Termination by Underwriters Clause Samples
Termination by Underwriters. (1) Each Underwriter shall also be entitled to terminate its obligation to purchase the Offered Shares by written notice to that effect to the Corporation at or prior to the Closing Time or the Option Closing Time, as applicable, if:
(a) there should occur any material change (actual, anticipated, contemplated or threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise), capital or control of the Corporation or a change in any material fact (other than a material fact related solely to any of the Underwriters as provided by the Underwriters in writing in connection with and solely for the purposes of inclusion in the Offering Documents), or the Underwriters become aware of any undisclosed material information (other than information related solely to any of the Underwriters as provided by the Underwriters in writing in connection with and solely for the purposes of inclusion in the Offering Documents), which in the opinion of an Underwriter, acting reasonably, could be expected to have a material adverse effect on the market price or value of the Offered Shares;
(b) there should develop, occur or come into effect or existence, or be announced, any event, action, state, condition or major financial occurrence, catastrophe, accident, natural disaster, public protest, war or act of terrorism of national or international consequence or any new law or regulation or a change thereof or other occurrence of any nature whatsoever which, in the opinion of an Underwriter, acting reasonably, seriously adversely effects, or involves, or is expected to seriously adversely effect, or involve, financial markets in Canada or the United States generally or the business, operations, assets, liabilities (contingent or otherwise), capital or control of the Corporation;
(c) there should occur or commence or be announced or threatened any inquiry, action, suit, investigation or other proceeding (whether formal or informal) or any order or ruling is issued under or pursuant to any statute of Canada or the United States or of any province or territory of Canada, or state of the United States (including, without limitation, the Commission, the securities regulatory authority in each of the other Qualifying Jurisdictions, the TSX, NYSE MKT or the SEC) (other than any such inquiry, action, suit, investigation or other proceeding or order relating solely to any of the Underwriters), which in the reasonable opinion of an Und...
Termination by Underwriters. (1) Each Underwriter shall also be entitled to terminate its obligation to purchase the Offered Shares by written notice to that effect to the Company and the other Underwriters at or prior to the Closing Time or the Option Closing Time, as applicable, if after the date hereof and prior to the Closing Time or Option Closing Time, as applicable:
1. there should occur any material change (as defined in the Securities Act (British Columbia)), or there should be discovered any previously undisclosed material fact (as defined in the Securities Act (British Columbia)) (other than a material fact related solely to any of the Underwriters) required to be disclosed in the Pricing Disclosure Package or the Prospectuses or any amendment thereto, in each case which, in the reasonable opinion of the Underwriters (or any of them), would be expected to have a significant adverse effect on the market price or value of the Common Shares; or
2. there should develop, occur or come into effect or existence, any event, action, state, condition or major financial occurrence of national or international consequence, including without limitation, an escalation in the severity of the COVID-19 pandemic after May 30, 2023, or any law or regulation or a change thereof which, in the reasonable opinion of the Underwriters (or any of them) materially adversely affects or involves or will materially adversely affect or involve, the financial markets in Canada or the United States or the business, operations or affairs of the Company and its subsidiaries, taken as a whole; or
3. any inquiry, action, suit, investigation or other proceeding in relation to the Company or any of the directors or senior officers of the Company, (including matters of regulatory transgression or unlawful conduct), is commenced, threatened or publicly announced or any order is made under or pursuant to any statute or by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, stock exchange, regulatory authority, agency or instrumentality or there is any enactment or change of law or regulation, or interpretation or administration thereof, (unless solely based on the activities or alleged activities of the Underwriters), which in the reasonable opinion of the Underwriters (or any of them), could operate to prevent or restrict the trading of the Common Shares, including the Offered Shares, or which seriously adversely affects, or will, or could seriously adversely affe...
