Common use of Termination of a Terms Agreement Clause in Contracts

Termination of a Terms Agreement. An Agent may terminate any Terms Agreement, immediately upon notice to the Company at any time prior to the Settlement Date relating thereto, if (i) there shall have occurred, subsequent to the date of such Terms Agreement or subsequent to the respective dates as of which information is given in the Registration Statement, (A) 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, (B) any material adverse change in the financial markets in the United States, the effect of which is such as to make it, in the reasonable judgment of such Agent, impracticable to market the Notes or enforce contracts for the sale of Notes, (C) any attack on, or outbreak or escalation of hostilities or act of terrorism involving, the United States, any declaration of war by Congress or any other national or international calamity or emergency, if in the reasonable judgment of such person the effect of any such attack, outbreak, escalation, act of terrorism, declaration of war, calamity or emergency makes it impracticable or inadvisable to purchase the Notes, (D) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market, or (E) any banking moratorium declared by U.S. Federal or New York authorities; (ii) the rating assigned by any nationally recognized securities rating agency to any debt securities of the Company as of the date of any applicable Terms Agreement shall have been lowered since that date or if any such rating agency shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the Company; or (iii) there shall have come to such Agent's attention any facts that would cause such Agent to believe that the Prospectus, at the time it was required to be delivered to a purchaser of Notes, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the time of such delivery, not misleading.

Termination of a Terms Agreement. An Agent The Representatives may terminate any applicable Terms Agreement, immediately upon notice to the Company Company, at any time prior to the Settlement Date relating thereto, if Closing Time (i) if there shall have occurredhas been, subsequent to since the date of such Terms Agreement or subsequent to since the respective dates as of which information is given in the Registration StatementProspectus, (A) 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 (Bii) if there shall have occurred any material adverse change in the financial markets in the United States, States or any outbreak or escalation of hostilities or other national or international calamity or crisis the effect of which is such as to make it, in the reasonable judgment of such Agentthe Representatives, impracticable to market the Notes Underwritten Debt Securities or enforce contracts for the sale of Notes, (C) any attack onthe Underwritten Debt Securities, or outbreak or escalation of hostilities or act of terrorism involving, the United States, any declaration of war by Congress or any other national or international calamity or emergency, (iii) if in the reasonable judgment of such person the effect of any such attack, outbreak, escalation, act of terrorism, declaration of war, calamity or emergency makes it impracticable or inadvisable to purchase the Notes, (D) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company on any exchange has been suspended by the SEC or in the over-the-counter marketa national securities exchange, or (E) if trading generally on either the American Stock Exchange or the New York Stock Exchange shall have been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by order of the SEC or any other governmental authority, or if a banking moratorium shall have been declared by U.S. either Federal or New York authorities; , or (iiiv) if the rating assigned by any nationally recognized securities rating agency to any debt securities of the Company as of the date of any the applicable Terms Agreement shall have been lowered since that date or if any such rating agency shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the Company; , or (iiiv) if there shall have come to such Agent's the attention of the Representatives any facts that would cause such Agent the Representatives to believe that the Prospectus, at the time it was required to be delivered to a purchaser of NotesUnderwritten Debt Securities, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the time of such delivery, not misleading.

Termination of a Terms Agreement. An Agent may terminate any Terms Agreement, immediately upon notice to the Company Company, at any time prior to the Settlement Date relating thereto, if thereto (i) if there shall have occurredhas been, subsequent to since the date of such Terms Agreement or subsequent to since the respective dates as of which information is given in the Registration Statement, (A) 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 (Bii) if there shall have occurred any material adverse change outbreak or escalation of major hostilities in the financial markets in which the United States, States is involved or any other substantial national or international calamity or crisis the effect of which is such as to make it, in the reasonable judgment of such Agent, impracticable or inadvisable to market the Notes or enforce contracts for the sale of Notes, or (Ciii) if trading in any attack onsecurities of the Company has been suspended by the SEC or a national securities exchange or in the NASDAQ National Market, or outbreak or escalation of hostilities or act of terrorism involving, the United States, any declaration of war by Congress or any other national or international calamity or emergency, if in the reasonable judgment of such person the effect of any such attack, outbreak, escalation, act of terrorism, declaration of war, calamity or emergency makes it impracticable or inadvisable to purchase the Notes, (D) any material suspension or material limitation of trading in securities generally on the New York Stock ExchangeExchange shall have been suspended, or any setting of minimum or maximum prices for trading on such exchangehave been fixed, or any suspension of trading of any maximum ranges for prices for securities have been required, by said exchange or by order of the Company on SEC or any exchange or in the over-the-counter marketother governmental authority, or (E) any if a banking moratorium shall have been declared by U.S. either Federal or New York authorities; , or (iiiv) if the rating assigned by any "nationally recognized securities statistical rating agency organization" (as defined for purposes of Rule 436(g) of the 1933 Act) to any debt securities of the Company as of the date of any applicable Terms Agreement shall have been lowered since that date or if any such rating agency organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the Company; , or (iiiv) if there shall have come to such Agent's attention any facts that would cause such Agent to believe that the Prospectus, at the time it was required to be delivered to a purchaser of Notes, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the time of such delivery, not misleading.

