Common use of Termination; General Clause in Contracts

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange or in the Nasdaq Global Select Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA or any other governmental authority or a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware or New York authorities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or preliminary prospectus, the General Disclosure PackagePackage or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, including without limitation as a result of terrorist activities, in each case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or in the Nasdaq Global Select Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority authority, or (iv) a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems Systems in Europe, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware Washington or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market offer, sell or deliver the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or in the Nasdaq Global Select MarketExchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority authority, or (iv) a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in EuropeStates, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware or New York or Washington authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange or in the Nasdaq Global Select Market, or if trading generally on the American Stock Exchange NYSE MKT LLC or the New York Stock Exchange or in the Nasdaq Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the Financial Industry Regulatory Authority, Inc. or any other governmental authority or a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware or New York authorities.

Termination; General. The Representatives Underwriter may terminate this Agreement, by notice to the CompanyCompany and the Selling Shareholders, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or in the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesUnderwriter, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or in the Nasdaq Global Select MarketExchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority authority, or a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in EuropeStates, or (viv) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the CompanyCompany and the Selling Stockholders, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or in the Nasdaq Global Select Market, or if trading generally on the American Stock Exchange or Exchange, the New York Stock Exchange or in the Nasdaq Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA or any other governmental authority authority, or (iv) a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in EuropeStates, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or Registration Statement, the General Disclosure PackagePackage or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in any securities of the Company has been suspended or materially limited by the CommissionCommission or The NASDAQ Global Market, the or (y) if trading generally on The New York Stock Exchange or in the Nasdaq The NASDAQ Global Select Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA or any other governmental authority authority, or (iv) if a material disruption has occurred in commercial banking securities settlement or securities settlement, (iv) a material disruption has occurred in payment or clearance services in the United States or with respect to Clearstream or Euroclear systems in EuropeStates, or (v) if a commercial banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, which, in the judgment of the Representatives, is material and adverse and makes it impractical or inadvisable to market the Securities, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any act of terrorism involving the United States or Europe, any declaration of war by Congress or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the CommissionCommission or the Nasdaq Global Market, or if trading generally on the New York Stock Exchange or in the Nasdaq Global Select Market, Market or if trading generally on the American London Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority authority, or (iv) a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in EuropeStates, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterpriseCompany, whether or not arising in the ordinary course of business, or (ii) if there has occurred from and after the date hereof any material adverse change in the financial markets in the United States or in the international Canadian financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionsconditions that is material and adverse and, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or in the Nasdaq Global Select National Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority authority, or a material disruption has occurred from and after the date hereof and is continuing in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in EuropeStates, or (viv) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authoritiesauthorities from and after the date hereof and is continuing.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or in the Nasdaq Global Select MarketExchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority authority, or (iv) a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems Eurocolar Systems in Europe, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware or New York or Pennsylvania authorities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or in the Nasdaq Global Select MarketGM, or if trading generally on the American Stock Exchange or Exchange, the New York Stock Exchange or in the Nasdaq Global Select NASDAQ Stock Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA or any other governmental authority or FINRA, or (iv) a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in EuropeStates, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware any state or New York authoritiesfederal authority.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earningsresults of operations, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or in the Nasdaq Global Select National Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the Financial Industry Regulatory Authority or any other governmental authority authority, or a material disruption has occurred in commercial banking or securities settlement, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware or New York or Illinois authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or in the Nasdaq Global Select MarketNYSE, or if trading generally on the American Stock Exchange or Exchange, the New York Stock Exchange NYSE or in the Nasdaq Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority authority, or a material disruption has occurred in commercial banking or securities settlement, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in EuropeStates, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The U.S. Representatives may terminate this Agreement, by notice to the Company, AutoNation and the Selling Shareholder, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure PackageU.S. Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the U.S. Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, or the New York Stock Exchange or in the Nasdaq Global Select MarketNYSE, or if trading generally on the American Stock Exchange or the New York Stock Exchange NYSE or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority or a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in clearance services in the United States or with respect to Clearstream or Euroclear systems in Europeauthority, or (viv) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Issuer and the Company, at any time at on or prior to the Closing Time Date, (i) if there has been, since at any time on or after the time of execution date of this Agreement or since the respective dates as date of which information is given the most recent financial statements of the Company and the Acquired Company included or incorporated by reference in the Prospectus General Disclosure Package and the Offering Memorandum (in each case exclusive of any supplement thereto) amendments or supplements thereto subsequent to the General Disclosure Packagedate of this Agreement), any material adverse change change, or any development that would reasonably be expected to result in the conditiona material adverse change, in business, properties, financial position or otherwise, or in the earnings, business affairs or business prospects results of operations of the Company and its subsidiaries considered taken as one enterprisea whole, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any declaration of a national emergency or war by the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionsconditions (including as a result of terrorist activities), in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market proceed with the offering, sale or delivery of the Securities or to enforce contracts for the sale of the Securities, or (iii) (A) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or in the Nasdaq Global Select Market, or (B) if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, limited by any either of said exchanges or by such system or by order of the Commission, FINRA Commission or any other governmental authority authority, or (C) if a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, Europe or (viv) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the CompanyCompany and the Selling Shareholders, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or in the Nasdaq Global Select Stock Market, Inc., or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority authority, or (iv) a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in EuropeStates, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the