Rights of Termination. 10.1 The Company may in its sole discretion terminate this agreement by written notice to the Customer if:
(a) The Customer defaults in performing its obligations under this agreement and the default, if capable of being remedied, is not remedied within seven (7) days from receiving a notice specifying the default and requiring remedy; or
(b) The Customer defaults in the performance of its obligations under this agreement and the default is in the Company’s reasonable opinion incapable of being remedied; or
(c) The Customer commits an act of insolvency including a compromise with creditors or appoints a voluntary administrator; or if a receiver is appointed in respect of the assets of the Customer; or if an arrangement with the Customer’s creditors is made or likely to be made; or if the Customer ceases or threatens to cease carrying on business; or if the ownership or effective control of the Customer is transferred or the nature of the Customer’s business is materially altered, or the Customer is adjudicated bankrupt.
10.2 Termination of this agreement will not prejudice or affect the rights, remedies and claims and/or any liabilities of the Company. The Company shall have no liability or responsibility whatsoever to the Customer for any loss or damage of any kind which may result directly or indirectly from such termination of this agreement.
Rights of Termination. If:
(a) no Step-in Notice or Proposed Transfer Notice is given before a Termination Notice expires or within 15 Business Days after termination of the Project Agreement by the Authority;
(b) a Step-in Undertaking is not issued on or before the Proposed Step-in Date;
(c) the Step-In Notice is withdrawn or, pursuant to Section 3.7, is deemed to have been withdrawn;
(d) the Step-In Period ends before the occurrence of the Transfer Effective Date;
(e) in the absence of a Step-in Undertaking, the Material Project Contractor reasonably withholds its consent to a transfer pursuant to a Proposed Transfer Notice, in accordance with Section 4.3, and does not subsequently grant consent to a transfer in accordance with Section 4.4 on or before the Proposed Transfer Date;
(f) in the absence of a Step-in Undertaking, a Transfer Agreement is not entered into on the Proposed Transfer Date;
(g) the Material Project Contractor is entitled to terminate the Material Contract under Section 3.8 or 4.7; or
(h) the Authority exercises its right to Step-out under Section 3.9, then on the Step-out Date, the Material Project Contractor may:
(i) exercise all of its rights under the Material Contract and act upon any and all grounds for termination available to it in relation to the Material Contract whenever occurring; and
(j) pursue any and all claims and exercise any and all rights and remedies against Project Co.
Rights of Termination. Without limiting any of the other provisions of this Agreement, the Agent will be entitled, at its option, to terminate and cancel, without any liability on its part or on the part of the Purchasers, its obligations under this Agreement by giving written notice to the Corporation at any time prior to the Closing Time if, after the date hereof and at any time prior to the Closing:
(a) there shall have occurred any change in any material fact, material change (actual, intended, anticipated or threatened) or the Agent shall have discovered any previously undisclosed material fact (determined by the Agent in its sole discretion, acting reasonably) in relation to the Corporation, which, in the opinion of the Agent, acting reasonably, prevents or restricts trading in or the Distribution of the Offered Units or securities underlying the Offered Units or has or could reasonably be expected to have a Material Adverse Effect;
(b) there shall have occurred any change in the Applicable Securities Laws of any Selling Jurisdiction or any inquiry, investigation or other proceeding by a securities regulatory authority or any order is issued under or pursuant to any statute of Canada or any province thereof or any stock exchange in relation to the Corporation or any of its securities (except for any inquiry, investigation or other proceeding based upon activities of the Agent and not upon activities of the Corporation), which, in the reasonable opinion of the Agent, would be expected to have a significant adverse effect on the market price of value of the Offered Units or securities underlying the Offered Units;
(c) there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence or catastrophe, accident, public protest, government law or regulation, war or act of terrorism of national or international consequence or any law or regulation which, in the opinion of the Agent, seriously adversely affects or involves, or will seriously adversely affect, or involve, the financial markets or the business, operations or affairs of the Corporation or the market price of value of the Offered Units or securities underlying the Offered Units;
(d) the state of the financial markets in Canada and the United States is such that, in the reasonable opinion of the Agent, the Offered Units cannot be marketed profitably;
(e) there is an inquiry or investigation (whether formal or informal) by any Securities Regulator or other regu...
