Default by one or more of the Selling Stockholders or the Company. If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] Selling Stockholder Shares shall fail at the First Closing Date to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunder, then the Underwriters may at your option, by notice from you to the Company and the non-defaulting Selling Stockholders, either (a) terminate this Agreement without any liability on the part of any non-defaulting party or (b) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders have agreed to sell hereunder. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this Section, either you or the Company or, by joint action only, the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus or in any other documents or arrangements. If the Company shall fail at the First Closing Date to sell and deliver the number of Securities which it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting party. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.
Appears in 2 contracts
Samples: Purchase Agreement (Masimo Corp), Purchase Agreement (Masimo Corp)
Default by one or more of the Selling Stockholders or the Company. (a) If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] a Selling Stockholder Shares shall fail at the First Closing Time or at a Date of Delivery, as the case may be, to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderB hereto, then the Underwriters may may, at your optionoption of the Representatives, by notice from you the Representatives to the Company and the non-defaulting Selling Stockholders, either (ai) terminate this Agreement without any liability on the part fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7, 8, 15 and 16 shall remain in full force and effect or (bii) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders and the Company have agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve any Selling Stockholder so defaulting from liability, if any, in respect of such default. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this SectionSection 11, either you or each of the Representatives, the Company or, by joint action only, and the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Time or the Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes change in the Registration Statement, the Time of Sale General Disclosure Package or the Prospectus or in any other documents or arrangements. .
(b) If the Company shall fail at the First Closing Date Time to sell and deliver the number of Securities which that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting nondefaulting party; provided, however, that the provisions of Sections 1, 4, 6, 7, 8, 15 and 16 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.
Appears in 2 contracts
Samples: Purchase Agreement (Restoration Hardware Holdings Inc), Purchase Agreement (Restoration Hardware Holdings Inc)
Default by one or more of the Selling Stockholders or the Company. If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] Selling Stockholder Shares shall fail at the First Closing Date to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderI, then the Underwriters may at your option, by notice from you to the Company and the non-defaulting Selling Stockholders, either (a) terminate this Agreement without any liability on the part of any Underwriter or, except as provided in Section 4(a)(viii), Section 4(b)(i), Section 4(b)(ii) and Section 6 hereof, any non-defaulting party or (b) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders have agreed to sell hereunder. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this Section, either you or the Company or, by joint action only, the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement, in the Time of Sale Disclosure Package or in the Prospectus or in any other documents or arrangements. If the Company shall fail at the First Closing Date to sell and deliver the number of Securities which it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any Underwriter or, except as provided in Section 4(a)(viii), Section 4(b)(i) and Section 6 hereof, any non-defaulting party. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such party’s default.
Appears in 2 contracts
Samples: Purchase Agreement (Body Central Corp), Purchase Agreement (Body Central Acquisition Corp)
Default by one or more of the Selling Stockholders or the Company. (a) If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] Selling Stockholder Shares shall fail at the First Closing Time or a Date of Delivery, as the case may be, to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderB hereto, then the Underwriters may may, at your optionthe option of the Representative, by notice from you the Representative to the Company and the non-defaulting Selling Stockholders, either (ai) terminate this Agreement without any liability on the part fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7, 8, 15 and 16 shall remain in full force and effect or (bii) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders and the Company have agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve any Selling Stockholder so defaulting from liability, if any, in respect of such default. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this SectionSection 11, either you or each of the Representative, the Company or, by joint action only, and the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Time or any Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes change in the Registration Statement, the Time of Sale General Disclosure Package or the Prospectus or in any other documents or arrangements. .
(b) If the Company shall fail at the First Closing Date Time to sell and deliver the number of Securities which that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting nondefaulting party; provided, however, that the provisions of Sections 1, 4, 6, 7, 8, 15 and 16 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.
Appears in 2 contracts
Samples: Purchase Agreement (Sabre Industries, Inc.), Purchase Agreement (Sabre Industries, Inc.)
Default by one or more of the Selling Stockholders or the Company. (a) If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] a Selling Stockholder Shares shall fail at the First Closing Time or a Date of Delivery, as the case may be, to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are is obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderB hereto, then the Underwriters may may, at your optionthe option of the Representative, by notice from you the Representative to the Company and the non-defaulting Selling Stockholders, either (ai) terminate this Agreement without any liability on the part fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7, 8, 15 and 16 shall remain in full force and effect or (bii) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders and the Company have agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve any Selling Stockholder so defaulting from liability, if any, in respect of such default. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this SectionSection 11, either you or the Representative, the Company or, by joint action only, and the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Time or any Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes change in the Registration Statement, the Time of Sale General Disclosure Package or the Prospectus or in any other documents or arrangements. .
(b) If the Company shall fail at the First Closing Time or a Date of Delivery, as the case may be, to sell and deliver the number of Securities which that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting nondefaulting party; provided, however, that the provisions of Sections 1, 4, 6, 7, 8, 15 and 16 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.
