Rights of Termination. 10.1 The Company may in its sole discretion terminate this agreement by written notice to the Customer if:
(a) The Customer defaults in performing its obligations under this agreement and the default, if capable of being remedied, is not remedied within seven (7) days from receiving a notice specifying the default and requiring remedy; or
(b) The Customer defaults in the performance of its obligations under this agreement and the default is in the Company’s reasonable opinion incapable of being remedied; or
(c) The Customer commits an act of insolvency including a compromise with creditors or appoints a voluntary administrator; or if a receiver is appointed in respect of the assets of the Customer; or if an arrangement with the Customer’s creditors is made or likely to be made; or if the Customer ceases or threatens to cease carrying on business; or if the ownership or effective control of the Customer is transferred or the nature of the Customer’s business is materially altered, or the Customer is adjudicated bankrupt.
10.2 Termination of this agreement will not prejudice or affect the rights, remedies and claims and/or any liabilities of the Company. The Company shall have no liability or responsibility whatsoever to the Customer for any loss or damage of any kind which may result directly or indirectly from such termination of this agreement.
Rights of Termination. If:
(a) no Step-in Notice or Proposed Transfer Notice is given before a Termination Notice expires or within 15 Business Days after termination of the Project Agreement by the Authority;
(b) a Step-in Undertaking is not issued on or before the Proposed Step-in Date;
(c) the Step-In Notice is withdrawn or, pursuant to Section 3.7, is deemed to have been withdrawn;
(d) the Step-In Period ends before the occurrence of the Transfer Effective Date;
(e) in the absence of a Step-in Undertaking, the Material Project Contractor reasonably withholds its consent to a transfer pursuant to a Proposed Transfer Notice, in accordance with Section 4.3, and does not subsequently grant consent to a transfer in accordance with Section 4.4 on or before the Proposed Transfer Date;
(f) in the absence of a Step-in Undertaking, a Transfer Agreement is not entered into on the Proposed Transfer Date;
(g) the Material Project Contractor is entitled to terminate the Material Contract under Section 3.8 or 4.7; or
(h) the Authority exercises its right to Step-out under Section 3.9, then on the Step-out Date, the Material Project Contractor may:
(i) exercise all of its rights under the Material Contract and act upon any and all grounds for termination available to it in relation to the Material Contract whenever occurring; and
(j) pursue any and all claims and exercise any and all rights and remedies against Project Co.
Rights of Termination. Without limiting any of the other provisions of this Agreement, the Agent will be entitled, at its option, to terminate and cancel, without any liability on its part or on the part of the Purchasers, its obligations under this Agreement by giving written notice to the Corporation at any time prior to the Closing Time if, after the date hereof and at any time prior to the Closing:
(a) there shall have occurred any change in any material fact, material adverse change (actual, intended, anticipated or threatened) or the Agent shall have discovered any previously undisclosed material fact (determined by the Agent in its sole discretion, acting reasonably) in relation to the Corporation, which, in the opinion of the Agent, acting reasonably, prevents or restricts trading in or the Distribution of the Offered Units or securities underlying the Offered Units or has or could reasonably be expected to have a Material Adverse Effect;
(b) there shall have occurred any change in the Applicable Securities Laws of any Selling Jurisdiction or any inquiry, investigation or other proceeding by a securities regulatory authority or any order is issued under or pursuant to any statute of Canada or any province thereof or any stock exchange in relation to the Corporation or any of its securities (except for any inquiry, investigation or other proceeding based upon activities of the Agent and not upon activities of the Corporation), which, in the reasonable opinion of the Agent, would be expected to have a significant adverse effect on the market price of value of the Offered Units or securities underlying the Offered Units;
(c) there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence or catastrophe, accident, public protest, government law or regulation, war or act of terrorism of national or international consequence or any law or regulation which, in the opinion of the Agent, seriously adversely affects or involves, or will seriously adversely affect, or involve, the financial markets or the business, operations or affairs of the Corporation or the market price of value of the Offered Units or securities underlying the Offered Units;
(d) the state of the financial markets in Canada and the United States is such that, in the reasonable opinion of the Agent, the Offered Units cannot be marketed profitably;
(e) there is an inquiry or investigation (whether formal or informal) by any Securities Regulator or ot...
