Termination by Underwriters in Certain Events Sample Clauses

Termination by Underwriters in Certain Events. (1) Each Underwriter shall also be entitled to terminate its obligation to purchase the Offered Shares by written notice to that effect given to the Corporation at or prior to the Time of Closing if: (a) any inquiry, action, suit, investigation or other proceeding whether formal or informal (including matters of regulatory transgression or unlawful conduct) is instituted, announced, threatened, or any order or ruling is made or threatened by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, court, tribunal, agency, regulatory authority or other instrumentality, including without limitation, the TSX, NASDAQ or any securities regulatory authority involving the Corporation or any of its officers or directors (including those of its Subsidiaries), which, in each case, in the sole reasonable opinion of any Underwriter, operates to prevent, suspend or restrict materially the trading or distribution of the Common Shares of the Corporation or the Offered Shares, except for such inquiry, investigation, proceeding or order based solely on the activities of the Underwriters and not the Corporation; (b) there should develop, occur or come into effect or existence any occurrence, event or incident of any nature, including without limitation, accident, natural disaster, act or terrorism, public protest, governmental law or regulation, or major financial occurrence of national or international consequence, which in the sole opinion of any Underwriter seriously adversely affects or involves, or may seriously adversely affect or involve, the national or international financial markets or the properties, operations, business, affairs, financial condition or assets of the Corporation or any of the Subsidiaries, in aggregate taken as a whole, or the market price or value of the securities of the Corporation; (c) there is, in the reasonable opinion of any Underwriter, any material change in relation to the Corporation and its Subsidiaries, in aggregate taken as a whole, or any change in any material fact or a new material fact shall arise, or if there should, whether as a result of the Underwriters’ continuing due diligence or otherwise, be discovered any previously undisclosed material fact (including in respect of any of the Subsidiaries), required to be disclosed in the Prospectus which, in any case, in the sole reasonable opinion of the Underwriters, has or could be expected to have a significant adverse effect on the ma...
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Termination by Underwriters in Certain Events. (a) Each Underwriter shall also be entitled to terminate its obligation to purchase the Offered Units by written notice to that effect given to the Company at or prior to the Closing Time if: (i) there is a material change or a change in a material fact or new material fact shall arise, or there should be discovered any previously undisclosed material change or material fact required to be disclosed in the Preliminary Prospectus or the Prospectus or any amendment thereto, or a Material Adverse Effect on the business or affairs (including, for greater certainty, any change to the executive management of the Company, including the departure of the Company’s CEO or CFO (or persons in equivalent positions)) of the Company and the Subsidiaries (taken as a whole), in each case, that has or would be expected to have, in the sole opinion of the Underwriters (or any of them), acting reasonably, a significant adverse effect on the market price or value of the Offered Units, Shares or Warrants; (ii) an order shall have been made or threatened to cease or suspend trading in the Offered Units, Shares or Warrants, or to otherwise prohibit or restrict in any manner the distribution or trading of the Offered Units, Shares or Warrants, or proceedings are announced or commenced for the making of any such order by any securities regulatory authority or similar regulatory or judicial authority or the CSE, which order has not been rescinded, revoked or withdrawn; (iii) 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 materially adversely affect the distribution or trading of the Offered Units, Shares or Warrants, or any other securities of the Company; (iv) 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, accide...
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Termination by Underwriters in Certain Events. (a) Each Underwriter shall also be entitled to terminate its obligation to purchase the Offered Shares by written notice to that effect given to Compton at or prior to the Closing Time, if: (i) any inquiry, investigation or other proceeding is announced, commenced or threatened or any order or ruling is issued (and has not been rescinded, revoked or withdrawn) by any securities regulatory authority, the TSX or any other competent authority (unless based solely upon the activities of the Underwriters), or there is any change of law or the interpretation or administration thereof, which operates to prevent or restrict or suspend or to materially adversely affect the trading or the distribution of the Offered Shares or any other securities of the Corporation; or UNDERWRITING AGREEMENT COMPTON PETROLEUM CORPORATION, FEBRUARY 14, 2005 PXXX 00 OF 40 (ii) there occurs or is discovered any change, fact or event as is contemplated in Subsection 6(a) (other than a change, fact or event related solely to the Underwriters) which in the Underwriters' sole opinion or any one of them, acting reasonably, could reasonably be expected to have a material adverse effect on the business, operations, assets, liabilities (contingent or otherwise), capital or condition (financial or otherwise), prospects or affairs of the Corporation or a significant adverse effect on the market price, value or marketability of the Common Shares; or (iii) if there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequences, any acts of terrorism or hostilities or escalation thereof or other calamity or crises, or any law or regulation which, in the Underwriters' opinion, or one of them, acting reasonably, seriously adversely affects, or involves, or would be expected to seriously adversely affect or involve, the financial markets in Canada or the business, operations or affairs of Compton and the Subsidiaries (taken as a xxxxx); or (iv) an order to cease or suspend trading in any securities of Compton is made by any Securities Commissxxx, xxock exchange or other competent authority by reason of the fault of Compton or its directors, officers and agxxxx xxd such order is not rescinded, revoked or withdrawn to the Closing Time; or (v) there is announced any change or proposed change in the income tax laws of Canada or the interpretation or administration thereof and such change would, in or its op...
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Termination by Underwriters in Certain Events. (1) Each Underwriter shall also be entitled to terminate its obligation to purchase the Offered Securities by written notice to that effect given to the Corporation at or prior to the Time of Closing if:
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Termination by Underwriters in Certain Events. (a) In addition to any other remedies which may be available to the Underwriters, the Underwriters (or any of them) shall be entitled, at their or its option, to terminate and cancel their or its obligations under this Agreement, without any liability on their or its part, in the following circumstances: (i) Regulatory Proceeding Out. If, prior to the Closing Time, an inquiry, action, suit, investigation or other proceeding is commenced or threatened or any order is made or issued under or pursuant to any law of Canada or the United States or by any other regulatory authority or stock exchange (except any such proceeding or order based solely upon the activities of any of the Underwriters), or there is any change of law or the interpretation or administration thereof, which in their or its opinion would prevent, suspend, delay, restrict or adversely affect the trading in or the distribution of the Units or any other securities of the REIT or any of them in any of the Qualifying Jurisdictions or in the United States;
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Termination by Underwriters in Certain Events. (a) Each Underwriter shall also be entitled to terminate its obligations under this by written notice to that effect given to the Company at or prior to the Closing Time if: (i) there is a material change or a change in a material fact or new material fact shall arise, or there should be discovered any previously undisclosed material fact, that has or would be expected to have, in the sole opinion of the Underwriter, acting reasonably, a material adverse effect on the business, affairs or financial condition of the Company and the Subsidiaries or on the market price or the value of the Class A Shares or other securities of the Company; (ii) (i) any inquiry, action, suit, investigation or other proceeding (whether formal or informal), including matters of regulatory transgressions or unlawful conduct, is commenced, announced or threatened or any order is made by 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 or any law or regulation is enacted or changed which in the sole opinion of such Underwriter, acting reasonably, operates to prevent or materially restrict the trading of the Class A Shares or any other securities of the Company or materially and adversely affects or might be expected to materially and adversely affect the market price or value of the Offered Debentures, the Debenture Shares or other security of the Company; or
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Termination by Underwriters in Certain Events. 22.1 Each Underwriter will also be entitled to terminate its obligation to purchase the Purchased Units by written notice to that effect given to the Fund and the Company at or prior to the Time of Closing if: 22.1.1 any: 22.1.1.1 inquiry, investigation or other proceeding, or 22.1.1.2 order, ruling or other pronouncement (whether current or contemplated), is issued, announced or threatened under or pursuant to any relevant statute or by any stock exchange, Governmental Body (including the Canada Customs and Revenue Agency, the United States Internal Revenue Service and/or the United States Treasury Department) or other regulatory authority, or there is any change of Law (including any Law relating to the taxation of the Fund, ACS Canada and/or the Company), or in the interpretation or administration thereof (in each case whether current or contemplated), which, in the reasonable opinion of that Underwriter, after consultation with the Fund and the Company, operates or could operate to prevent, suspend, hinder, delay, restrict, inhibit or otherwise adversely affect the trading in, or which adversely impacts the distribution or the marketability of, the Purchased Units or any of them; 22.1.2 any: 22.1.2.1 Material Adverse Change (actual, imminent or reasonably expected) occurs in the business, affairs, operations, assets, liabilities (contingent or otherwise), capital or ownership of the Fund, ACS Canada or the Company, howsoever caused, or 22.1.2.2 material fact arises or is discovered that would have been required to have been stated in the Prospectus or any Supplementary Material had that fact arisen or been discovered on, or prior to, the date of any of the Prospectus or any Supplementary Material, or 22.1.2.3 change occurs in any material fact contained in any of the Prospectus or any Supplementary Material or any event or state of facts occurs after the date of this agreement, which, in any case, is of such a nature as to render any of the Prospectus or any Supplementary Material untrue or misleading in any material respect or to result in any Misrepresentation in any of the Prospectus or any Supplementary Material, which fact or change, as the case may be, in the opinion of that Underwriter, after consultation with the Fund and the Company, could reasonably be expected to result in the purchasers of a material number of Purchased Units exercising their right under Securities Laws to withdraw from or rescind their purchase thereof or xxx for damages i...
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Termination by Underwriters in Certain Events. In similar manner to the public bond deal, most public equity transactions will have a recited set of events which lead to a right to terminate the underwriting participation in the offering. These will generally provide solely for an underwriter's right to terminate. Selling syndicate participants may have incurred responsibilities to their investors, and costs and expenses in their involvement with the offering. While selling syndicate members will generally rely on the underwriter for the detailed work of assessing and completing due diligence in relation to the transaction, they may well have incurred expenses. Consideration will need to be given by all participants as to whether the indemnity, and particularly a cost lost indemnity should be extended to the syndicate participants. Further, consideration should be given as to whether the selling syndicate should have rights in the event that the underwriter determines that they wish to proceed to cancellation of the transaction, such as an ability to step into an underwriting role, an ability to acquire directly from the issuer, an ability to change from an underwritten deal to a best efforts offering, or similar. These are not frequently included but may be suitable in some circumstances. The termination rights in favour of the underwriter are generally designed to protect the underwriter from the cost and liability of completing the transaction, and therefore the termination of the underwriter may not reflect the desires of the selling syndicate as to their protection in the event of a cancellation. What might be appropriate rights and remedies for the representatives of the selling syndicate should also be considered.
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Related to Termination by Underwriters in Certain Events