CompanyCompany and the Selling Shareholders, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or in the Nasdaq Global Select MarketExchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority authority, or (iv) a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in EuropeStates, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or in the Nasdaq Global Select MarketNYSE, or if trading generally on the American Stock Exchange or the New York Stock Exchange NYSE or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority authority, or a material disruption has occurred in commercial banking or securities settlement, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in EuropeStates, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time or Date of Delivery (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or preliminary prospectus, the General Disclosure Package, or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, earnings or business affairs or business prospects of the Company and its subsidiaries Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, including without limitation as a result of terrorist activities, in each case the effect of which is such as to make it, in the judgment of the RepresentativesUnderwriters, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York American Stock Exchange or in the Nasdaq Global Select MarketExchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority or a material disruption has occurred in commercial banking or securities settlementauthority, (iv) a material disruption has occurred in clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York or Mississippi authorities, or (v) if a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred.

Termination; General. The Representatives Underwriter may terminate this Agreement, by notice to the CompanyCompany and the Selling Shareholders, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure PackageProspectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof thereof, any declaration by the United States of a national emergency or war, or other calamity or crisis or act of terrorism or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesUnderwriter, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or in the Nasdaq Global Select National Market, or (iv) if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the NASD or any other governmental authority authority, or a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in EuropeStates, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the CompanyCompany and the Selling Shareholder, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure PackageProspectus, any material adverse change in the condition, financial or otherwise, or in the earnings, management, business affairs or business prospects of the Company and its subsidiaries the Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, including without limitation as a result of terrorist activities, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or in the The Nasdaq Global Select National Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the The Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the NASD or any other governmental authority or a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in clearance services in the United States or with respect to Clearstream or Euroclear systems in Europeauthority, or (viv) if a banking moratorium has been declared by either Federal, Ohio, Delaware or New York authoritiesor Illinois authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure PackageProspectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred after the date hereof and prior to the Closing Time any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the reasonable judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or in the Nasdaq Global Select MarketExchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the NASD or any other governmental authority authority, or (iv) if a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in EuropeStates, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or in the Nasdaq Global Select MarketExchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority authority, or a material disruption has occurred in commercial banking or securities settlement, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in EuropeStates, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or in the Nasdaq Global Select MarketExchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority authority, or a material disruption has occurred in commercial banking or securities settlement, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in EuropeStates, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or in the Nasdaq Global Select MarketExchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the NASD or any other governmental authority authority, or a material disruption has occurred in commercial banking or securities settlement, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in EuropeStates, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives Underwriter may terminate this Agreement, by notice to the CompanyCompany and the Selling Shareholders, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesUnderwriter, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or in the Nasdaq Global Select MarketExchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority authority, or (iv) a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in EuropeStates, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or preliminary prospectus, the General Disclosure PackagePackage or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, including without limitation as a result of terrorist activities, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or in the Nasdaq Global Select Market, or if trading generally on the American Stock Exchange NYSE Amex or the New York Stock Exchange or in the Nasdaq Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority or authority, (iv) a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems Systems in Europe, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the CompanyCompany and the Selling Shareholders, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or in the Nasdaq Global Select National Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority authority, or (iv) a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in EuropeStates, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Lead Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or in the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Lead Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or in the Nasdaq Global Select MarketNYSE, or if trading generally on the American Stock Exchange or the New York Stock Exchange NYSE or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority authority, or a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in EuropeStates, or (viv) if a banking moratorium has been declared by either Federal, Ohio, Delaware federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the CompanyCompany and the Selling Shareholders, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or in the Nasdaq Global Select National Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority authority, or (iv) a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in EuropeStates, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or in the Nasdaq Global Select MarketExchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the Financial Industry Regulatory Authority or any other governmental authority authority, or a material disruption has occurred in commercial banking or securities settlement, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the CompanyPartnership, at any time at on or prior to the Closing Time Date (and, if any Option Securities are to be purchased on an Option Closing Date that occurs after the Closing Date, the Representatives may terminate the obligations of the several Underwriters to purchase such Option Securities, by notice to the Partnership, at any time on or prior to such Option Closing Date) (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of or any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earningsresults of operations, business affairs or business prospects of the Company Partnership and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company Partnership has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or in the Nasdaq Global Select MarketNYSE, or if trading generally on the American Stock Exchange Exchange, the NYSE or the New York Stock Exchange or in the Nasdaq Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA or any other governmental authority authority, or a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or (viv) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the CompanyCompany and the Selling Shareholder, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or in the Nasdaq Global Select MarketExchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority authority, or (iv) a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware federal or New York authorities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or preliminary prospectus, the General Disclosure PackagePackage or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, including without limitation as a result of terrorist activities, in each case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or in the Nasdaq Global Select MarketExchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA or any other governmental authority authority, or (iv) a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems Systems in Europe, or (v) if a banking moratorium has been declared by either Federal, OhioNew York, Delaware California or New York Nevada authorities.