Rights of Termination. If the Premises are damaged by fire or casualty, Landlord shall exercise reasonable efforts to cause the Trust to restore, repair or rebuild the same (collectively, “Repair,” or any derivative of such word), including exercising Landlord’s Vote. If the damage caused thereby is uninsured by Landlord or by the Condominium Trust, or if such insurance will be inadequate to pay the cost of repairs, Landlord may at any time thereafter elect to terminate this Lease. If the same are not Repaired to a condition suitable for Tenant’s fixturing and equipping within nine (9) months after such fire or casualty, without regard to the reason therefor but subject to extension for periods of any delay caused by Force Majeure, Tenant may terminate this Lease, by giving Landlord notice of its desire to do so within fifteen (15) days after the expiration of such nine-month period (as so extended). Such remedy shall (in addition to Tenant’s rent abatement rights under Section 12.1) be Tenant’s sole and exclusive remedy. If the Condominium Trustees or the Unit Owners of the Condominium shall not vote to Repair within the applicable time period under the Condominium Documents, Landlord or Tenant may terminate this Lease by giving written notice to the other within fifteen (15) days after the expiration of such time period. If any part of the Building is taken by any exercise of the right of eminent domain, Landlord may terminate this Lease (notwithstanding that Landlord’s entire interest may have been taken). If this Lease is not so terminated, Landlord shall use reasonable efforts to cause the Premises, or what may remain thereof to be Repaired by the Condominium Trust to as close to their original configuration as reasonably possible. If, as a result of such taking, it shall be impossible to Repair the Premises to such condition, or they are not in fact so Repaired to a condition suitable for Tenant’s use within nine (9) months after any such taking without regard to the reason therefore but subject to Force Majeure, Tenant may terminate this Lease by giving written notice to Landlord within fifteen (15) days after the expiration of such 9-month period. Such remedy shall be Tenant’s sole and exclusive remedy. If the taking shall be of the entire Premises or the Condominium Trustees or Unit Owners of the Condominium shall not vote to Repair, Landlord or Tenant may terminate this Lease. Landlord’s right and duties under this paragraph are subject to the rights of any institution...
Rights of Termination. (a) In addition to any other rights or remedies available to the Underwriter, the Underwriter may, without liability, terminate their obligations hereunder, by written notice to the Corporation in the event that after the date hereof and at or prior to the Closing Time:
(i) any order to cease or suspend trading in any securities of the Corporation or prohibiting or restricting the distribution of any of the Units is made, or proceedings are announced, commenced or threatened for the making of any such order, by any securities commission or similar regulatory authority, the Exchange, Nasdaq, or any other competent authority, and such order or proceeding has not been rescinded, revoked or withdrawn or such announced, commenced or threatened proceeding has not been terminated or withdrawn;
(ii) any inquiry, action, suit, investigation or other proceeding (whether formal or informal) in relation to the Corporation or any of its directors or senior officers is announced, commenced or threatened by any Governmental Authority, securities commission or similar regulatory authority, the Exchange, Nasdaq or any other competent authority or there is a change in law, regulation or policy or the interpretation or administration thereof, if, in the reasonable opinion of the Underwriter or any one of them, the change, announcement, commencement or threatening thereof operates to prevent or restrict the trading or distribution of the Units, or which in the reasonable opinion of the Underwriter, acting in good faith, could be expected to have a material adverse effect on the market price or value of the Units;
(iii) there shall have occurred any material adverse change in the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the Corporation or any adverse change in any material fact contained or referred to in the Preliminary, Final Prospectus or Supplemented Prospectus or any amendment thereof, or there shall exist or be discovered by the Underwriter any material fact which is, or may be, of such a nature as to render the Preliminary, Final Prospectus or Supplemented Prospectus or any amendment thereof, untrue, false or misleading in a material respect or result in a misrepresentation (other than a change or fact related solely to the Underwriter), which in the reasonable opinion of any Underwriter could be expected to have a material adverse effect on the market price of the Common Shares or value of the U...
