2Termination Sample Clauses

2TerminationThe Representative shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock Exchange or the Nasdaq Stock Market LLC shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction; or (iii) if the United States shall have become involved in a new war or an increase in major hostilities; or (iv) if a banking moratorium has been declared by a New York State or federal authority; or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States or Japanese securities markets; or (vi) if 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 your opinion, make it inadvisable to proceed with the delivery of the Firm Shares or Option Shares; or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder; or (viii) if the Representative 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 Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Public Securities or to enforce contracts made by the Underwriters for the sale of the Public Securities.
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2Termination. 33.2. 1The Authority may at any time terminate this Agreement by notice in writing if: (a) subject to six month notice, the Authority's funding constraints are such that it can no longer afford to maintain all the agreements it has in place for the purchase of secure accommodation; (b) the Authority has assessed that the children are at risk or the placement is unsafe. This will be in the following circumstances: (i) where continuing registration as a Children's Home is in doubt or a decision to suspend registration is pending; (ii) licensing as a secure unit is in doubt or a decision to suspend the licence is pending; (iii) there is the consideration of the imposition of conditions on licensing; and (iv) if registration or licence are cancelled or conditions are imposed that limit the Authority 's ability to place a Young Person (for example issues identified during an Inspection give Authority sufficient cause for concern (c) where the Authority has reasonably deemed Young People to be at risk and has suspended placements and/or removed Young People from the establishment (d) a policy change in the Authority results in a reduction in its ability to continue to purchase beds; and (e) any change in Regulatory Requirements results in the Authority no longer being able to purchase beds or such purchase is restricted. The contract termination notice will include: (i) states the date by which, the contract with the Provider will be terminated; (ii) the number of places and bed-nights the notice applies to; and (iii) the date the young people are expected to be removed and the date payment will cease. 33.2. 2Where 28.2(a), (c), (d) or (e) applies then the Authority will issue a contract termination notice at least 6 months prior to the date of the end of the contract to the Providers Representative.
2Termination. (a) Either party may terminate this Agreement or an SOW immediately if the other party (i) fails to cure a material breach of the Agreement or SOW within 30 days after receiving notice of the breach; (ii) materially breaches the Agreement or SOW in a manner that cannot be cured; (iii) dissolves or stops conducting business without a successor; (iv) makes an assignment for the benefit of creditors; or (v) becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than 60 days. (b) Either party may terminate an affected SOW immediately if a Force Majeure Event prevents Provider from providing the Services for 30 or more consecutive days. (c) Either party may terminate this Agreement for any or no reason if there are no active SOWs. (d) A party must notify the other of its reason for termination.
2TerminationThis Agreement shall terminate upon the earliest of (a) occurrence of the effective date of termination specified in any written notice of termination given by any party to the other parties not later than sixty (60) days prior to the effective date of termination specified therein, (b) such other date of termination as may be mutually agreed upon by the parties in writing.
2Termination. (1) This Agreement may be terminated prior to the Effective Time (notwithstanding any approval of this Agreement or the Arrangement Resolution by the Company Shareholders or the approval of the Arrangement by the Court) by: (a) the mutual written agreement of the Parties; or (b) either the Company or the Purchaser if: (i) the Required Approval is not obtained at the Company Meeting in accordance with the Interim Order, provided that a Party may not terminate this Agreement pursuant to this Section 7.2(1)(b)(i) if the failure to obtain the Required Approval has been caused by, or is a result of, a breach by such Party of any of its covenants or agreements under this Agreement; (ii) after the date of this Agreement, any Law is enacted, made, enforced or amended, as applicable, that makes the consummation of the Arrangement illegal or otherwise permanently prohibits or enjoins the Company or the Purchaser from consummating the Arrangement, and such Law has, if applicable, become final and non-appealable, provided the Party seeking to terminate this Agreement pursuant to this Section 7.2(1)(b)(ii) has used its commercially reasonable efforts to, as applicable, appeal or overturn such Law or otherwise have it lifted or rendered non-applicable in respect of the Arrangement; or (iii) the Effective Time has not occurred by the Outside Date, provided that a Party may not terminate this Agreement pursuant to this Section 7.2(1)(b)(iii) if the failure of the Effective Time to so occur has been caused by, or is a result of, a breach by such Party of any of its covenants or agreements under this Agreement; (c) the Company: (i) after it has delivered a Termination Notice to the Purchaser in accordance with and pursuant to the terms of Section 4.8(3); provided that the Company is not then in breach of this Agreement so as to cause any condition in Section 6.2(1) or Section 6.2(2) not to be satisfied; (ii) if prior to the approval by the Company Shareholders of the Arrangement Resolution, the Company Board authorizes the Company to enter into a definitive written agreement with respect to a Superior Proposal (other than a confidentiality agreement permitted by and in accordance with Section 5.3), provided the Company is then in compliance with Article 5 and that prior to or concurrent with such termination the Company pays the Termination Fee in accordance with Section 7.4; ​ ​ (iii) if the Purchaser breaches Section 4.11; or (iv) if any event occurs as a result of which ...
2Termination. This Agreement may be terminated:
2Termination. Either party may terminate this Agreement at any time upon fifteen (15) days prior written notice to the other for any reason or no reason. Client may also terminate this Agreement immediately in its sole discretion upon Consultant’s material breach of this Agreement. ​
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2TerminationEach Participant may terminate this Agreement with respect to its involvement as a Participant by providing written notice of such termination to the Company at least 30 days prior to the date of termination. The Company may terminate this Agreement for any reason or no reason by providing written notice of such termination to the other Participants at least 30 days prior to the date of termination.
2TerminationIn addition to any other termination rights provided elsewhere in this Agreement, the following termination rights shall apply:
2TerminationThe covenants set forth in Section 4.1 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, or (ii) upon the closing of a Deemed Liquidation Event[, as such term is defined in the Certificate of Incorporation,] [in which the consideration received by the Investors in such Deemed Liquidation Event is in the form of cash and/or publicly traded securities, or if the Investors receive participation rights from the acquiring company or other successor to the Company reasonably comparable to those set forth in this Section 4] whichever event occurs first [and, as to each Major Investor, in accordance with Section 4.1(e)].
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