Termination of a Terms Agreement. An Each Agent may terminate any Terms Agreement, immediately upon notice to the Company Company, at any time prior to the Settlement Date relating thereto, if : (i) if there shall have occurredhas been, subsequent to since the date of such Terms Agreement or subsequent to since the respective dates as of which information is given in the Registration Statement, (A) any material adverse change in the conditioncapital stock or long-term debt of the Company or any of its subsidiaries or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, shareholders' equity or otherwise, or in the earnings, business affairs or business prospects results of operations of the Company and its subsidiaries considered subsidiaries, otherwise than as one enterprise, whether set forth or not arising contemplated in the ordinary course Prospectus, the effect of business, which is in the judgment of the applicable Agent after consultation with the Company so material and adverse as to make it impracticable or inadvisable to proceed with the delivery of the Notes to which such Terms Agreement relates on the terms and in the manner contemplated in the Prospectus and such Terms Agreement; or (ii) if subsequent to the date of such Terms Agreement there has occurred any of the following: (A) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (B) any material adverse change a general moratorium on commercial banking activities in New York declared by either Federal or New York State authorities or a banking moratorium by the relevant authority in the financial markets country or countries of origin of any foreign currency or currencies in which the Notes are denominated or payable; or (C) any outbreak or escalation of hostilities or other national or international calamity or crisis, in each case involving the United States, the effect of which is shall be such as to make it, in the reasonable judgment of such Agentthe applicable Agent or Agents after consultation with the Company, impracticable to market the Notes or enforce contracts for the sale of Notes, (C) any attack on, or outbreak or escalation of hostilities or act of terrorism involving, the United States, any declaration of war by Congress or any other national or international calamity or emergency, if Notes to which such Terms Agreement relates on the terms and in the reasonable judgment manner contemplated in the Prospectus and such Terms Agreement; or (iii) if subsequent to the date of such person the effect of Terms Agreement there has occurred any such attack, outbreak, escalation, act of terrorism, declaration of war, calamity or emergency makes it impracticable or inadvisable to purchase the Notes, (D) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company on any exchange or downgrading in the over-the-counter market, or (E) any banking moratorium declared by U.S. Federal or New York authorities; (ii) the rating assigned by any nationally recognized securities rating agency to of any debt securities of the Company by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the date of Act), or any applicable Terms Agreement shall have been lowered since public announcement that date or if any such rating agency shall have publicly announced that it organization has under surveillance or review, with possible negative implications, review its rating of any debt securities of the Company; or Company (iii) there shall have come to such Agent's attention any facts that would cause such Agent to believe that the Prospectus, at the time it was required to be delivered to a purchaser of Notes, contained other than an untrue statement announcement with positive implications of a material fact or omitted to state possible upgrading, and no implication of a material fact necessary in order to make the statements thereinpossible downgrading, in light of the circumstances existing at the time of such delivery, not misleadingrating).