Rights of Termination. This Agreement may be terminated as follows:
Rights of Termination. (1) If, prior to the Closing Time, or the Over-Allotment Option Closing Time, as applicable,
(a) any inquiry, action, suit, investigation or other proceeding (whether formal or informal) is commenced, announced or threatened or any order is made or issued under or pursuant to any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality (including without limitation the CSE or any securities regulatory authority), other than an inquiry, investigation, proceeding or order based upon the activities of the Underwriters, or there is a change in any law, rule or regulation, or the interpretation or administration thereof, which, in the reasonable opinion of the Underwriters, operates to prevent, restrict or otherwise seriously adversely affects the distribution or trading of the subordinate voting shares of the Company or any other securities of the Company or the market price or value of the subordinate voting shares of the Company or the Offered Shares;
(b) there shall occur or come into effect any material change in the business, affairs (including, for greater certainty, any change to the board of directors or executive management of the Company, including the departure of the Company’s CEO, CFO, COO or president (or persons in equivalent positions)), financial condition or financial prospects of the Company, any change in any material fact or new material fact, or there should be discovered any previously undisclosed fact which, in each case, in the reasonable opinion of the Underwriters, has or could reasonably be expected to seriously adversely affect the market price, value or marketability of the Securities;
(c) there should develop, occur or come into effect or existence any event, action, state, or condition or any action, law or regulation, inquiry, including, without limitation, terrorism, accident or major financial, political or economic occurrence of national or international consequence, any escalation in the severity of the COVID-19 pandemic from the date of this Agreement or any action, government, law, regulation, inquiry or other occurrence of any nature, which, in the reasonable opinion of the Underwriters, seriously adversely affects or involves, or may seriously adversely affect or involve, the financial markets in Canada or the U.S. or the business, operations or affairs of the Company;
(d) an order shall have been made or threatened to cease or suspend trading in securi...
Rights of Termination. (a) In addition to any other rights or remedies available to the Underwriters, the Underwriters, or any of them, may, without liability, terminate their respective obligations hereunder (and any obligations of any affiliates and any sub-agents), by written notice to the Corporation, in the event that after the date hereof and at or prior to the Closing Time:
(i) any order to cease or suspend trading in any securities of the Corporation, or prohibiting or restricting the distribution of the Offered Debentures or the Common Shares issuable upon conversion or redemption or at maturity of the Offered Debentures is made, or proceedings are announced or commenced for the making of any such order, by any securities commission, stock exchange, or similar regulatory authority, and has not been rescinded, revoked or withdrawn, which operates or could operate to prevent or restrict trading in the Offered Debentures or Common Shares or distribution thereof in any of the Qualifying Jurisdictions;
(ii) any inquiry, action, suit, investigation or other proceeding, whether formal or informal, is commenced, announced or threatened in relation to the Corporation or any order is made by any securities commission, stock exchange, or any other federal, provincial or other governmental authority in relation to the Corporation, or the Corporation’s directors and officers in their capacity with the Corporation which, in the sole opinion of the Underwriters (or any one of them) acting reasonably, operates to prevent or restrict materially the distribution or trading of the Offered Debentures or the Common Shares issuable upon conversion or redemption or at maturity of the Offered Debentures or which, in the sole opinion of the Underwriters (or any one of them), acting reasonably, adversely impacts the marketability of the Offered Debentures in a material manner;
(iii) there should occur or be announced by the Corporation any change, fact or event which results, or in the sole opinion of the Underwriters (or any one of them) might reasonably be expected to result, in a Material Adverse Effect or a material adverse effect on the market price or value of the Offered Debentures or the Common Shares issuable upon conversion or redemption or at maturity of the Offered Debentures;
(iv) there should develop, occur or come into effect or existence any event, action, state, condition, financial occurrence or catastrophe of national or international consequence or any law or regulation, whic...