Termination; General. The Representatives Underwriters may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure PackageProspectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company Company, the Operating Partnership and its subsidiaries any of the Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof thereof, any acts of terrorism involving the United States or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesUnderwriters, impracticable or inadvisable to market the Securities or inadvisable to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or in the Nasdaq Global Select MarketExchange, Inc., or if trading generally on the American Stock Exchange or the New York Stock Exchange Exchange, Inc. or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority authority, or a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in EuropeStates, or (viv) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the CompanyOperating Partnership, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the preliminary prospectus supplement, the Prospectus (exclusive of any supplement thereto) Supplement or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company Operating Partnership and its subsidiaries the other Simon Entities considered as one enterprise, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the preliminary prospectus supplement, the Prospectus Supplement or the General Disclosure Package, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial markets, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis crisis, (C) a declaration by the United States of a national emergency or war, or (D) any change or development involving a prospective change in national or international political, financial financial, or economic conditions, in each case case, the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities Notes or to enforce contracts for the sale of the SecuritiesNotes, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or in (the Nasdaq Global Select Market“NYSE”), or if trading generally on the American Stock Exchange NYSE, the Nasdaq Global Market or the New York Stock Exchange NYSE Amex Equities or in the Nasdaq Global Select Market over-the-counter market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA or any other governmental authority or a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in clearance services in the United States or with respect to Clearstream or Euroclear systems in Europeauthority, or (viv) if a banking moratorium has been declared by either Federal, OhioNew York, or Delaware authorities, or New York authorities(v) a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred, or (vi) if the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the rating.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time Time, if (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure PackageOffering Memorandum, any material adverse change in the financial condition, financial results of operations or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or, if the Securities include securities denominated or payable in, or indexed to, one or more foreign or composite currencies, in the international financial markets, or any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective material change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or in the Nasdaq Global Select MarketAmerican Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select Market American Stock Exchange has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any either of said exchanges or by such system or by order of the Commission, FINRA the NASD or any other governmental authority authority, or a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authoritiesauthorities or, if the Securities include securities denominated or payable in, or indexed to, one or more foreign or composite currencies, by the relevant authorities in the related foreign country or countries.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package), any material adverse change in the conditionconsolidated financial position, financial or otherwiseshareholders’ equity, or in the earnings, business affairs results of operations or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange or in the Nasdaq Global Select Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority authority, or a material disruption has occurred in commercial banking or securities settlement, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in EuropeBermuda, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York or Bermuda authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or Disclosure Package and the General Disclosure PackageFinal Prospectus, any material adverse change in or affecting the condition, financial or otherwise, or in the earnings, earnings or business affairs or business prospects of the Company and its subsidiaries considered taken as one enterprisea whole, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States States, or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market commence or continue the offering of the Securities to the public or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or in the Nasdaq Global Select MarketExchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said such exchanges or by such system or by order of the Commission, FINRA Commission or any other governmental authority or a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in clearance services in the United States or with respect to Clearstream or Euroclear systems in Europeauthority, or (viv) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities, or (v) if, since the time of execution of this Agreement, there shall have been any downgrading in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as such term is defined in Section 3(a)(62) of the 1934 Act) or any notice given of any intended or potential downgrading in any such rating.