Termination of a Terms Agreement. An The applicable Agent may terminate any Terms Agreement, immediately upon notice to the Company Company, at any time prior to the Settlement Date relating thereto, if thereto (i) if there shall have occurredhas been, subsequent to since the date of such Terms Agreement or subsequent to since the respective dates as of which information is given in the Registration Statement, (A) 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 the Subsidiaries taken as one enterprisea whole, whether or not arising in the ordinary course of business, or (Bii) if there shall have occurred any material adverse change in the financial markets in the United States, States or any outbreak or escalation of hostilities or other national or international calamity or crisis the effect of which is such as to make it, in the reasonable judgment of such Agent, impracticable to market the Notes or enforce contracts for the sale of Notes, (C) any attack on, or outbreak or escalation of hostilities or act of terrorism involving, the United States, any declaration of war by Congress or any other national or international calamity or emergency, if in the reasonable judgment of such person the effect of any such attack, outbreak, escalation, act of terrorism, declaration of war, calamity or emergency makes it impracticable or inadvisable to purchase the Notes, or (Diii) any material suspension or material limitation of if trading in any securities of the Company has been suspended by the SEC or a national securities exchange, or if trading generally on the New York Stock ExchangeExchange shall have been suspended or limited, or any setting of minimum or maximum prices for trading on such exchangehave been fixed, or any suspension of trading of any maximum ranges for prices for securities have been required, by said exchange or by order of the Company on SEC or any exchange or in the over-the-counter marketother governmental authority, or (E) any if a banking moratorium shall have been declared by U.S. either Federal or New York authorities; , or (iiiv) if the rating assigned by any nationally recognized securities rating agency to any debt securities of the Company as of the date of any applicable Terms Agreement shall have been lowered since that date or if any such rating agency shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the Company; , or (iiiv) if there shall have come to such the applicable Agent's attention any facts that would cause such Agent to believe that the Prospectus, at the time it was required to be delivered to a purchaser of Notes, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time of such delivery, not misleading.

Termination of a Terms Agreement. An Agent may terminate any Terms Agreement, immediately upon notice to the Company Company, at any time prior to the Settlement Date relating thereto, if thereto (i) if there shall have occurredhas been, subsequent to since the date of such Terms Agreement or subsequent to since the respective dates as of which information is given in the Registration Statement, (A) 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 (Bii) if there shall have occurred any material adverse change outbreak or escalation of major hostilities in the financial markets in which the United States, States is involved or any other substantial national or international calamity or crisis the effect of which is such as to make it, in the reasonable judgment of such Agent, impracticable or inadvisable to market the Notes or enforce contracts for the sale of Notes, or (Ciii) if trading in any attack onsecurities of the Company has been suspended by the SEC or a national securities exchange or in the NASDAQ National Market, or outbreak or escalation of hostilities or act of terrorism involving, the United States, any declaration of war by Congress or any other national or international calamity or emergency, if in the reasonable judgment of such person the effect of any such attack, outbreak, escalation, act of terrorism, declaration of war, calamity or emergency makes it impracticable or inadvisable to purchase the Notes, (D) any material suspension or material limitation of trading in securities generally on the New York Stock ExchangeExchange shall have been suspended, or any setting of minimum or maximum prices for trading on such exchangehave been fixed, or any suspension of trading of any maximum ranges for prices for securities have been required, by said exchange or by order of the Company on SEC or any exchange or in the over-the-counter marketother governmental authority, or (E) any if a banking moratorium shall have been declared by U.S. either Federal or New York authorities; , or (iiiv) if the rating assigned by any “nationally recognized securities statistical rating agency organization” (as defined for purposes of Rule 436(g) of the 1933 Act) to any debt securities of the Company as of the date of any applicable Terms Agreement shall have been lowered since that date or if any such rating agency organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the Company; , or (iiiv) if there shall have come to such Agent's ’s attention any facts that would cause such Agent to reasonably believe that the Prospectus, at the time it was required to be delivered to a purchaser of Notes, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the time of such delivery, not misleading.

