Term should either party materially breach this Agreement, the non-breaching party provides the breaching party with thirty (30) days advance written notice of termination, and such breach is not remedied within such thirty (30) day period. 9.2In the event of termination pursuant to Section 9.1 by Miromatrix, Mayo shall return to Miromatrix Miromatrtix the Consideration paid under Section 3.4 of this Agreement and Miromatrix waiv...es all rights and options to data, results and Mayo inventions and discoveries as granted hereunder. 9.3In the event of termination pursuant to Section 9.1 by Mayo, Miromatrix shall reimburse Mayo for the amount of the Budget corresponding to the percent of the Budget "Specific Aims" already completed as of the date of termination. View More
Termination. (a) This Agreement may be terminated by the Seller and Owners (acting together) if the conditions set forth in Section 6 have not been satisfied by the Termination Date, provided that such failure is not due to Seller's or any Owner's breach of this Agreement. (b) This Agreement may be terminated by Buyer if the conditions set forth in Section 7 have not been satisfied by the Termination Date, provided that such failure is not due to Buyer's or Designated Subsidiary's breach of this Agreement.
Termination. (a) This Agreement may be terminated by the Seller and Owners (acting together) if the conditions set forth in Section 6 have not been satisfied by the Termination Date, provided that such failure is not due to Seller's or any Owner's breach of this Agreement. (b) This Agreement may be terminated by Buyer if the conditions set forth in Section 7 have not been satisfied by the Termination Date, provided that such failure is not due to Buyer's or Designated Subsidiary's breach of this Agreement. (...i) In case of termination of the Agreement by Buyer by the Termination Date, Seller and Owners agree to reimburse the Buyer in full for any cash expenditures Buyer had from the Closing Date to the Termination Date relating to the operations of the Designated Subsidiary (salaries, consulting fees, credit card payment, legal fees, etc.) and any equity issued to the Seller and Owners shall be returned to the Buyer or canceled. View More
Termination. This Agreement shall terminate upon the earlier to occur of (a) termination of the License Agreement, or (b) termination of the Trust. BlackRock shall notify the Trustee as soon as reasonably practicable of the occurrence of the event described in (a) above. Upon termination of this Agreement, the Trust's right to use the Licensor Patent Rights pursuant to the License Agreement shall terminate immediately.
Termination. This Agreement shall terminate upon the earlier to occur of (a) termination of the License Agreement, or (b) termination of the Trust. BlackRock shall notify the Trustee as soon as reasonably practicable of the occurrence of the event described in (a) above. Upon termination of this Agreement, the Trust's right to use the Licensor Patent Rights pursuant to the License Agreement shall terminate immediately.
