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 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.

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. 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.