Termination by Underwriters. (1) Each Underwriter shall also be entitled to terminate its obligation to purchase the Offered Shares by written notice to that effect to the Company, at or prior to the Closing Time or the Option Closing Time, as applicable, if:
(a) there shall have occurred any material change or have arisen or been discovered any new material fact, other than a material fact relating solely to any of the Underwriters, required to be disclosed in the Pricing Disclosure Package or the Prospectuses or any amendment thereto, in each case, that would be expected to, in the opinion of the Underwriter, acting reasonably, have a significant adverse effect on the market price or value of the Offered Shares;
(b) any inquiry, investigation, action, suit, investigation or other proceeding (formal or informal) is made by any domestic or foreign federal, provincial, state, municipal or other domestic or foreign government department, commission, board, bureau, agency or instrumentality, including without limitation, the TSX, the NYSE American or any securities regulatory authority, unless solely based on the activities or alleged activities of the Underwriters, which, in the reasonable opinion of the Underwriter, acting reasonably, prevents or restricts trading of the securities of the Company or adversely affects or will adversely affect the financial markets or the business, operations or affairs of the Company;
(c) if there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequence or any law or regulation, which, in the reasonable opinion of the Underwriter materially adversely affects or involves, or would reasonably be expected to materially adversely affect or involve, the financial markets or the business, operations or affairs of the Company and the Subsidiaries (on a consolidated basis); or
(d) the Company is in breach of any term, condition or covenant of this Agreement in any material respect or any representation or warranty given by the Company in this Agreement is or becomes false in any material respect.
(2) If this Agreement is terminated by any of the Underwriters pursuant to Section 12(1) or if this Agreement terminates automatically under Section 13, there shall be no further liability on the part of such Underwriter or of the Company to such Underwriter, except in respect of any liability which may have arisen or may thereafter arise under Section 9 and Section...
Termination by Underwriters. (1) Each Underwriter shall also be entitled, in its sole discretion, to terminate and cancel its obligation to purchase the Offered Shares by written notice to that effect to RJL and the Corporation at or prior to the Closing Time or the Additional Closing Time, as applicable, if:
(a) (i) there should occur, commence, or be announced, any material change with respect to the Corporation and the Material Subsidiaries on a consolidated basis or a change in any material fact, whether or not in the ordinary course, or (ii) the Underwriters become aware of any previously undisclosed material information, which in the case of both clause (i) and (ii) hereof, in the reasonable opinion of an Underwriter, (A) would be expected to have a Material Adverse Effect; or (B) would be expected to have a significant adverse effect on the market price or value of the Offered Shares or the Common Shares;
(b) there should develop, occur or come into effect, or be announced, any event, action, state, condition or major financial occurrence, catastrophe, accident, natural disaster, public protest, war or act of terrorism, crisis or calamity, outbreak or escalation of hostilities of national or international consequence or similar event or any governmental action or change of Applicable Law (or the interpretation or administration thereof), which, in the reasonable opinion of an Underwriter, seriously adversely effects, or involves, or may reasonably be expected to seriously adversely effect, or involve, the financial markets in Canada or the United States generally or the operations, financial condition, assets, liabilities (contingent or otherwise) or prospects of the Corporation and the Material Subsidiaries on a consolidated basis;
(c) there should occur or commence or be announced any inquiry, action, suit, investigation or other proceeding (whether formal or informal) or any order or ruling is issued under or pursuant to any statute of Canada or the United States or of any province or territory of Canada, or state of the United States (including, without limitation, any Governmental Authority, the Commission, the securities regulatory authority in each of the other Qualifying Jurisdictions, the Canada Revenue Agency, the Internal Revenue Service, the TSX, the NYSE or the SEC) (other than any such inquiry, action, suit, investigation or other proceeding or order relating solely to any of the Underwriters), which in the reasonable opinion of an Underwriter would be expected to...
Termination by Underwriters. Underwriters shall have the right to terminate this Agreement at any time with respect to each Licensee by giving written notice to the relevant Licensee upon the occurrence of any of the following events:
(a) Such Licensee violates any material provision of any Definitive Agreement, if such violation is not cured within thirty (30) days after written notice thereof from Underwriters; or
(b) Such Licensee becomes insolvent or makes an assignment for the benefit of creditors or if proceedings in bankruptcy or reorganization or for an appointment of a receiver or trustee for or over its property are instituted by or against such Licensee in any court having jurisdiction thereof and such proceedings are not vacated, set aside or stayed within ninety (90) days thereof.
(c) Termination of the Management Agreement for any reason other than (i) dissolution, liquidation or bankruptcy of MIIX Group or Underwriters, or (ii) a termination by MAHI or MANJ "For Cause," as defined in Section 9(a)(v) of the Management Agreement.