Termination by the Standby Purchasers Sample Clauses

Termination by the Standby Purchasers. The Standby Purchasers will be entitled by giving written notice to RBC at any time prior to the Closing Time, to terminate and cancel, without any liability on their part, their obligations under this Agreement, if, (a) any inquiry, investigation (whether formal or informal) or other proceeding is commenced by a Governmental Entity pursuant to applicable Laws in relation to RBC or any of its subsidiaries, or in relation to any of the directors or officers of RBC, any of which suspends or ceases trading in the Rights or other Securities or operates to prevent or restrict the lawful distribution of the Securities; (b) any order is issued by a Governmental Entity pursuant to applicable Laws, or if there is any change of Law, either of which suspends or ceases trading in any of the Rights or other Securities or operates to prevent or restrict the lawful distribution of any of the Rights or other Securities issuable upon exercise of the Rights; (c) any Material Adverse Change occurs at anytime following the execution of the Agreement by the Standby Purchasers; (d) the Shares or the Rights are de-listed or suspended or halted for trading for a period greater than one Business Day for any reason by the TSX at any time prior to the closing of the Rights Offering; (e) the conditions to closing in favour of the Standby Purchasers referred to in Section 6.2 above have not been satisfied on or before December 30, 2011; (f) the Final Prospectus has not been filed in each of the Qualifying Jurisdictions on or before November 30, 2011; or (g) the Rights Offering is otherwise terminated or cancelled or the closing (as contemplated in Article 6 has not occurred on or before December 30, 2011. Notwithstanding any other provision hereof, should RBC or the Standby Purchasers validly terminate this Agreement pursuant to, and in accordance with, this Article 7, the obligations of both RBC and the Standby Purchasers under this Agreement will terminate and there will be no further liability on the part of the Standby Purchasers to RBC or on the part of RBC to the Standby Purchasers hereunder (except for any liability of any party that exists at such time or that may arise thereafter pursuant to Article 8 or Section 10.1, which shall survive any such termination).
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Termination by the Standby Purchasers. The Standby Purchasers may terminate and cancel this obligations under this Agreement, without any liability on their part, if: (a) HHH or SEG is in default of its obligations hereunder in any material respect and fails to remedy such material breach on or before the date that is 15 days following the date upon which a Standby Purchaser has provided written notice of such breach; (b) any of the conditions set out in Sections 8.2 or 8.3 are not satisfied on or before the Closing Date, provided that in the case of the conditions set out in Section 8.2, the Standby Purchasers have used commercially reasonable efforts to comply with (or cause to be complied with) such conditions; or (c) the Rights Offering is otherwise terminated or cancelled or the closing (as contemplated by Article 8) has not occurred on or before the Drop Dead Date; provided, however, that the right to terminate this Agreement under this Section 10.3(c) shall not be available to a Standby Purchaser if its failure to comply with any provision of this Agreement has been the cause of the failure of the Closing Date to occur on or prior to such date.
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Termination by the Standby Purchasers. In addition to their other rights in this letter agreement, the parties hereby agree that each Standby Purchaser shall have the right to terminate, without any liability, its obligations hereunder and under its Standby Purchase Agreement with respect to a particular Offering if (i) after January 15, 1999 there shall be a material adverse change in the Company's business, financial condition or results of operations (except to the extent (a) such business, financial condition or results of operations are reflected or described in (x) the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998, as amended by its Amendment to Annual Report on Form 10-K/A for the fiscal year ended December 31, 1998, as filed with the Securities and Exchange Commission on April 13, 1999, or (y) the section of the base prospectus entitled "The Company" contained in the Registration Statement, as amended through April 13, 1999, or (b) any such changes result from the decline in the trading prices of stocks generally), (ii) between the date the rights with respect to such Offering are distributed and the Closing Time (as defined in each of the Standby Purchase Agreements) of such Offering, trading in securities generally on the NYSE is suspended, (iii) between the date the rights with respect to such Offering are distributed and the Closing Time, an event of default exists under any instrument governing outstanding indebtedness of the Company such that the lenders thereunder shall have the right to accelerate such indebtedness and such default would result in a material adverse effect on the financial condition of the Company and its subsidiaries, taken as a whole, provided, however, that the Standby Purchasers shall not have such right of termination so long as the lenders waive such default for at least 30 days after the Closing Date, (iv) between the date the rights with respect to such Offering are distributed and the Closing Time of such Offering, a general moratorium on commercial banking activities in New York shall have been declared by either federal or New York State authorities, (v) the Common Shares are suspended (other than with respect to temporary suspensions lasting no more than one trading day in duration) or delisted from trading on the NYSE on or after April 22, 1999, (vi) any of the closing conditions contained in Section 7 of each of the Standby Purchase Agreements (as applicable to the respective Standby Purchasers) (other than subsec...
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Termination by the Standby Purchasers. Each of the Standby Purchasers may terminate this Agreement, without any liability on its part, if: (a) the Arrangement Agreement is terminated in accordance with its terms; (b) any Material Adverse Change occurs at any time following the execution of this Agreement; (c) S2 or G2 is in material default of its obligations hereunder and fails to remedy such breach on or before the date that is five Business Days following the date upon which S2 or G2, as applicable, has been provided written notice of such breach; or (d) any of the conditions set out in Section 6.4 are not satisfied on or before the Closing Time on the Closing Date, provided however, that the Standby Purchaser cannot terminate this Agreement under this Section 7.3 if it is in material breach of any of its obligations under this Agreement.
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Termination by the Standby Purchasers. Each of the Standby Purchasers shall be entitled, severally and not jointly or solidary (jointly and severally) to elect to terminate this Agreement by giving written notice of such election to Maudore if: (a) the conditions to closing in favour of the Standby Purchasers referred to in Section 6.2 (other than the representations and warranties set out in Sections 6.2(f) and 6.2(g)) have not been satisfied on or before January 31, 2014; (b) the Final Prospectus has not been filed in each of the Canadian Qualifying Jurisdictions on or before December 16, 2013; or (c) the Rights Offering is otherwise terminated or cancelled or the closing as contemplated in Article 6 has not occurred on or before January 31, 2014.
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Termination by the Standby Purchasers. Any Standby Purchaser may terminate and cancel its obligations under this Agreement, without any liability on its part, if: (a) any Material Adverse Change occurs at any time following the execution of this Agreement; (b) Shoal Point is in material default of its obligations hereunder and fails to remedy such breach on or before the date that is five days following the date upon which Shoal Point has been provided written notice of such breach; (c) if any of the conditions set out in Section 7.4 are not satisfied on or before the Closing Time; (d) if Shoal Point fails to satisfy any of the timing requirements set out in Section 2.5 or 3.1(l); or (e) the Closing Time has not occurred on or before the Outside Date.
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Termination by the Standby Purchasers. The Standby Purchasers may terminate and cancel their respective obligations under this Agreement, without any liability on their part, if: (a) Any Material Adverse Change occurs at any time following the execution of this Agreement; (b) LAC fails to obtain conditional approval from the TSX to the listing of the Rights, the Common Shares issuable on the exercise thereof and the Standby Shares, at least two days prior to the date named as the Record Date in the Final Prospectus, subject only to documents to be delivered following Closing; (c) LAC is in material default of its obligations hereunder and fails to remedy such breach on or before the date that is 15 days following the date upon which the Manager has provided written notice of such breach; (d) If any of the conditions set out in Section 7.4 are not satisfied on or before the Outside Date; or (e) The Rights Offering is otherwise terminated or cancelled or the Closing has not occurred on or before the Outside Date.
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Related to Termination by the Standby Purchasers