  • Termination by Us We may terminate this Contract with 30 days’ written notice as follows: 1. For Non-payment of Premiums. Premiums are to be paid by the Subscriber to Us on each Premium due date. While each Premium is due by the due date, there is a grace period for each Premium payment. If the Premium payment is not received by the end of the grace period, coverage will terminate as follows: • If the Subscriber fails to pay the required Premium within a 30-day grace period, this Contract will terminate retroactively back to the last day Premiums were paid. The Subscriber will be responsible for paying any claims submitted during the grace period if this Contract terminates. 2. Fraud or Intentional Misrepresentation of Material Fact. If the Subscriber has performed an act that constitutes fraud or made an intentional misrepresentation of material fact in writing on his or her enrollment application, or in order to obtain coverage for a service, this Contract will terminate immediately upon a written notice to the Subscriber from Us. If termination is a result of the Subscriber’s action, coverage will terminate for the Subscriber and any Dependents. If termination is a result of the Dependent’s action, coverage will terminate for the Dependent. 3. If the Subscriber no longer lives, or resides in Our Service Area.

  • Termination by Owner for Cause This Agreement may be terminated by Owner (or the Property Manager may be required by Owner to change its personnel assigned as Property Manager for the Property) at any time during the term hereof upon written notice to Property Manager effective immediately for any of the following causes: (a) If Property Manager shall suspend or discontinue business; (b) If a court shall enter a decree or order for relief in respect of Property Manager in an involuntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal, state or foreign bankruptcy, insolvency or other similar law, or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Property Manager or for any substantial part of its property, or for the winding‑up, dissolution or liquidation of its affairs, and such decree or order shall continue unstayed and in effect for a period of sixty (60) consecutive days or if Property Manager shall consent to any of the foregoing; (c) If Property Manager shall commence a voluntary case or action under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy insolvency or other similar law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Property Manager or for any substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing that it is unable, or fail generally to pay its debts as such debts become due, or take action in furtherance of any of the foregoing; (d) If Property Manager is grossly negligent or engages in willful misconduct with respect to its duties or obligations to Owner under this Agreement; or (e) If Property Manager commits any other material default in the performance of any of its obligations under this Agreement, unless such default is cured with thirty (30) days after written notice of such default is given to Property Manager, or, if not curable within thirty (30) days, commenced within such thirty (30) days and diligently prosecuted to completion.