Termination; General. The Representatives may terminate this a Pricing Agreement, by notice to the CompanyCorporation, at any time at or prior to Closing the Time of Delivery (i) if there has been, since on or after the time date of execution of this such Pricing Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company Corporation and its subsidiaries considered as one enterpriseenterprise or Conrail, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Designated Securities or to enforce contracts for the sale of the Designated Securities, or (iii) if trading in any securities of the Company Corporation has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or in the Nasdaq Global Select MarketExchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority authority, or a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in EuropeStates, or (viv) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or in the Nasdaq Global Select Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the Financial Industry Regulatory Authority, Inc. or any other governmental authority authority, or (iv) a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in EuropeStates, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Final Prospectus (exclusive of any supplement thereto) or the General Disclosure Package), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States States, China or in the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or in the Nasdaq Global Select National Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority authority, or a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in EuropeStates, or (viv) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York or PRC authorities, (v) if a change or development involving a prospective change in United States or PRC taxation affecting the Company or the Securities or the transfer thereof or the imposition of exchange controls by the United States or any change or development involving a prospective change in the PRC exchange controls would materially and adversely affect the financial markets or the market for the Securities and other equity securities, or (vi) if the outbreak or escalation of hostilities involving the United States or the PRC or the declaration by the United States or the PRC of a national emergency or war makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities being delivered at such Date of Delivery on the terms and in the manner contemplated in this Agreement and the Final Prospectus.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or preliminary prospectus, the General Disclosure PackagePackage or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, including without limitation as a result of terrorist activities, in each case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or in the Nasdaq Global Select Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority authority, or (iv) a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems Systems in Europe, or (v) if a banking moratorium has been declared by either Federal, OhioNew York, Delaware Mississippi or New York Tennessee authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus Final Offering Memorandum (exclusive of any supplement thereto) amendments or supplements thereto subsequent to the General Disclosure Packagedate of this Agreement), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or in the Nasdaq Global Select MarketExchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select Market NASDAQ System has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority authority, or (iv) a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware or New York or Texas authorities.

Termination; General. The Representatives Underwriter may terminate this Agreement, by notice to the CompanyCompany and the Selling Shareholders, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesUnderwriter, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or in the Nasdaq Global Select National Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority authority, or (iv) a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in EuropeStates, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the CompanyCompany and the Selling Shareholders, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries the Group Entities considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or in the Nasdaq NASDAQ Global Select Market, or if trading generally on the American Stock Exchange or Exchange, the New York Stock Exchange, the NASDAQ Global Market, the Stock Exchange of Hong Kong Limited or in the Nasdaq Global Select Market London Stock Exchange has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA or any other governmental authority authority, or (iv) a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or (v) if a banking moratorium has been declared by either FederalU.S., OhioNew York, Delaware United Kingdom, Hong Kong, PRC or New York Cayman Islands authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the CompanyCompany and the Selling Shareholders, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries the Subsidiary considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or in the Nasdaq Global Select National Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the NASD or any other governmental authority or authority, (iv) a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time or at any time prior to the Date of Delivery, in the case of Option Securities, (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure PackageProspectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or affairs, business prospects or properties of the Company and its subsidiaries Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or in the The Nasdaq Global Select National Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the The Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority or a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in clearance services in the United States or with respect to Clearstream or Euroclear systems in Europeauthority, or (viv) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives Initial Purchasers may terminate this Agreement, by notice to the CompanyVentas, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus Offering Memorandum (exclusive of any supplement thereto) or the General Disclosure Package), any material adverse change in the business, condition, financial or otherwise, or in the earningsresults of operations, business affairs performance, properties or business prospects of Ventas and the Company and its subsidiaries Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or in the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesInitial Purchasers, impracticable or inadvisable to market the Securities Original Notes or to enforce contracts for the sale of the SecuritiesOriginal Notes, or (iii) if trading in any securities of the Company Ventas Entities has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or in the Nasdaq Global Select MarketExchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority authority, or a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in EuropeStates, or (viv) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or in the Nasdaq Global Select National Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority authority, or a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware or New York or Alabama authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, which, in the judgment of the Representatives, is material and adverse and makes it impractical or inadvisable to market the Securities, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any act of terrorism involving the United States or Europe, any declaration of war by Congress or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the CommissionCommission or the New York Stock Exchange, or if trading generally on the New York Stock Exchange or in the Nasdaq NASDAQ Global Select Market, Market or if trading generally on the American London Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority authority, or (iv) a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in EuropeStates, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the First Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earningsresults of operations, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or