Termination by the Standby Purchasers. The Standby Purchasers may terminate and cancel this obligations under this Agreement, without any liability on their part, if:
Termination by the Standby Purchasers. The Standby Purchasers will be entitled by giving written notice to the Corporation at any time prior to the Rights Expiry Time, to terminate and cancel, without any liability on his part, his obligations under this Agreement, if,
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,
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...
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 Ceres if: EXECUTION VERSION
Termination by the Standby Purchasers. Any of the Standby Purchasers will be entitled by giving written notice to Carmanah at any time prior to the Closing Time, to terminate and cancel, without any liability on their part, their respective obligations under this Agreement, if,
Termination by the Standby Purchasers. Subject to Section 9.3, each of the Standby Purchasers shall be entitled, severally (and not jointly and severally), by giving written notice to Catalyst at any time prior to the Closing Time, to terminate and cancel, without any liability on its part, its obligations under this Agreement, if:
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). ARTICLE 8