  • Termination by City City reserves the right to terminate this Agreement at any time, with or without cause, upon written notice to Consultant. Upon receipt of any notice of termination from City, Consultant shall immediately cease all services hereunder except such as may be specifically approved in writing by City. Consultant shall be entitled to compensation for all services rendered prior to receipt of City's notice of termination and for any services authorized in writing by City thereafter. If termination is due to the failure of Consultant to fulfill its obligations under this Agreement, City may take over the work and prosecute the same to completion by contract or otherwise, and Consultant shall be liable to the extent that the total cost for completion of the services required hereunder, including costs incurred by City in retaining a replacement consultant and similar expenses, exceeds the Budget.

  • Termination by the Owner for Convenience § 13.2.4.1 The Owner may, at any time, terminate the Contract for the Owner’s convenience and without cause. § 13.2.4.2 Upon receipt of written notice from the Owner of such termination for the Owner’s convenience, the Design-Builder shall

  • Termination by CAISO Subject to Section 5.2, the CAISO may terminate this Agreement by giving written notice of termination in the event that the Participating Load commits any material default under this Agreement and/or the CAISO Tariff which, if capable of being remedied, is not remedied within thirty (30) days after the CAISO has given, to the Participating Load, written notice of the default, unless excused by reason of Uncontrollable Forces in accordance with Article X of this Agreement. With respect to any notice of termination given pursuant to this Section, the CAISO must file a timely notice of termination with FERC, if this Agreement was filed with FERC, or must otherwise comply with the requirements of FERC Order No. 2001 and related FERC orders. The filing of the notice of termination by the CAISO with FERC will be considered timely if: (1) the filing of the notice of termination is made after the preconditions for termination have been met, and the CAISO files the notice of termination within sixty (60) days after issuance of the notice of default; or (2) the CAISO files the notice of termination in accordance with the requirements of FERC Order No. 2001. This Agreement shall terminate upon acceptance by FERC of such a notice of termination, if filed with FERC, or thirty (30) days after the date of the CAISO’s notice of default, if terminated in accordance with the requirements of FERC Order No. 2001 and related FERC orders.

  • Termination by the Owner for Cause § 16.2.1 The Owner may terminate the Contract if the Contractor .1 repeatedly refuses or fails to supply enough properly skilled workers or proper materials;

  • TERMINATION BY MPS MPS further reserves the right to terminate this Contract at any time for any reason by giving Contractor written notice by Registered or Certified Mail of such termination. MPS will attempt to give Contractor 20 days’ notice, but reserves the right to give immediate notice. In the event of said termination, Contractor shall reduce its activities hereunder, as mutually agreed to, upon receipt of said notice. Upon said termination, Contractor shall be paid for all services rendered through the date of termination, including any retainage. This section also applies should the Milwaukee Board of School Directors fail to appropriate additional monies required for the completion of the Contract.

  • Termination by XOOM We may terminate this Contract, or the applicable portion of this Contract, at our discretion and without penalty immediately upon notice to you if: a. do not pay your bill in full by the date on your bill; b. do anything that prevents us from supplying you with Energy or services; c. increase your consumption above 2,500 gigajoules per year; or d. do not give us satisfactory financial or credit information, do not give us a deposit when we request one, or do not meet our credit requirements. We may terminate this Contract, or the applicable portion of this Contract, at our direction and without penalty for any other reason on thirty (30) days notice.

  • Termination by Client Without prejudice to any rights or remedies of the Client, the Client may, by at least seven (7) days’ notice in writing to Deswik, terminate this Agreement if: (a) Deswik breaches its obligations under this Agreement and: (i) the breach is not capable of remedy; (ii) if capable of remedy, the breach is not remedied within 30 days of receipt of written notice by Deswik requiring the breach to be remedied; or (b) an Insolvency Event occurs in respect to Deswik.