in the Nasdaq Global Select National Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the Financial Industry Regulatory Authority or any other governmental authority authority, or a material disruption has occurred in commercial banking or securities settlement, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware or New York or Illinois authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the CompanyCompany and the Trust, at any time at or prior to the Closing Time or any relevant Date of Delivery if (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure PackageProspectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof thereof, including, without limitation, an act of terrorism, or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the reasonable judgment of the Representatives, impracticable or inadvisable to market the Preferred Securities or to enforce contracts for the sale of the Preferred Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or in the Nasdaq Global Select MarketExchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority authority, or a material any major disruption has occurred in commercial banking or securities settlement, (iv) a material settlement or any major disruption has occurred in of settlements of securities clearance services in the United States which will, in the reasonable judgment of the Representatives, prejudice materially the success of the proposed issue, sale or with respect to Clearstream or Euroclear systems in Europedisposition of the Preferred Securities, or (viv) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives Underwriter may terminate this Agreement, by notice to the CompanyCompany and the Selling Shareholder, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesUnderwriter, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or in the Nasdaq Global Select MarketExchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority authority, or (iv) a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in EuropeStates, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives Underwriters may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure PackageProspectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered Subsidiaries taken as one enterprisea whole, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or in the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or the declaration by the United States of a national emergency or war or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesUnderwriters, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or in the Nasdaq Global Select MarketNYSE, or if trading generally on the American Stock Exchange or the New York Stock Exchange NYSE or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority authority, or a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in EuropeStates, or (viv) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York or Hawaii State authorities.

Termination; General. The Representatives Underwriters may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure PackageProspectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise or of Sprint and its subsidiaries considered as one enterprise, in each case whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesUnderwriters, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company or in the Sprint PCS Stock has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or in the Nasdaq Global Select MarketExchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority or a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in clearance services in the United States or with respect to Clearstream or Euroclear systems in Europeauthority, or (viv) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives Initial Purchaser may terminate this Agreement, by written notice to the Company, at any time at or prior to the Closing Time Time, (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) Offering Memorandum or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, earnings or business affairs or business prospects of the Company and its subsidiaries Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, including without limitation as a result of terrorist activities, in each case the effect of which is such as to make it, in the judgment of the RepresentativesInitial Purchaser, impracticable or inadvisable to market the Securities Notes or to enforce contracts for the sale of the SecuritiesNotes, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or in the Nasdaq Global Select Market, or if trading generally on the American Stock Exchange NYSE MKT LLC or the New York Stock Exchange or in the Nasdaq Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the Financial Industry Regulatory Authority, Inc. or any other governmental authority authority, or (iv) a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in EuropeStates, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware U.S. federal or New York State authorities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or in the Nasdaq Global Select NASDAQ Capital Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange Exchange, the NASDAQ National Market or in the Nasdaq Global Select NASDAQ Capital Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority authority, or (iv) a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in EuropeStates, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, Company and the Selling Shareholders at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or in the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or in the Nasdaq Global Select MarketExchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority authority, or a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or (viv) if a banking moratorium has been declared by either Federal, Ohio, Delaware federal or New York authorities.

Termination; General. The Representatives Underwriter may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or preliminary prospectus, the General Disclosure PackagePackage or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, including without limitation as a result of terrorist activities, in each case the effect of which is such as to make it, in the judgment of the RepresentativesUnderwriter, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or in the Nasdaq Global Select Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority authority, or (iv) a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems Systems in Europe, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives Initial Purchasers may terminate this Agreement, by notice to the CompanyIssuers and IWL, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure PackageOffering Memorandum, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company Issuers, IWL and its their respective subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesInitial Purchasers, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of any of the Company Issuers or IWL has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or in the Nasdaq Global Select MarketNASDAQ National Market System, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select NASDAQ National Market System has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority or a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in clearance services in the United States or with respect to Clearstream or Euroclear systems in Europeauthority, or (viv) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York or Texas authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or in the Nasdaq Global Select Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority or authority, (iv) a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives Underwriter may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered taken as one enterprisea whole, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesUnderwriter, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the CommissionCommission or the Nasdaq Global Market, or if trading generally on the New York Stock Exchange or in the Nasdaq Global Select Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority authority, or (iv) a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities. Notice of any termination of this Agreement shall be promptly given to the Company by telecopy or telephone and shall be subsequently confirmed by letter.