Rights of Termination. This Agreement may be terminated in the sole discretion of the Agent by written notice to the Corporation given prior to the Closing Time in the event that:
(a) the Corporation is in material breach of any term, condition, covenant or agreement contained in this Agreement or any representation or warranty given by the Corporation in this Agreement is determined to have been untrue, false or misleading in any material way as of the date upon which such was given;
(b) at or prior to the Closing Time:
(i) there shall have occurred any adverse material change or there shall be discovered any previously undisclosed adverse material fact in relation to the Corporation; or
(ii) there shall have occurred any:
(A) change in Canadian Securities Laws; or
(B) inquiry, investigation or other proceeding is made or order is issued under or pursuant to any statute of Canada or any province thereof or any statute of the United States or any state thereof or any stock exchange in relation to the Corporation or any of its securities (except for any inquiry, investigation or other proceeding based upon activities of the Agent and not upon activities of the Corporation); which, in the opinion of the Agent, acting reasonably, prevents or restricts trading in or the distribution of the Units, or adversely affects or might reasonably be expected to adversely affect the market price or value of the Units or securities underlying the Units;
(c) there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence or catastrophe of national or international consequence or any law or regulation which, in the reasonable opinion of the Agent, seriously adversely affects or involves, or will seriously adversely affect or involve, the financial markets or the business, operations or affairs of the Corporation and its Subsidiaries, taken as a whole;
(d) a cease trading order is made by any securities regulator or other competent authority by reason of the fault of the Corporation or its directors, officers or Agent and such cease trading order is not rescinded within 48 hours;
(e) the state of the financial markets becomes such that, in the opinion of the Agent, acting reasonably, the Units cannot be successfully marketed;
(f) the due diligence investigations of the Agent identify a material adverse fact with respect to the Corporation or any of its Subsidiaries or the Units which existed as of the date hereof but which had not been...
Rights of Termination. This Agreement may be terminated in the sole discretion of the Agent by written notice to the Corporation given prior to the Closing Time in the event that:
(a) the Corporation is in material breach of any term, condition, covenant or agreement contained in this Agreement or any representation or warranty given by the Corporation in this Agreement is determined to have been untrue, false or misleading in any material way as of the date upon which such was given; or
(b) prior to the Closing Time:
(i) there shall have occurred any adverse material change or there shall be discovered any previously undisclosed adverse material fact in relation to the Corporation; or
(ii) there shall have occurred any change in Applicable Securities Laws or any inquiry, investigation or other proceeding is made or any order is issued under or pursuant to any statute of Canada or any province thereof or any regulatory authority in relation to the Corporation or any of its securities (except for any inquiry, investigation or other proceeding based upon activities of the Agent and not upon activities of the Corporation); which, in the reasonable opinion of the Agent, prevents or restricts trading in the Offered Shares and Warrant Shares or the distribution of the Offered Securities; or
(iii) there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence or catastrophe of national or international consequence or any law or regulation or a change thereof which, in the reasonable opinion of the Agent, materially adversely affects or involves, or will materially adversely affect or involve, the financial markets or the business, operations or affairs of the Corporation, taken as a whole;
(iv) the state of the financial markets in Canada and the United States is such that, in the reasonable opinion of the Agent, the Offered Securities cannot be marketed profitably;
(v) there is an inquiry or investigation (whether formal or informal) by any securities regulator or other regulatory authority in relation to the Corporation or any one of its directors or officers, or any of its principal shareholders, which has not been rescinded, revoked or withdrawn and which, in each case, operates to materially prevent or restrict the Distribution of the Offered Securities as contemplated by this Agreement;
(vi) a cease trading order with respect to any securities of the Corporation is made by any securities regulator or other competent ...