  • Termination by the Sellers The Sellers may terminate the Agreement in the event either Purchaser or the Guarantor (if any of the proceedings with respect to the Guarantor in the following clauses (i) through (iv) below would reasonably be expected to impair the ability of either Purchaser to perform its obligations under the Agreement (including Article 8 of the Agreement and this Annex A) fully and on a timely basis) (i) becomes the subject of any bankruptcy or other proceeding relating to its liquidation or insolvency (if not dismissed within sixty (60) days of initial filing), or is the subject of a receivership or conservatorship, (ii) files a voluntary petition in bankruptcy or similar proceeding or admits in writing its inability to pay its debts as they become due, (iii) makes a general assignment for the benefit of creditors, or (iv) files a petition or an answer seeking reorganization or an arrangement with creditors.

  • Termination by the State The State or commissioner of Administration may cancel this Professional and Technical Services Master Contract and any Work Authorizations at any time, with or without cause, upon 30 days’ written notice to the Contractor. Upon termination, the Contractor will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed.

  • Termination by Parent This Agreement may be terminated and the Mergers may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of Parent if: (a) the Board of Directors of the Company shall have made a Company Change in Recommendation; provided, however, that Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(a) if the Company Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(a) or 6.02(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following notice to the Company from Parent of such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Termination Date; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b) if Parent is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c).

  • Termination by the Company This Agreement may be terminated and the Merger Transactions abandoned at any time before the Acceptance Time by the Company: (a) in order to enter into an Acquisition Agreement pursuant to and in accordance with Section 5.3(c), so long as concurrently with such termination the Company pays the Expense Reimbursement under Section 7.6(b)(i); (b) if Parent or Merger Sub breaches any of their respective representations or warranties, or fails to perform any of their respective covenants or agreements contained in this Agreement, and which breach or failure (i) would, individually or when aggregated with any such other breaches of failures, result in a Parent Material Adverse Effect and (ii) by its nature cannot be cured or has not been cured by Parent or Merger Sub, as applicable, by the earlier of (A) the Outside Date and (B) the date that is twenty (20) Business Days after Xxxxxx’s receipt of written notice of such breach from the Company, but only so long as the Company is not then in material breach of its representations or warranties or materially failing to perform its covenants or agreements contained in this Agreement in a manner that would allow Parent to terminate this Agreement under Section 7.3(b); or (c) upon prior written notice to Parent, if Xxxxxx Sub fails to commence the Offer in accordance with the terms of this Agreement hereof on or prior to the fifteenth (15th) Business Day following the date hereof or if Merger Sub fails to consummate the Offer when required to do so in accordance with the terms of this Agreement; provided, however, that the right to terminate this Agreement pursuant to this Section 7.4(c) shall not be available to the Company if the Company is in breach of any representation, warranty, covenant or agreement set forth in this Agreement that has been the proximate cause of, or resulted in, Merger Sub’s failure to commence or consummate the Offer in accordance with the terms of this Agreement.

