Rights of Termination Clause Samples

Rights of Termination. (a) In addition to any other rights or remedies available to the Underwriters, the Underwriters, or any of them, may, without liability, terminate their respective obligations hereunder (and any obligations of any affiliates and any sub-agents), by written notice to the Corporation, in the event that after the date hereof and at or prior to the Closing Time: (i) any order to cease or suspend trading in any securities of the Corporation, or prohibiting or restricting the distribution of the Offered Debentures or the Common Shares issuable upon conversion or redemption or at maturity of the Offered Debentures is made, or proceedings are announced or commenced for the making of any such order, by any securities commission, stock exchange, or similar regulatory authority, and has not been rescinded, revoked or withdrawn, which operates or could operate to prevent or restrict trading in the Offered Debentures or Common Shares or distribution thereof in any of the Qualifying Jurisdictions; (ii) any inquiry, action, suit, investigation or other proceeding, whether formal or informal, is commenced, announced or threatened in relation to the Corporation or any order is made by any securities commission, stock exchange, or any other federal, provincial or other governmental authority in relation to the Corporation, or the Corporation’s directors and officers in their capacity with the Corporation which, in the sole opinion of the Underwriters (or any one of them) acting reasonably, operates to prevent or restrict materially the distribution or trading of the Offered Debentures or the Common Shares issuable upon conversion or redemption or at maturity of the Offered Debentures or which, in the sole opinion of the Underwriters (or any one of them), acting reasonably, adversely impacts the marketability of the Offered Debentures in a material manner; (iii) there should occur or be announced by the Corporation any change, fact or event which results, or in the sole opinion of the Underwriters (or any one of them) might reasonably be expected to result, in a Material Adverse Effect or a material adverse effect on the market price or value of the Offered Debentures or the Common Shares issuable upon conversion or redemption or at maturity of the Offered Debentures; (iv) there should develop, occur or come into effect or existence any event, action, state, condition, financial occurrence or catastrophe of national or international consequence or any law or regulation, whic...

Rights of Termination. (a) At or prior to the Closing Time, any Underwriter shall have the right to terminate its obligations hereunder by written notice to the Corporation and the Selling Shareholder if, after the date hereof and prior to the Closing Time: (i) there should occur, be announced or be discovered any material change or any change in a material fact in relation to the Corporation which, in the opinion of any of the Underwriters, acting reasonably, is expected to result in the purchasers of a material number of Offered Shares exercising their right under applicable Canadian Securities Laws to withdraw from their purchase of Offered Shares or would be expected to have a significant adverse effect on the market price or value of the Offered Shares; (ii) (A) there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequence or (B) there shall have occurred any outbreak or escalation of hostilities, declaration by Canada or the United States of a national emergency or war, or other calamity or crisis, in either case, which, in the opinion of any Underwriter, acting reasonably, seriously adversely affects, or involves, or will seriously adversely affect, or involve, the financial markets or the business, operations or affairs of Corporation and the Hydro One Group, taken as a whole; (iii) any inquiry, action, suit, investigation or other proceeding, whether formal or informal, is instituted, announced or threatened or any order is made by any federal, provincial, state, municipal or other Governmental Authority in relation to the Corporation which, in the opinion of any Underwriter, acting reasonably, operates to prevent or restrict the distribution or trading of the Offered Shares; (iv) any order to cease or suspend trading in the Corporation’s securities or to prohibit or restrict the distribution of the Offered Shares is made, or proceedings are announced, commenced or threatened for the making of any such order, by any of the Canadian Securities Regulators or the TSX and has not been rescinded, revoked or withdrawn; (v) there is announced any change or proposed change in law, regulation or policy or the interpretation or administration thereof, if, in the opinion of any Underwriter, acting reasonably, such change, announcement, or proposal materially adversely affects, or may materially adversely affect, the trading or distribution of the Offered Shares or the trading ...

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. (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...

Rights of Termination. This Agreement may be terminated as follows:

Rights of Termination. If the Premises are damaged by fire or casualty, Landlord shall exercise reasonable efforts to cause the Trust to restore, repair or rebuild the same (collectively, “Repair,” or any derivative of such word), including exercising Landlord’s Vote. If the damage caused thereby is uninsured by Landlord or by the Condominium Trust, or if such insurance will be inadequate to pay the cost of repairs, Landlord may at any time thereafter elect to terminate this Lease. If the same are not Repaired to a condition suitable for Tenant’s fixturing and equipping within nine (9) months after such fire or casualty, without regard to the reason therefor but subject to extension for periods of any delay caused by Force Majeure, Tenant may terminate this Lease, by giving Landlord notice of its desire to do so within fifteen (15) days after the expiration of such nine-month period (as so extended). Such remedy shall (in addition to Tenant’s rent abatement rights under Section 12.1) be Tenant’s sole and exclusive remedy. If the Condominium Trustees or the Unit Owners of the Condominium shall not vote to Repair within the applicable time period under the Condominium Documents, Landlord or Tenant may terminate this Lease by giving written notice to the other within fifteen (15) days after the expiration of such time period. If any part of the Building is taken by any exercise of the right of eminent domain, Landlord may terminate this Lease (notwithstanding that Landlord’s entire interest may have been taken). If this Lease is not so terminated, Landlord shall use reasonable efforts to cause the Premises, or what may remain thereof to be Repaired by the Condominium Trust to as close to their original configuration as reasonably possible. If, as a result of such taking, it shall be impossible to Repair the Premises to such condition, or they are not in fact so Repaired to a condition suitable for Tenant’s use within nine (9) months after any such taking without regard to the reason therefore but subject to Force Majeure, Tenant may terminate this Lease by giving written notice to Landlord within fifteen (15) days after the expiration of such 9-month period. Such remedy shall be Tenant’s sole and exclusive remedy. If the taking shall be of the entire Premises or the Condominium Trustees or Unit Owners of the Condominium shall not vote to Repair, Landlord or Tenant may terminate this Lease. Landlord’s right and duties under this paragraph are subject to the rights of any institution...

Rights of Termination. This Agreement may be terminated as follows: (a) by mutual agreement of the parties hereto in writing; (b) by any party, if the Amalgamation is not completed by 5:00 p.m. (Vancouver time) on November 30, 2020 or such later date as the parties may agree upon in writing (the “Outside Time”) and subject to compliance by Kick with the applicable Kick Material Agreements; (c) by GTI, in the event that it determines, acting reasonably, that the conditions set forth in Sections 5.2(i) or 5.2(j) will not be satisfied on or before the Outside Time; (d) by Kick (i) by notice to GTI if any of the conditions contained in Section 5.1 hereof shall not be fulfilled or performed by the Outside Time or (ii) upon a breach by GTI of Section 3.1(a) hereof that could reasonably result in a condition set forth in Section 5.1 which condition has not been waived to be incapable of being satisfied on or before the Outside Time; or (e) by any party if any applicable Governmental Entity, including the Registrar under the BCBCA and the CSE, has notified any of GTI, GTI Subco or Kick that it will not permit the Amalgamation to proceed, in whole or in part. If this Agreement is terminated as aforesaid, the party terminating this Agreement shall be released from all obligations under this Agreement other than the obligations that by their terms survive the termination of this Agreement (including the obligations with respect to confidentiality under Section 8.6 and the obligations with respect to expenses under Section 8.7), all rights of specific performance against such party shall terminate and, unless such party can show that the condition or conditions the non-performance of which has caused such party to terminate this Agreement were reasonably capable of being performed by the other party, then the other party shall also be released from all obligations hereunder; and further provided that any of such conditions may be waived in full or in part by either of the parties without prejudice to its rights of termination in the event of the non-fulfilment or non-performance of any other condition.

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 re-organization 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 re-organization 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 or petition or certificate or order is made or granted for the winding up or dissolution of the Tenant, voluntarily or otherwise; 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 withstanding 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 this Lease...

Rights of Termination. If: no Step-in Notice or Proposed Novation Notice is given before a Termination Notice expires or within [ ] Business Days after termination of the Design & Build Development Agreement by the Authority; or a Step-in Undertaking is not issued on the Proposed Step-in Date; or the Step-in Notice is withdrawn or, pursuant to Clause 3.2.6, deemed to have been withdrawn; or the Step-in Period ends before the occurrence of the Novation Effective Date; or in the absence of a Step-in Undertaking, the Construction Contractor withholds its consent to a novation pursuant to a Proposed Novation Notice, in accordance with Clause 4.3 (Grant of Consent), and does not subsequently grant consent to a novation in accordance with Clause 4.4 (Consent Withheld) on or before the Proposed Novation Date; or in the absence of a Step-in Undertaking, the obligations of the Proposed Substitute set out in Clause 4.5 (Implementation of Novation) are not performed on the Proposed Novation Date; or the Construction Contractor is entitled to terminate the Construction Contract under Clause 3.3 (Restriction of Right of Termination) or 4.6 (Termination After Novation); or the Authority exercises its right to Step-out under Clause 3.4.1, the Construction Contractor shall, on and from the Step-Out Date be entitled to: exercise all of its rights under the Construction Contract and act upon any and all grounds for termination available to it in relation to the Construction Contract whenever occurring; and/or pursue any and all claims and exercise any and all rights and remedies against ▇▇▇▇▇.