Termination; General. The Representatives may terminate this Agreement, by notice to the CompanyCompany and the Selling Stockholders, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure PackageProspectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred after the date hereof any material adverse change in the financial markets in the United States or in the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if if, after the date hereof, trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or in the Nasdaq Global Select MarketExchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority or a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in clearance services in the United States or with respect to Clearstream or Euroclear systems in Europeauthority, or (viv) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Company, Company at any time at on or prior to Closing Time Date (i) if there has been, since at any time on or after the time of execution date of this Agreement or since the respective dates as date of which information is given the most recent financial statements included or incorporated by reference in the General Disclosure Package or the Prospectus (in each case exclusive of any supplement thereto) amendments or supplements thereto subsequent to the General Disclosure Packagedate of this Agreement), any material adverse change or any development involving a prospective material adverse change that could reasonably be expected to result in a material adverse change in the condition, condition (financial or otherwiseother), or in the earningsresults of operations, business affairs or business prospects properties of the Company and its subsidiaries considered taken as one enterprisea whole, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any declaration of a national emergency or war by the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionsconditions (including, without limitation, as a result of terrorist activities), in each case the effect of which on financial markets is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if (A) trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or in the Nasdaq Global Select MarketNYSE, or if (B) trading generally on the American Stock Exchange or the New York Stock Exchange or in NYSE, the Nasdaq Global Select Market or the Nasdaq Global Market, has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said the NYSE exchanges or by such system or by order of the Commission, FINRA or any other governmental authority authority, or (C) a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in EuropeStates, or (viv) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement theretoor amendment pursuant to Section 3(e) or the General Disclosure Packageof this Agreement), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or in the Nasdaq Global Select MarketExchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority authority, or a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in EuropeStates, or (viv) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or in the Nasdaq Global Select MarketNASDAQ System, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select Market NASDAQ System has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority or authority, (iv) a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in EuropeStates, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware California or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package), any material adverse change change, or any development involving a material adverse change, in the conditionconsolidated financial position, financial or otherwiseshareholders’ equity, or in the earnings, business affairs results of operations or business prospects of the Company Parent and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company or Parent has been suspended or materially limited by the Commission, the New York Stock Exchange or in the Nasdaq Global Select Market, or if trading generally on the American Stock Exchange or Exchange, the New York Stock Exchange or in the Nasdaq Global Select The NASDAQ Stock Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the Financial Industry Regulatory Authority, Inc. or any other governmental authority authority, or a material disruption has occurred in commercial banking or securities settlement, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in EuropeBermuda, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware any U.S. Federal or New York or Bermudian authorities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Company, Company at any time at on or prior to Closing Time Date (i) if there has been, since at any time on or after the time of execution date of this Agreement or since the respective dates as date of which information is given the most recent financial statements included or incorporated by reference in the General Disclosure Package or the Prospectus (in each case exclusive of any supplement thereto) amendments or supplements thereto subsequent to the General Disclosure Packagedate of this Agreement), any material adverse change or any development involving a prospective material adverse change that could reasonably be expected to result in a material adverse change in the condition, condition (financial or otherwiseother), or in the earningsresults of operations, business affairs or business prospects properties of the Company and its subsidiaries considered taken as one enterprisea whole, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any declaration of a national emergency or war by the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionsconditions (including, without limitation, as a result of terrorist activities), in each case the effect of which on financial markets is such as to make it, in the sole judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities Notes or to enforce contracts for the sale of the SecuritiesNotes, or (iii) if (A) trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or in the Nasdaq Global Select MarketNYSE, or if (B) trading generally on the American Stock Exchange or the New York Stock Exchange or in NYSE, the Nasdaq Global Select Market or the Nasdaq Global Market, has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said the NYSE exchanges or by such system or by order of the Commission, FINRA or any other governmental authority authority, or (C) a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in EuropeStates, or (viv) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the CompanyCompany and the Selling Stockholders, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or in the Nasdaq Global Select National Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority authority, or (iv) a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in EuropeStates, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives Either MLI or CSFB Europe may terminate this Agreement, by notice to the CompanyCompany and the Selling Shareholders, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure PackageInternational Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, including Taiwan or the People's Republic of China, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesLead Managers, impracticable or inadvisable to market the International Securities or to enforce contracts for the sale of the International Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or in the Nasdaq Global Select National Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority or a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in clearance services in the United States or with respect to Clearstream or Euroclear systems in Europeauthority, or (viv) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives Underwriters may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure PackageProspectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise or of Sprint and its subsidiaries considered as one enterprise, in each case whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesUnderwriters, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company or in the Sprint PCS Stock has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or in the Nasdaq Global Select MarketExchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority or a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware federal or New York authorities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Company, at any time at on or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Representative, impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, internationally or any outbreak of hostilities or escalation thereof or other calamity or crisis crisis, or any change or development involving a prospective change in national or international political, financial financial, or economic conditions, in each case the effect of which is such as to make it, in the reasonable judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities Shares or to enforce contracts for the sale of the SecuritiesShares, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or in the Nasdaq Global Select MarketExchange, or if trading generally on the American New York Stock Exchange Exchange, the Nasdaq National Market or the New York American Stock Exchange or in the Nasdaq Global Select Market over-the-counter market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority or a material disruption has occurred in commercial banking or securities settlementauthority, (iv) a material disruption has occurred in clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or (v) if a banking moratorium has been declared by either Federal, OhioNew York, Delaware or New York Maryland authorities, or (v) a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred.