  • Termination by the Company Other than for Cause The Company shall have the right to terminate your employment hereunder at any time other than for Cause. In the event of a termination by Company pursuant to this paragraph, you shall be entitled to receive payment of the Accrued Obligations and the following severance pay and related benefits: (i) the Company will pay you severance pay in the amount of (A) your then-current annual Base Salary plus (B) the higher of (i) your Bonus for the year in which the termination occurs or (ii) the average percentage of your Base Salary paid to you as Bonus in the two fiscal years prior to the termination date, in each case pro-rated by the number of days you were employed in the calendar year of the termination, provided however, that if the termination date occurs during the first year of employment, the pro-rated amount of the Bonus, if any, shall be determined in the sole discretion of the Board or the Compensation Committee (A and B, collectively are the “Severance Pay”). Your Severance Pay shall be paid in equal installments over a period of twelve (12) months commencing with the first payroll period following the effective date of the Release required by Section 5(e), minus required withholdings, which severance payments will be made to you on the Company’s normal payroll cycle; (ii) should you elect to continue your group health and dental insurance benefits in accordance with the provisions of COBRA following the date of your termination, the Company shall pay the full premium for such health and dental insurance continuation benefits for a period of twelve (12) months after the termination date; provided, however, that any such payments will cease if you voluntarily enroll in a health insurance plan offered by another employer or entity during the period in which the Company is paying such premiums. You agree to immediately notify the Company in writing of any such enrollment. (iii) notwithstanding the terms of any stock option grants and/or restricted stock awards, the vesting of such equity awards will automatically accelerate such that, in addition to any vesting acceleration earned by you pursuant to Section 3(e) or 3(f) of this Agreement prior to the effective date of such termination, effective on the date of such termination you will be deemed vested as if you had remained employed by the Company for an additional period of twenty four (24) months as of the date of termination and all restricted stock held by you that would otherwise vest as if you had been employed by the Company for an additional twenty four (24) months as of the date of termination shall automatically and immediately vest and no longer be subject to forfeiture or a right to repurchase by the Company as of the date of termination.

  • TERMINATION BY THE PARTIES This Agreement may be terminated upon sixty (60) days’ written notice (a) by the Independent Directors of the Company or the Advisor, without Cause and without penalty, (b) by the Advisor for Good Reason, or (c) by the Advisor upon a Change of Control. The provisions of Sections 19 through 31 of this Agreement shall survive termination of this Agreement.

  • Termination by the Company with Cause The Company shall have the right at any time to terminate the Executive's employment hereunder without prior notice upon the occurrence of any of the following (any such termination being referred to as a termination for "Cause"): (i) the commission by the Executive of any deliberate and premeditated act taken by the Executive in bad faith against the interests of the Company; (ii) the Executive has been convicted of, or pleads NOLO CONTENDERE with respect to, any felony, or of any lesser crime or offense having as its predicate element fraud, dishonesty or misappropriation of the property of the Company; (iii) the habitual drug addiction or intoxication of the Executive which negatively impacts his job performance or the Executive's failure of a Company-required drug test; (iv) the willful failure or refusal of the Executive to perform his duties as set forth herein or the willful failure or refusal to follow the direction of the CEO or the Board, provided such failure or refusal continues after thirty (30) days of the receipt of notice in writing from the CEO or the Board of such failure or refusal, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such failure or refusal is not remedied within such thirty (30) day period; or (v) the Executive breaches any of the terms of this Agreement or any other agreement between the Executive and the Company which breach is not cured within thirty (30) days subsequent to notice from the Company to the Executive of such breach, which notice refers to this Section 4(a) and indicates the Company's intention to terminate the Executive's employment hereunder if such breach is not cured within such thirty (30) day period. If the definition of termination for "Cause" set forth above conflicts with such definition in the Executive's time-based or performance- based stock option agreements (collectively, the "Stock Option Agreements") or any agreements referred to therein, the definition set forth herein shall control.

  • Termination by the Bank for Cause After the occurrence of any of the conditions specified in Section 7.1, the Bank shall have the right to terminate the Term for Cause on written notice to Executive, effective immediately.

  • Termination by the University i) The university may terminate this agreement under the following circumstances:

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