Common use of Default by a Manager Clause in Contracts

Default by a Manager. If any one or more Managers shall fail to purchase and pay for any of the Securities agreed to be purchased by such Manager or Managers hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Managers shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Managers) the Securities which the defaulting Manager or Managers agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Manager or Managers agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule II hereto, and arrangements satisfactory to the Managers and the Company for the purchase of such Securities are not made within 36 hours after such default, the remaining Managers shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Managers do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Manager or the Company. In the event of a default by any Manager as set forth in this Section 10, the Closing Date shall be postponed for such period, not exceeding the maximum number of the Business Days permitted by the applicable regulations in the ROC, as the Representative and the Company shall determine in order that the required changes in the Registration Statement, the Disclosure Package and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Manager of its liability, if any, to the Company and any nondefaulting Manager for damages occasioned by its default hereunder. As used in this Agreement, the term “Manager” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in the Subscription Agreement that, pursuant to this Section 10, purchases Securities that a defaulting Manager agreed but failed to purchase.

Default by a Manager. If any one or more Managers shall fail to purchase and pay for any of the International Securities agreed to be purchased by such Manager or Managers hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Managers shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of International Securities set forth opposite their names in Schedule II I hereto bears to the aggregate principal amount of International Securities set forth opposite the names of all the remaining Managers) the International Securities which the defaulting Manager or Managers agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of International Securities which the defaulting Manager or Managers agreed but failed to purchase shall exceed 10% of the aggregate principal amount of International Securities set forth in Schedule II I hereto, and arrangements satisfactory to the Managers and the Company for the purchase of such Securities are not made within 36 hours after such default, the remaining Managers shall have the right to purchase all, but shall not be under any obligation to purchase any, of the International Securities, and if such nondefaulting Managers do not purchase all the International Securities, then the Company shall have 36 hours within which it may, but is not obligated, to find one or more substitute underwriters satisfactory to the Lead Managers to purchase such International Securities upon the terms set forth in this Agreement and, if the Company is unable to find one or more such underwriters that are satisfactory to the Lead Managers, this Agreement will terminate without liability to any nondefaulting Manager Manager, HEA or the Company. In the event of a default by any Manager as set forth in this Section 109, the Closing Date shall be postponed for such period, not exceeding the maximum number of the five Business Days permitted by the applicable regulations in the ROCDays, as the Representative and the Company Lead Managers shall determine in order that the required changes in the Registration Statement, the Disclosure Package Statement and the Final Prospectus Prospectuses or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Manager of its liability, if any, to the Company Company, HEA and any nondefaulting Manager for damages occasioned by its default hereunder. As used in this Agreement, the term “Manager” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in the Subscription Agreement that, pursuant to this Section 10, purchases Securities that a defaulting Manager agreed but failed to purchase.

Default by a Manager. If 13.1.1 If, on the Closing Date any one or more Managers shall fail Manager defaults on its obligations to purchase and pay for any of the Securities Offered Shares that it has agreed to be purchased by purchase hereunder on such Manager or Managers hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementdate, the remaining non-defaulting Managers shall be obligated severally to take up and pay for (may in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Managers) the Securities which the defaulting Manager or Managers agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Manager or Managers agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule II hereto, and arrangements satisfactory to the Managers and the Company discretion arrange for the purchase of such Securities are not made Offered Shares by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such defaultdefault by any Manager, the remaining Managers shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting non-defaulting Managers do not arrange for the purchase all of such Offered Shares, then the SecuritiesCompany shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Managers to purchase such Offered Shares on such terms. If other persons become obligated or agree to purchase the Offered Shares of a defaulting Manager, this Agreement will terminate without liability to any nondefaulting Manager either the non-defaulting Managers or the Company. In the event of a default by any Manager as set forth in this Section 10, Company may postpone the Closing Date shall be postponed for such period, not exceeding the maximum number of the up to five full Business Days permitted by the applicable regulations in order to effect any changes that in the ROC, as the Representative and opinion of counsel for the Company shall determine in order that or counsel for the required changes Managers may be necessary in the Registration Statement, the Disclosure Package and the Final Prospectus Offering Documents or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve and the Company agrees to promptly prepare any defaulting Manager of its liability, if any, amendment or supplement to the Company and any nondefaulting Manager for damages occasioned by its default hereunderOffering Documents that effects such changes. As used in this Agreement, Agreement the term “Manager” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in the Subscription Agreement that, pursuant to this Section 10art. 13, purchases Securities Offered Shares that a the defaulting Manager agreed but failed to purchase. 13.1.2 If, after giving effect to any arrangements for the purchase of the Offered Shares of a defaulting Manager or Managers by the non-defaulting Managers and the Company as provided in art. 13.1.1, the aggregate number of the Offered Shares that remain unpurchased on the Closing Date does not exceed 15% of the aggregate number of Offered Shares set forth in Annex 1.7B hereto, then the Company shall have the right to Table of Contents Underwriting Agreement 47 | 83 require each non-defaulting Manager to purchase the number of Offered Shares that such Manager agreed to purchase hereunder on such date plus such Manager’s pro rata share (based on the number of Offered Shares that such Manager agreed to purchase on such date) of the Offered Shares of such defaulting Manager or Managers for which such arrangements have not been made. 13.1.3 If, after giving effect to any arrangements for the purchase of the Offered Shares of a defaulting Managers or Managers by the non-defaulting Managers and the Company as provided for in art. 13.1.1, the aggregate number of Offered Shares that remain unpurchased on the Closing Date exceeds 15% of the aggregate number of Offered Shares set forth in Annex 1.7B hereto, or if the Company shall not exercise the right described in art. 13.1.2, then this Agreement shall terminate without liability on the part of the non-defaulting Managers. Any termination pursuant to this art. 13 shall be without liability on the part of the Company except that the Company will continue to be liable for the payment of expenses as set forth in art.s 9 and 10 hereof and except that the provisions of art. 12 hereof shall not terminate and shall remain in effect. 13.1.4 Nothing contained herein shall relieve a defaulting Manager from any liability it may have to the Company or any non-defaulting Manager for damages caused by its default.