Rights of Termination. If and whenever:
(a) the Premises become vacant or remain unoccupied for five (5) days or more or are not used for the purpose herein permitted;
(b) any rent or Additional Rent remains unpaid after any of the days on which the same ought to have been paid and following ten (10) days' notice of non-payment by the Landlord to the Tenant;
(c) there is a breach of any of the Tenant's obligations hereunder (other than as set out in the other clauses of this Article) which is not cured within fifteen (15) days after delivery of notice by the Landlord to the Tenant specifying such breach, PROVIDED THAT if any default of the Tenant can only be cured by the performance of work or the furnishing of materials, and if such work cannot reasonably be completed or such materials reasonably obtained and utilized within said fifteen (15) days, such default will not be deemed to continue if the Tenant proceeds promptly with such work as may be necessary to cure the default and continued diligently to complete such work;
(d) the Term or any goods and chattels on the Premises are at any time seized or taken in execution or attachment;
(e) a receiver, guardian, trustee in bankruptcy, or any other similar officer is appointed to take charge of all or any substantial part of the Tenant's property by a court of competent jurisdiction;
(f) a petition is filed for the reorganization of the Tenant under any provision of the Bankruptcy Act or any law of Canada or any Province thereof or of the jurisdiction in which the Tenant is incorporated relating to bankruptcy or insolvency then in force;
(g) the Tenant becomes insolvent;
(h) the Tenant files a petition for such reorganization or for arrangements under any provision of the Bankruptcy Act or any law of Canada or any Province thereof or of the jurisdiction in which the Tenant is incorporated relating to bankruptcy or insolvency then in force and providing a plan for a debtor to settle, satisfy, or to extend the time for the payment of debts;
(i) if any application, petition, certificate, or order is made or granted for the winding up or dissolution of the Tenant, voluntarily or otherwise;
(j) the Tenant assigns, sub-lets, or parts with possession of the Premises without the Landlord's consent as required herein; then in any of the said cases (and notwithstanding any prior waiver of breach of covenant), the Landlord, at its option, may (and without prejudice to any other right or remedy it may then have or be entitled to) cancel thi...
Rights of Termination. (1) If, prior to the Closing Time, or the Over-Allotment Option Closing Time, as applicable,
(a) any inquiry, action, suit, investigation or other proceeding (whether formal or informal) is commenced, announced or threatened or any order is made or issued under or pursuant to any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality (including without limitation the TSXV or any securities regulatory authority), other than an inquiry, investigation, proceeding or order based upon the activities of the Underwriters, or there is a change in any law, rule or regulation, or the interpretation or administration thereof, which, in the reasonable opinion of the Underwriters, operates to prevent, restrict or otherwise seriously adversely affects the distribution or trading of the Common Shares or any other securities of the Company or the market price or value of the Common Shares or the Offered Securities;
(b) there shall occur or come into effect any material change in the business, affairs (including, for greater certainty, any change to the board of directors or executive management of the Company, including the departure of the Company’s CEO, CFO, COO or president (or persons in equivalent positions)), financial condition or financial prospects of the Company, any change in any material fact or new material fact, or there should be discovered any previously undisclosed fact which, in each case, in the reasonable opinion of the Underwriters, has or could reasonably be expected to seriously adversely affect the market price, value or marketability of the Offered Securities;
(c) there should develop, occur or come into effect or existence any event, action, state, or condition or any action, law or regulation, inquiry, including, without limitation, terrorism, accident or major financial, political or economic occurrence of national or international consequence, any escalation in the severity of the COVID-19 pandemic from the date of this Agreement or any action, government, law, regulation, inquiry or other occurrence of any nature, which, in the reasonable opinion of the Underwriters, seriously adversely affects or involves, or may seriously adversely affect or involve, the financial markets in Canada or the U.S. or the business, operations or affairs of the Company;
(d) an order shall have been made or threatened to cease or suspend trading in securities of the Company, or to otherwise proh...
