Common use of Termination and Force Majeure Clause in Contracts

Termination and Force Majeure. 9.1 The Underwriter shall be entitled by a notice in writing to the Company, served prior to the Latest Time for Termination, to terminate this Agreement if: (a) in the reasonable opinion of the Underwriter, the success of the Open Offer would be materially and adversely affected by: (i) the introduction of any new regulation or any change in existing law or regulation (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may in the reasonable opinion of the Underwriter materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole or is materially adverse in the context of the Open Offer; or (ii) the occurrence of any local, national or international event or change (whether or not forming part of a series of events or changes occurring or continuing before, and/or after the date hereof), of a political, military, financial, economic or other nature, or in the nature of any local, national or international outbreak or escalation of hostilities or armed conflict, or affecting local securities markets which may, in the reasonable opinion of the Underwriter materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole; or (iii) any act of God, war, riot, public disorder, civil commotion, fire, flood, explosion, epidemic, terrorism, strike or lock-out which would, in the reasonable opinion of the Underwriter materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole; or (b) any material adverse change in market conditions (including, without limitation, a change in fiscal or monetary policy or foreign exchange or currency markets, suspension or restriction of trading in securities, and a change in currency conditions for the purpose of this clause includes a change in the system under which the value of the Hong Kong currency is pegged with that of the currency of the United States of America) occurs which in the reasonable opinion of the Underwriter makes it inexpedient or inadvisable to proceed with the Open Offer; or (c) the Prospectus when published contains information (either as to business prospects or the condition of the Group or as to its compliance with any laws or the Listing Rules or any applicable regulations) which has not prior to the date hereof been publicly announced or published by the Company and which may in the reasonable opinion of the Underwriter be material to the Group as a whole upon completion of the Open Offer and is likely to affect materially and adversely the success of the Open Offer; or (d) there comes to the notice of the Underwriter: (i) any matter or event showing any of the warranties given in Clause 8 was, when given, untrue or misleading or as having been breached in any respect; or (ii) any breach by the Company of any of its respective obligations or undertaking under this Agreement. 9.2 The Underwriter shall be entitled by a notice in writing to rescind this Agreement if prior to the Latest Time for Termination any material breach of any of the Warranties comes to the knowledge of the Underwriter. Any such notice shall be served by the Underwriter prior to the Latest Time for Termination. 9.3 If prior to the Latest Time for Termination any such notice as is referred to above is given by the Underwriter, the obligations of all parties under this Agreement (save in respect of this Clause 9 which shall remain in full force and effect and save further that the Company shall pay the fees and expenses specified in Clause 7) shall terminate forthwith. 9.4 Rescission or termination of this Agreement under this Clause 9 shall be without prejudice to any rights of any party in respect of any breach by the other prior to such rescission or termination.