Termination; General. The Representatives may terminate this Agreement, Agreement by notice to the Company, Company at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus Offering Memorandum (exclusive of any supplement thereto) amendments or supplements thereto subsequent to the General Disclosure Packagedate of this Agreement), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities Notes or to enforce contracts for the sale of the SecuritiesNotes, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or in the Nasdaq Global Select MarketExchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority authority, or (iv) a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in EuropeStates, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware federal or New York authorities.

Termination; General. The Lead Representatives may terminate this Agreement, by notice to the CompanyCompany and each Selling Shareholder, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or in the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Lead Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or in the Nasdaq Global Select MarketNYSE, or if trading generally on the American Stock Exchange or the New York Stock Exchange NYSE or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority authority, or a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in EuropeStates, or (viv) if a banking moratorium has been declared by either Federal, Ohio, Delaware federal or New York authorities.

Termination; General. The Representatives Representatives, in their sole discretion, may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market proceed with the public offering or the delivery of the Securities or to enforce contracts for on the sale of terms and in the Securitiesmanner contemplated in the Preliminary Prospectus and the Prospectus, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or in the Nasdaq Global Select MarketExchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority or a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in clearance services in the United States or with respect to Clearstream or Euroclear systems in Europeauthority, or (viv) if a banking moratorium has been declared by either Federal, Ohio, Delaware federal or New York authorities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or preliminary prospectus, the General Disclosure PackagePackage or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, including without limitation as a result of terrorist activities, in each case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or in the Nasdaq Global Select Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA or any other governmental authority authority, or (iv) a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems Systems in Europe, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware Washington or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the CompanyCompany and the Selling Stockholders, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package), any material adverse change in the condition, financial or otherwise, 29 or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or in the Nasdaq Global Select MarketPacific Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority or a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in EuropeStates, or (viv) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the CompanyPartnership, at any time at on or prior to the Closing Time Date (and, if any Option Securities are to be purchased on an Option Closing Date that occurs after the Closing Date, the Representatives may terminate the obligations of the several Underwriters to purchase such Option Securities, by notice to the Partnership, at any time on or prior to such Option Closing Date) (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of or any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earningsresults of operations, business affairs or business prospects of the Company Partnership and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company Partnership has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or in the Nasdaq Global Select MarketNYSE, or if trading generally on the American Stock Exchange Exchange, the NYSE or the New York Stock Exchange or in the Nasdaq Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA or any other governmental authority authority, or a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or (viv) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the CompanyCompany and the Selling Stockholders, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the reasonable judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or in the Nasdaq Global Select National Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority authority, or (iv) a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in EuropeStates, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or in the Nasdaq Global Select Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Market or the Nasdaq Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the Financial Industry Regulatory Authority or any other governmental authority authority, or (iv) a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in EuropeStates, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterpriseCompany, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange or in the Nasdaq Global Select MarketAmerican Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange, the American Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority authority, or a material disruption has occurred in commercial banking or securities settlement, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in EuropeStates, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware or New York or Missouri authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, in the judgment of the Representatives, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) General Disclosure Package or the General Disclosure PackageProspectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or in the Nasdaq Global Select MarketExchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA or any other governmental authority authority, or (iv) a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or in the Nasdaq Global Select MarketExchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority authority, or a material disruption has occurred in commercial banking or securities settlement, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the General Disclosure Package or the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or in the Nasdaq Global Select MarketExchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the NASD or any other governmental authority or authority, (iv) a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or in the The Nasdaq Global Select Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority authority, or (iv) a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in EuropeStates, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the CompanyCompany and the Selling Shareholders, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure PackageProspectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States States, European Union, Spain or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national United States, European Union, Spanish or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or in the Nasdaq Global Select National Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority authority, or (iv) a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or (v) if a banking moratorium has been declared by either Federal, OhioNew York, Delaware or New York authoritiesSpanish authorities or (vi) if the share capital increase corresponding to the Initial Securities has not been registered with the Mercantile Registry of Madrid prior to the Closing Time.