Default by a Manager. If any one or more Managers shall fail to purchase and pay for any of the International Securities agreed to be purchased by such Manager or Managers hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Managers shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of International Securities set forth opposite their names in Schedule II I hereto bears to the aggregate principal amount of International Securities set forth opposite the names of all the remaining Managers) the International Securities which the defaulting Manager or Managers agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of International Securities which the defaulting Manager or Managers agreed but failed to purchase shall exceed 10% of the aggregate principal amount of International Securities set forth in Schedule II I hereto, and arrangements satisfactory to the Managers and the Company for the purchase of such Securities are not made within 36 hours after such default, the remaining Managers shall have the right to purchase all, but shall not be under any obligation to purchase any, of the International Securities, and if such nondefaulting Managers do not purchase all the International Securities, this Agreement will terminate without liability to any nondefaulting Manager Manager, the Selling Stockholder or the Company. In the event of a default by any Manager as set forth in this Section 109, the Closing Date shall be postponed for such period, not exceeding the maximum number of the five Business Days permitted by the applicable regulations in the ROCDays, as the Representative and the Company Lead Managers shall determine in order that the required changes in the Registration Statement, the Disclosure Package Statement and the Final Prospectus Prospectuses or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Manager of its liability, if any, to the Company Company, the Selling Stockholder and any nondefaulting Manager for damages occasioned by its default hereunder. As used in this Agreement, the term “Manager” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in the Subscription Agreement that, pursuant to this Section 10, purchases Securities that a defaulting Manager agreed but failed to purchase.

Default by a Manager. (a) If any one or more Managers Manager shall fail default in its obligation to purchase and pay for any of the Designated Securities which it has agreed to be purchased by purchase under the Pricing Agreement relating to such Manager or Managers hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this AgreementDesignated Securities, the remaining Managers shall be obligated severally to take up and pay Representatives may in their discretion arrange for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Managers) the Securities which the defaulting Manager themselves or Managers agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Manager another party or Managers agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule II hereto, and arrangements other parties reasonably satisfactory to the Managers and Company to purchase such Designated Securities on the Company terms contained herein. If within thirty-six hours after such default by any Manager, the Representatives do not arrange for the purchase of such Designated Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities are not made on such terms satisfactory to the Representatives. In the event that, within 36 hours after such defaultthe respective prescribed period, the remaining Managers Representatives notify the Company that they have so arranged for the purchase of such Designated Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company shall have the right to purchase all, but shall not be under any obligation to purchase any, postpone the Time of the Securities, and if such nondefaulting Managers do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Manager or the Company. In the event of a default by any Manager as set forth in this Section 10, the Closing Date shall be postponed Delivery for such periodDesignated Securities for a period of not more than seven days, not exceeding the maximum number of the Business Days permitted by the applicable regulations in the ROC, as the Representative and the Company shall determine in order that the required to effect whatever changes may thereby be made necessary in the Registration StatementStatement or the Prospectus as amended or supplemented, the Disclosure Package and the Final Prospectus or in any other documents or arrangements arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the opinion of the Representatives may thereby be effectedmade necessary. Nothing contained The term “Manager” as used in this Agreement shall relieve include any person substituted under this Section with like effect as if such person had originally been a party to the Pricing Agreement with respect to such Designated Securities. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Manager or Managers made by the Representatives or the Company as provided in subsection (a) above, any of its liabilitysuch Designated Securities remain unpurchased, if anythen the Pricing Agreement relating to such Designated Securities shall thereupon terminate, without liability on the part of any non-defaulting Manager or the Company, except for the expenses to be borne by the Company and any nondefaulting Manager for damages occasioned by its default hereunder. As used the Managers as provided in this Agreement, Section 7 hereof and the term “Manager” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed indemnity and contribution agreements in the Subscription Agreement that, pursuant to this Section 10, purchases Securities that 9 hereof; but nothing herein shall relieve a defaulting Manager agreed but failed to purchasefrom liability for its default.

