Common use of Termination by the Agents Clause in Contracts

Termination by the Agents. (a) If the solicitation of purchases on an agency basis of the Shares, as contemplated by this Agreement, is not carried out by any Agent for any reason permitted under this Agreement or if such sale is not carried out because the Company or the Selling Stockholder is unable to comply in all material respects with any of the terms of this Agreement or any Terms Agreement, the Company and the Selling Stockholder shall not be under any obligation or liability under this Agreement to such Agent (except to the extent provided in Sections 5(k) and 11 hereof) and such Agent shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 11 hereof) or to one another hereunder. (b) Each Agent may terminate this Agreement with respect to itself for any reason upon giving prior written notice to the Company and the Selling Stockholder. Any such termination shall be without liability of any party to any other party, except that the provisions of Sections 5(g) and 5(i) (to the extent any Shares have been sold pursuant to this Agreement) and Sections 5(k) and 11 hereof shall remain in full force and effect notwithstanding such termination. (i) In the case of any purchase by an Agent pursuant to a Terms Agreement, the obligations of such Agent pursuant to such Terms Agreement shall be subject to termination at any time at or prior to the Time of Delivery, if, (A) since the time of execution of the Terms Agreement or the respective dates as of which information is given in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, (I) trading generally shall have been materially suspended or materially limited on or by, as the case may be, either the Exchange or the NASDAQ Global Select Market, (II) trading of any securities of the Company shall have been suspended on any exchange or in any over-the counter market, (III) a general moratorium on commercial banking activities in New York shall have been declared by either Federal or New York State authorities, (IV) there shall have occurred any attack on, or outbreak or escalation of hostilities or act of terrorism involving, the United States, or any change in financial markets or any calamity or crisis that, in each case, in such Agent’s judgment, is material and adverse or (V) any material disruption of settlements of securities or clearance services in the United States that would materially impair settlement and clearance with respect to the Shares and (B) in the case of any of the events specified in clauses (A)(I) through (V), such event singly or together with any other such event specified in clauses (A)(I) through (V) makes it, in such Agent’s judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Prospectus. If such Agent elects to terminate its obligations pursuant to this paragraph, the Selling Stockholder shall be notified promptly in writing. (ii) In the case of any Agency Transaction, the obligations of the applicable Agent to make the payment specified in Section 2(c) of this Distribution Agreement shall be subject to termination or reduction as determined by such Agent in good faith and in a commercially reasonable manner taking into account the nature and duration of the relevant event or events in clause (A), at any time at or prior to the scheduled Closing Date for such Agency Transaction, if, (A) on any Exchange Business Day on which Shares subject to such Agency Transaction are scheduled to be sold, (I) trading generally shall have been materially suspended or materially limited on or by, as the case may be, either the Exchange or the NASDAQ Global Select Market, (II) trading of any securities of the Company shall have been suspended on any exchange or in any over-the counter market, (III) a general moratorium on commercial banking activities in New York shall have been declared by either Federal or New York State authorities, (IV) there shall have occurred any attack on, or outbreak or escalation of hostilities or act of terrorism involving, the United States, or any change in financial markets or any calamity or crisis that, in each case, in such Agent’s judgment, is material and adverse or (V) any material disruption of settlements of securities or clearance services in the United States that would materially impair settlement and clearance with respect to the Shares. If such Agent elects to terminate or so reduce its obligations to make the payment specified in Section 2(c) of this Distribution Agreement pursuant to this paragraph, the Selling Stockholder shall be notified promptly in writing.

Termination by the Agents. (a) If the solicitation of purchases on an agency basis of the Shares, as contemplated by this Agreement, is not carried out by any Agent for any reason permitted under this Agreement or if such sale is not carried out because the Company or the Selling Stockholder is unable to comply in all material respects with any of the terms of this Agreement or any Terms Agreement, the Company and the Selling Stockholder shall not be under any obligation or liability under this Agreement to such Agent (except to the extent provided in Sections 5(k4(l) and 11 10 hereof) and such Agent shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 11 10 hereof) or to one another hereunder. (b) Each Agent may terminate this Agreement with respect to itself for any reason upon giving prior written notice to the Company and the Selling StockholderCompany. Any such termination shall be without liability of any party to any other party, except that the provisions of Sections 5(g4(g) and 5(i4(i) (to the extent any Shares have been sold pursuant to this Agreement) and Sections 5(k4(l) and 11 10 hereof shall remain in full force and effect notwithstanding such termination. (ic) In the case of any purchase by an Agent pursuant to a Terms Agreement, the obligations of such Agent pursuant to such Terms Agreement shall be subject to termination at any time at or prior to the Time of Delivery, if, (Aa) since the time of execution of the Terms Agreement or the respective dates as of which information is given in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, (Ii) trading generally shall have been materially suspended or materially limited on or by, as the case may be, either the Exchange or the NASDAQ Global Select Market, (IIii) trading of any securities of the Company shall have been suspended on any exchange or in any over-the counter market, (IIIiii) a general moratorium on commercial banking activities in New York shall have been declared by either Federal or New York State authorities, (IViv) there shall have occurred any attack on, or outbreak or escalation of hostilities or act of terrorism involving, the United States, or any change in financial markets or any calamity or crisis that, in each case, in such Agent’s judgment, is material and adverse or (Vv) any material disruption of settlements of securities or clearance services in the United States that would materially impair settlement and clearance with respect to the Shares and (Bb) in the case of any of the events specified in clauses (A)(Ia)(i) through (Vv), such event singly or together with any other such event specified in clauses (A)(Ia)(i) through (Vv) makes it, in such Agent’s judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Prospectus. If such Agent elects to terminate its obligations pursuant to this paragraph, the Selling Stockholder Company shall be notified promptly in writing. (ii) In the case of any Agency Transaction, the obligations of the applicable Agent to make the payment specified in Section 2(c) of this Distribution Agreement shall be subject to termination or reduction as determined by such Agent in good faith and in a commercially reasonable manner taking into account the nature and duration of the relevant event or events in clause (A), at any time at or prior to the scheduled Closing Date for such Agency Transaction, if, (A) on any Exchange Business Day on which Shares subject to such Agency Transaction are scheduled to be sold, (I) trading generally shall have been materially suspended or materially limited on or by, as the case may be, either the Exchange or the NASDAQ Global Select Market, (II) trading of any securities of the Company shall have been suspended on any exchange or in any over-the counter market, (III) a general moratorium on commercial banking activities in New York shall have been declared by either Federal or New York State authorities, (IV) there shall have occurred any attack on, or outbreak or escalation of hostilities or act of terrorism involving, the United States, or any change in financial markets or any calamity or crisis that, in each case, in such Agent’s judgment, is material and adverse or (V) any material disruption of settlements of securities or clearance services in the United States that would materially impair settlement and clearance with respect to the Shares. If such Agent elects to terminate or so reduce its obligations to make the payment specified in Section 2(c) of this Distribution Agreement pursuant to this paragraph, the Selling Stockholder shall be notified promptly in writing.