Termination; General. The U.S. Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure PackageProspectuses, any material adverse change change, or any development which could reasonably be expected to result in a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the U.S. Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or in the Nasdaq Global Select MarketExchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority or a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in clearance services in the United States or with respect to Clearstream or Euroclear systems in Europeauthority, or (viv) if a banking moratorium has been declared by either Federal, Ohio, Delaware Minnesota or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, the U.S. Prospectus (exclusive of any supplement thereto) or and in the General Disclosure PackageCanadian Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States States, Canada or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company Falconbridge Limited has been suspended or materially limited by the Commission, the New York Reviewing Authority, or The Toronto Stock Exchange or in the Nasdaq Global Select MarketExchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select National Market or The Toronto Stock Exchange has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the Reviewing Authority, the National Association of Securities Dealers, Inc. or any other governmental authority authority, or a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems Systems in EuropeEurope or with respect to The Canadian Depository For Securities Limited in Canada, or (viv) if a banking moratorium has been declared by either any United States Federal, Ohio, Delaware or New York State or Canadian authorities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or preliminary prospectus, the General Disclosure PackagePackage or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, including without limitation as a result of terrorist activities, in each case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or in the Nasdaq Global Select Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA or any other governmental authority authority, or (iv) a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems Systems in Europe, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware or New York or Florida authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the CompanyCompany and the Selling Stockholders, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or in the Nasdaq Global Select Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA or any other governmental authority authority, or (iv) a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or in the Nasdaq Global Select National Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority authority, or (iv) a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in EuropeStates, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives Representative(s) may terminate this Agreement, by notice to the CompanyCompany and the Selling Stockholder(s), at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) General Disclosure Package or the General Disclosure PackageProspectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative(s), impracticable or inadvisable to market the Securities Shares or to enforce contracts for the sale of the SecuritiesShares, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York NYSE Amex Equities Stock Exchange or in the Nasdaq Global Select MarketExchange, or if trading generally on the American NYSE Amex Equities Stock Exchange or the New York Stock Exchange or in the Nasdaq NASDAQ Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA or any other governmental authority authority, or (iv) a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the CompanyCompany and the Selling Shareholders, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or in the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or in the Nasdaq Global Select MarketExchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority authority, or a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in EuropeStates, or (viv) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the CompanyTrust and Continental Grain, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure PackageTrust Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs affairs, investment objectives or investment policies of the Trust, whether or not arising in the ordinary course of business, or (ii) if there has been, since the time of execution of this Agreement, or since the respective dates as of which information is given in the ContiFinancial Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, operations or business prospects of the Company ContiFinancial and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (iiiii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iiiiv) if trading in any securities of the Company Securities or in the ContiFinancial Common Stock has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or in the Nasdaq Global Select MarketExchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the NASD or any other governmental authority or a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in clearance services in the United States or with respect to Clearstream or Euroclear systems in Europeauthority, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware federal or New York authorities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or preliminary prospectus, the General Disclosure PackagePackage or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, including without limitation as a result of terrorist activities, in each case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or in the Nasdaq Global Select Capital Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select Capital Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA or any other governmental authority authority, or (iv) a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems Systems in Europe, or (v) if a banking moratorium has been declared by either the Federal, OhioNew York, Delaware Oregon or New York Idaho authorities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or in the Nasdaq Global Select National Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority authority, or (iv) a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the CompanyAlliant, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure PackageProspectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred after the date hereof and prior to the Closing Time any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the reasonable judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or in the Nasdaq Global Select MarketExchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the NASD or any other governmental authority authority, or (iv) if a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in EuropeStates, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus Final Offering Memorandum (exclusive of any supplement thereto) amendments or supplements thereto subsequent to the General Disclosure Packagedate of this Agreement), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or in the Nasdaq Global Select MarketExchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select Market NASDAQ System has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority authority, or (iv) a material disruption has occurred in commercial banking or securities settlement, (iv) a material disruption has occurred in settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in EuropeStates, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the CompanyFund, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterpriseFund or the Investment Adviser, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company Fund has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or in the Nasdaq Global Select MarketExchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority authority, or a material disruption has occurred in commercial banking or securities Securities settlement, or (iv) a material disruption has occurred in commercial banking or Securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in EuropeStates, or (v) if a banking moratorium has been declared by either Federal, Ohio, Delaware Federal or New York authorities.