Rights of Termination. (a) Except as otherwise provided herein, all terms and conditions set out herein shall be construed as conditions and any breach or failure by Tahoe or Goldcorp to comply with any conditions in favour of the Underwriters shall entitle any of the Underwriters to terminate in accordance with subsection (b) of this section its obligation to purchase the Purchased Shares by written notice to that effect given to Tahoe and Goldcorp prior to the Closing Time. Tahoe and Goldcorp shall each use their best efforts to cause all conditions in this Agreement to be satisfied. It is understood that the Underwriters may waive, in whole or in part, or extend the time for compliance with, any of such terms and conditions without prejudice to their rights in respect of any subsequent breach or non-compliance; provided that to be binding on the Underwriters, any such waiver or extension must be in writing and signed by each of the Underwriters.
(b) In addition to any other remedies which may be available to the Underwriters in respect of any default, act or failure to act, or non-compliance with the terms of this Agreement by Tahoe or Goldcorp, any Underwriter shall be entitled, at its option, to terminate, without any liability on such Underwriter’s part, such Underwriter’s obligations under this Agreement, to purchase the Purchased Shares by giving written notice to Tahoe and Goldcorp at any time at or prior to the Closing Time if:
(i) any order to cease or suspend trading in any securities of Tahoe or prohibiting or restricting the distribution of any securities of Tahoe, including the Purchased Shares, is made, or proceedings are announced, commenced or threatened for the making of any such order, by any securities commission or similar regulatory authority, any stock exchange or any other competent authority, and has not been rescinded, revoked or withdrawn;
(ii) there shall have occurred any material change or change in any material fact, or there shall be discovered any previously undisclosed material change or material fact or any new material fact in relation to Tahoe, in each case which, in the reasonable opinion of the subject Underwriter, has or would be expected to have a significant adverse effect on the market price or value of the common shares of Tahoe;
(iii) any inquiry, action, suit, investigation or other proceeding, whether formal or informal, is commenced, announced or threatened or any order is made by any Governmental Body having jurisdiction or autho...
Rights of Termination. If: no Step-in Notice or Proposed Novation Notice is given before a Termination Notice expires or within [ ] Business Days after termination of the Design & Build Development Agreement by the Authority; or a Step-in Undertaking is not issued on the Proposed Step-in Date; or the Step-in Notice is withdrawn or, pursuant to Clause 3.2.6, deemed to have been withdrawn; or the Step-in Period ends before the occurrence of the Novation Effective Date; or in the absence of a Step-in Undertaking, the Construction Contractor withholds its consent to a novation pursuant to a Proposed Novation Notice, in accordance with Clause 4.3 (Grant of Consent), and does not subsequently grant consent to a novation in accordance with Clause 4.4 (Consent Withheld) on or before the Proposed Novation Date; or in the absence of a Step-in Undertaking, the obligations of the Proposed Substitute set out in Clause 4.5 (Implementation of Novation) are not performed on the Proposed Novation Date; or the Construction Contractor is entitled to terminate the Construction Contract under Clause 3.3 (Restriction of Right of Termination) or 4.6 (Termination After Novation); or the Authority exercises its right to Step-out under Clause 3.4.1, the Construction Contractor shall, on and from the Step-Out Date be entitled to: exercise all of its rights under the Construction Contract and act upon any and all grounds for termination available to it in relation to the Construction Contract whenever occurring; and/or pursue any and all claims and exercise any and all rights and remedies against xxxxx.