  • Termination by ICANN (a) ICANN may, upon notice to Registry Operator, terminate this Agreement if: (i) Registry Operator fails to cure (A) any fundamental and material breach of Registry Operator’s representations and warranties set forth in Article 1 or covenants set forth in Article 2, or (B) any breach of Registry Operator’s payment obligations set forth in Article 6 of this Agreement, each within thirty (30) calendar days after ICANN gives Registry Operator notice of such breach, which notice will include with specificity the details of the alleged breach, (ii) an arbitrator or court of competent jurisdiction has finally determined that Registry Operator is in fundamental and material breach of such covenant(s) or in breach of its payment obligations, and (iii) Registry Operator fails to comply with such determination and cure such breach within ten (10) calendar days or such other time period as may be determined by the arbitrator or court of competent jurisdiction. (b) ICANN may, upon notice to Registry Operator, terminate this Agreement if Registry Operator fails to complete all testing and procedures (identified by ICANN in writing to Registry Operator prior to the date hereof) for delegation of the TLD into the root zone within twelve (12) months of the Effective Date. Registry Operator may request an extension for up to additional twelve (12) months for delegation if it can demonstrate, to ICANN’s reasonable satisfaction, that Registry Operator is working diligently and in good faith toward successfully completing the steps necessary for delegation of the TLD. Any fees paid by Registry Operator to ICANN prior to such termination date shall be retained by ICANN in full. (c) ICANN may, upon notice to Registry Operator, terminate this Agreement if (i) Registry Operator fails to cure a material breach of Registry Operator’s obligations set forth in Section 2.12 of this Agreement within thirty (30) calendar days of delivery of notice of such breach by ICANN, or if the Continued Operations Instrument is not in effect for greater than sixty (60) consecutive calendar days at any time following the Effective Date, (ii) an arbitrator or court of competent jurisdiction has finally determined that Registry Operator is in material breach of such covenant, and (iii) Registry Operator fails to cure such breach within ten (10) calendar days or such other time period as may be determined by the arbitrator or court of competent jurisdiction. (d) ICANN may, upon notice to Registry Operator, terminate this Agreement if (i) Registry Operator makes an assignment for the benefit of creditors or similar act, (ii) attachment, garnishment or similar proceedings are commenced against Registry Operator, which proceedings are a material threat to Registry Operator’s ability to operate the registry for the TLD, and are not dismissed within sixty (60) calendar days of their commencement, (iii) a trustee, receiver, liquidator or equivalent is appointed in place of Registry Operator or maintains control over any of Registry Operator’s property, (iv) execution is levied upon any material property of Registry Operator, (v) proceedings are instituted by or against Registry Operator under any bankruptcy, insolvency, reorganization or other laws relating to the relief of debtors and such proceedings are not dismissed within sixty (60) calendar days of their commencement, or (vi) Registry Operator files for protection under the United States Bankruptcy Code, 11 U.S.C. Section 101, et seq., or a foreign equivalent or liquidates, dissolves or otherwise discontinues its operations or the operation of the TLD. (e) ICANN may, upon thirty (30) calendar days’ notice to Registry Operator, terminate this Agreement pursuant to Section 2 of Specification 7 or Sections 2 and 3 of Specification 11, subject to Registry Operator’s right to challenge such termination as set forth in the applicable procedure described therein. (f) ICANN may, upon notice to Registry Operator, terminate this Agreement if (i) Registry Operator knowingly employs any officer who is convicted of a misdemeanor related to financial activities or of any felony, or is judged by a court of competent jurisdiction to have committed fraud or breach of fiduciary duty, or is the subject of a judicial determination that ICANN reasonably deems as the substantive equivalent of any of the foregoing and such officer is not terminated within thirty (30) calendar days of Registry Operator’s knowledge of the foregoing, or (ii) any member of Registry Operator’s board of directors or similar governing body is convicted of a misdemeanor related to financial activities or of any felony, or is judged by a court of competent jurisdiction to have committed fraud or breach of fiduciary duty, or is the subject of a judicial determination that ICANN reasonably deems as the substantive equivalent of any of the foregoing and such member is not removed from Registry Operator’s board of directors or similar governing body within thirty (30) calendar days of Registry Operator’s knowledge of the foregoing. (g) ICANN may, upon thirty (30) calendar days’ notice to Registry Operator, terminate this Agreement as specified in Section 7.5. (h) [Applicable to intergovernmental organizations or governmental entities only.] ICANN may terminate this Agreement pursuant to Section 7.16.

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