Default by a Manager. (a) If any one Manager or more Managers shall fail default in its or their obligation to purchase Firm International Shares or Additional International Shares hereunder, and pay for any if the Firm International Shares or Additional International Shares with respect to which such default relates do not (after giving effect to arrangements, if any, made pursuant to subsection 12(b) below) exceed in the aggregate 10% of the Securities number of shares of Firm International Shares or Additional International Shares, as the case may be, that all Managers have agreed to purchase hereunder, then such Firm International Shares or Additional International Shares to which the default relates shall be purchased by such Manager or the non-defaulting Managers hereunder and such failure in proportion to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Managers shall be obligated severally to take up and pay for (in the respective proportions which that the principal amount numbers of Securities Firm International Shares set forth opposite their respective names in Schedule II I hereto bears bear to the aggregate principal amount number of Securities Firm International Shares set forth opposite the names of all the remaining non-defaulting Managers. (b) If such default relates to more than 10% of the Securities which Firm International Shares or Additional International Shares, as the case may be, you may, in your discretion, arrange for another party or parties (including any non-defaulting Manager or Managers agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Manager or Managers agreed but failed who so agree) to purchase shall exceed 10% of such Firm International Shares or Additional International Shares, as the aggregate principal amount of Securities set forth in Schedule II heretocase may be, and arrangements satisfactory to which such default relates on the Managers and the Company terms contained herein. If within five (5) calendar days after such a default you do not arrange for the purchase of the Firm International Shares or Additional International Shares, as the case may be, to which such Securities are not made within 36 hours after such default, the remaining Managers shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Managers do not purchase all the Securitiesdefault relates as provided in this Section 12, this Agreement will terminate without liability to any nondefaulting Manager or (or, in the Company. In the event case of a default by any Manager as set forth in this Section 10with respect to the Additional International Shares, the Closing Date shall be postponed for such period, not exceeding the maximum number obligations of the Business Days permitted by the applicable regulations in the ROC, as the Representative Managers to purchase and of the Company to sell the Additional International Shares) shall determine thereupon terminate, without liability on the part of the Company with respect thereto (except in order that each case as provided in Sections 7, 9(a) and 10 hereof) or the required changes several non-defaulting Managers (except as provided in the Registration StatementSections 9(b) and 10 hereof), the Disclosure Package and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained but nothing in this Agreement shall relieve any a defaulting Manager or Managers of its or their liability, if any, to the other several Managers and the Company and any nondefaulting Manager for damages occasioned by its or their default hereunder. As used in this Agreement. (c) If the Firm International Shares or Additional International Shares to which the default relates are to be purchased by the non-defaulting Managers, or are to be purchased by another party or parties as aforesaid, you or the term “Manager” includesCompany shall have the right to postpone the Closing Date or Additional Closing Date, as the case may be, for all purposes of this Agreement unless the context otherwise requires, any person a period not listed in the Subscription Agreement that, pursuant to this Section 10, purchases Securities that a defaulting Manager agreed but failed to purchase.exceeding five

Default by a Manager. If any one or more Managers shall fail to purchase and pay for any of the Securities agreed to be purchased by such Manager or Managers hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Managers shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Managers) the Securities which the defaulting Manager or Managers agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Manager or Managers agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule II hereto, and arrangements satisfactory to the Managers and the Company for the purchase of such Securities are not made within 36 hours after such default, the remaining Managers shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Managers do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Manager or the Company. In the event of a default by any Manager as set forth in this Section 10, the Closing Date shall be postponed for such period, not exceeding the maximum number of the five Business Days permitted by the applicable regulations in the ROCDays, as the Representative Representatives and the Company shall determine in order that the required changes in the Registration Statement, the Disclosure Package and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Manager of its liability, if any, to the Company and any nondefaulting Manager for damages occasioned by its default hereunder. As used in this Agreement, the term “Manager” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in the Subscription Agreement that, pursuant to this Section 10, purchases Securities that a defaulting Manager agreed but failed to purchase.