Rights of Termination. This Agreement may be terminated as follows:
Rights of Termination. (1) If, prior to the Closing Time,
(a) any inquiry, action, suit, investigation or other proceeding (whether formal or informal) is commenced, announced or threatened or any order is made or issued under or pursuant to any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality (including without limitation the CSE or any securities regulatory authority), other than an inquiry, investigation, proceeding or order based upon the activities of the Underwriter, or there is a change in any law, rule or regulation, or the interpretation or administration thereof, which, in the reasonable opinion of the Underwriter, operates to prevent, restrict or otherwise materially adversely affects the distribution or trading of the Offered Shares or any other securities of the Company;
(b) there shall occur or come into effect any material change in the business, affairs, (including, for greater certainty, any change to the board of directors or executive management of the Company, including the departure of the Company’s CEO, CFO, COO or president (or persons in equivalent positions)), financial condition or financial prospects of the Company and the Subsidiaries, taken as a whole, or any change in any material fact or new material fact, or there should be discovered any previously undisclosed fact which, in each case, in the reasonable opinion of the Underwriter, has or could reasonably be expected to seriously adversely affect the market price, value or marketability of the Offered Shares;
(c) there should develop, occur or come into effect or existence any event, action, state, or condition or any action, law or regulation, inquiry, including, without limitation, terrorism, accident or major financial, political or economic occurrence of national or international consequence or any action, government, law, regulation, inquiry or other occurrence of any nature, which, in the reasonable opinion of the Underwriter, materially adversely affects or involves, or may materially adversely affect or involve, the financial markets in Canada or the U.S. or the business, operations or affairs of the Company and its Subsidiaries as a whole or the marketability of the Offered Shares;
(d) an order shall have been made or threatened to cease or suspend trading in the Offered Shares, or to otherwise prohibit or restrict in any manner the distribution or trading of the Offered Shares, or proceedings are announced or com...
Rights of Termination. (1) If, prior to the Closing Time, or the Over-Allotment Option Closing Time, as applicable,
(a) any inquiry, action, suit, investigation or other proceeding (whether formal or informal) is commenced, announced or threatened or any order is made or issued under or pursuant to any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality (including without limitation the CSE or any securities regulatory authority), other than an inquiry, investigation, proceeding or order based upon the activities of the Underwriters, or there is a change in any law, rule or regulation, or the interpretation or administration thereof, which, in the reasonable opinion of the Underwriters, operates to prevent, restrict or otherwise seriously adversely affects the distribution or trading of the subordinate voting shares of the Company or any other securities of the Company or the market price or value of the subordinate voting shares of the Company or the Offered Shares;
(b) there shall occur or come into effect any material change in the business, affairs (including, for greater certainty, any change to the board of directors or executive management of the Company, including the departure of the Company’s CEO, CFO, COO or president (or persons in equivalent positions)), financial condition or financial prospects of the Company, any change in any material fact or new material fact, or there should be discovered any previously undisclosed fact which, in each case, in the reasonable opinion of the Underwriters, has or could reasonably be expected to seriously adversely affect the market price, value or marketability of the Securities;
(c) there should develop, occur or come into effect or existence any event, action, state, or condition or any action, law or regulation, inquiry, including, without limitation, terrorism, accident or major financial, political or economic occurrence of national or international consequence, any escalation in the severity of the COVID-19 pandemic from the date of this Agreement or any action, government, law, regulation, inquiry or other occurrence of any nature, which, in the reasonable opinion of the Underwriters, seriously adversely affects or involves, or may seriously adversely affect or involve, the financial markets in Canada or the U.S. or the business, operations or affairs of the Company;
(d) an order shall have been made or threatened to cease or suspend trading in securi...