Termination of a Terms Agreement. An The applicable Agent may terminate any Terms Agreement, immediately upon notice to the Company Company, at any time prior to the Settlement Date relating thereto, if thereto (i) if there shall have occurredhas been, subsequent to since the date of such Terms Agreement or subsequent to since the respective dates as of which information is given in the Registration Statement, (A) 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 (Bii) if there shall have occurred any material adverse change in the financial markets in the United States, States or any outbreak or escalation of hostilities or other national or international calamity or crisis the effect of which is such as to make it, in the reasonable judgment of such Agent, impracticable to market the Notes or enforce contracts for the sale of Notes, (C) any attack on, or outbreak or escalation of hostilities or act of terrorism involving, the United States, any declaration of war by Congress or any other national or international calamity or emergency, if in the reasonable judgment of such person the effect of any such attack, outbreak, escalation, act of terrorism, declaration of war, calamity or emergency makes it impracticable or inadvisable to purchase the Notes, or (Diii) any material suspension or material limitation of if trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company on any exchange has been suspended by the SEC or in the over-the-counter marketa national securities exchange, or (E) if trading generally on either the American Stock Exchange or the New York Stock Exchange shall have been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by order of the SEC or any other governmental authority, or if a banking moratorium shall have been declared by U.S. either Federal or New York authorities; , or (iiiv) if the rating assigned by any nationally recognized securities rating agency to any debt securities of the Company as of the date of any applicable Terms Agreement shall have been lowered since that date or if any such rating agency shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the Company; , or (iiiv) if there shall have come to such the applicable Agent's attention any facts that would cause such Agent to believe that the Prospectus, at the time it was required to be delivered to a purchaser of Notes, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time of such delivery, not misleading.

Termination of a Terms Agreement. An Agent may terminate any Terms AgreementAgreement to which it is a party, immediately upon notice to the Company Company, at any time prior to the Settlement Date relating thereto, if thereto (i) if there shall have occurredhas been, subsequent to since the date of such Terms Agreement or subsequent to since the respective dates as of which information is given in the Registration Statement, (A) 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 (Bii) if there shall have occurred any material adverse change in the financial markets in the United States, States or any outbreak or escalation of hostilities or other national or international calamity or crisis the effect of which is such as to make it, in the reasonable judgment of such Agent, impracticable to market the Notes or enforce contracts for the sale of Notes, (C) any attack on, or outbreak or escalation of hostilities or act of terrorism involving, the United States, any declaration of war by Congress or any other national or international calamity or emergency, if in the reasonable judgment of such person the effect of any such attack, outbreak, escalation, act of terrorism, declaration of war, calamity or emergency makes it impracticable or inadvisable to purchase the Notes, or (Diii) any material suspension or material limitation of if trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company on any exchange has been suspended by the SEC or in the over-the-counter marketa national securities exchange, or (E) if trading generally on either the American Stock Exchange or the New York Stock Exchange shall have been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by order of the SEC or any other governmental authority, or if a banking moratorium shall have been declared by U.S. either Federal or New York authorities; , or (iiiv) if the rating assigned by any nationally recognized securities rating agency to any debt securities of the Company as of the date of any applicable Terms Agreement shall have been lowered since that date or if any such rating agency shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the Company; , or (iiiv) if there shall have come to the attention of such Agent's attention Agent any facts that would cause such Agent to believe that the Prospectus, at the time it was required to be delivered to a purchaser of Notes, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the time of such delivery, not misleading.

Termination of a Terms Agreement. An The Agent may terminate any Terms Agreement, immediately upon notice to the Company Company, at any time prior to the Settlement Date relating thereto, if thereto (i) if there shall have occurredhas been, subsequent to since the date of such Terms Agreement or subsequent to since the respective dates as of which information is given in the Registration Statement, (A) 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 (Bii) if there shall have occurred any material adverse change in the financial markets in the United States, States or any outbreak or escalation of hostilities or other national or international calamity or crisis the effect of which is such as to make it, in the reasonable judgment of such Agent, impracticable to market the Notes or enforce contracts for the sale of Notes, (C) any attack on, or outbreak or escalation of hostilities or act of terrorism involving, the United States, any declaration of war by Congress or any other national or international calamity or emergency, if in the reasonable judgment of such person the effect of any such attack, outbreak, escalation, act of terrorism, declaration of war, calamity or emergency makes it impracticable or inadvisable to purchase the Notes, or (Diii) any material suspension or material limitation of if trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company on any exchange has been suspended by the SEC or in the over-the-counter marketa national securities exchange, or (E) if trading generally on either the American Stock Exchange or the New York Stock Exchange shall have been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by order of the SEC or any other governmental authority, or if a banking moratorium shall have been declared by U.S. either Federal or New York authorities; , or (iiiv) if the rating assigned by any nationally recognized securities rating agency to any debt securities of the Company as of the date of any applicable Terms Agreement shall have been lowered since that date or if any such rating agency shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the Company; , or (iiiv) if there shall have come to such the Agent's attention any facts that would cause such the Agent to believe that the Prospectus, at the time it was required to be delivered to a purchaser of Notes, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the time of such delivery, not misleading.