Appears in 2 contracts
Samples: Underwriting Agreement (Erickson Air-Crane Inc), Underwriting Agreement (Erickson Air-Crane Inc)
Default by one or more of the Selling Stockholders or the Company. (a) If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] Selling Stockholder Shares shall fail at the First Closing Time or a Date of Delivery, as the case may be, to sell and deliver the number of Securities which such Selling Stockholder or that the Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderB hereto, then the Underwriters may may, at your optionthe option of the Representatives, by notice from you the Representatives to the Company and the non-defaulting Selling Stockholders, either (ai) terminate this Agreement without any liability on the part fault of any non-defaulting party except that the provisions of Sections 1, 4, 7, 8, 9, 17, 18 and 19 shall remain in full force and effect or (bii) elect to purchase the Securities which the Company and that the non-defaulting Selling Stockholders have agreed to sell hereunder. No action taken pursuant to this Section 12 shall relieve any Selling Stockholders so defaulting from liability, if any, in respect of such default. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this SectionSection 12, either you or each of (i) the Representatives and (ii) the Company or, by joint action only, and the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Time or any Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes change in the Registration Statement, the Time of Sale General Disclosure Package or the Prospectus or in any other documents or arrangements. .
(b) If the Company shall fail at the First Closing Time or a Date of Delivery, as the case may be, to sell and deliver the number of Securities which that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting party; provided, however, that the provisions of Sections 1, 4, 7, 8, 9, 17, 18 and 19 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.
Appears in 2 contracts
Samples: Underwriting Agreement (YETI Holdings, Inc.), Underwriting Agreement (YETI Holdings, Inc.)
Default by one or more of the Selling Stockholders or the Company. (a) If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] a Selling Stockholder Shares shall fail at the First Closing Time or a Date of Delivery, as the case may be, to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderB hereto, then the Underwriters may may, at your optionthe option of the Representative, by notice from you the Representative to the Company and the non-defaulting Selling Stockholders, either (ai) terminate this Agreement without any liability on the part fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7, 8, 15 and 16 shall remain in full force and effect or (bii) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders and the Company have agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve any Selling Stockholder so defaulting from liability, if any, in respect of such default. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this SectionSection 11, either you or the Representative, the Company or, by joint action only, and the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Time or any Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes change in the Registration Statement, the Time of Sale General Disclosure Package or the Prospectus or in any other documents or arrangements. .
(b) If the Company shall fail at the First Closing Time or a Date of Delivery, as the case may be, to sell and deliver the number of Securities which that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting nondefaulting party; provided, however, that the provisions of Sections 1, 4, 6, 7, 8, 15 and 16 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.
Appears in 2 contracts
Samples: Underwriting Agreement (Angie's List, Inc.), Underwriting Agreement (Angie's List, Inc.)
Default by one or more of the Selling Stockholders or the Company. (a) If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] a Selling Stockholder Shares shall fail at the First Closing Time or at a Date of Delivery to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderB hereto, then the Underwriters may may, at your optionthe option of the Representatives, by notice from you the Representatives to the Company and the non-defaulting Selling Stockholders, either (ai) terminate this Agreement without any liability on the part fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect or (bii) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders and the Company have agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve any Selling Stockholder so defaulting from liability, if any, in respect of such default. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this SectionSection 11, either you or each of the Representatives, the Company or, by joint action only, and the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Time or Date of Delivery for a period not exceeding seven days in order to effect any required changes change in the Registration Statement, the Time of Sale Disclosure Package Statement or the Prospectus or in any other documents or arrangements. .
(b) If the Company shall fail at Closing Time or at the First Closing Date of Delivery to sell and deliver the number of Securities which that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting nondefaulting party; provided, however, that the provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.
Appears in 2 contracts
Samples: Purchase Agreement (Rue21, Inc.), Purchase Agreement (Rue21, Inc.)
Default by one or more of the Selling Stockholders or the Company. (a) If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] a Selling Stockholder Shares shall fail at the First Closing Time or a Date of Delivery, as the case may be, to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderB hereto, then the Underwriters may may, at your optionoption of the Representatives, by notice from you the Representatives to the Company and the non-defaulting Selling Stockholders, either (ai) terminate this Agreement without any liability on the part fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7, 8, 15, 16 and 17 shall remain in full force and effect or (bii) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders and the Company have agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve any Selling Stockholder so defaulting from liability, if any, in respect of such default. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this SectionSection 11, either you or each of the Representatives, the Company or, by joint action only, and the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Time or any Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes change in the Registration Statement, the Time of Sale General Disclosure Package or the Prospectus or in any other documents or arrangements. .
(b) If the Company shall fail at the First Closing Time or a Date of Delivery, as the case may be, to sell and deliver the number of Securities which that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting nondefaulting party; provided, however, that the provisions of Sections 1, 4, 6, 7, 8, 15, 16 and 17 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.
Appears in 2 contracts
Samples: Underwriting Agreement (Emerald Expositions Events, Inc.), Underwriting Agreement (Macrogenics Inc)
Default by one or more of the Selling Stockholders or the Company. (a) If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] a Selling Stockholder Shares shall fail at the First Closing a Date of Delivery to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are is obligated to sell hereunder, and either (i) neither the remaining Selling Stockholders do not exercise Stockholder nor the Company exercises the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder such Selling Stockholder or the Company hereunder, as applicable, to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderB hereto, then the Underwriters may may, at your optionoption of the Representatives, by notice from you the Representatives to the Company and the non-defaulting Selling StockholdersStockholder, either (ai) terminate this Agreement without any liability on the part fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect or (bii) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders Stockholder and the Company have agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve any Selling Stockholder so defaulting from liability, if any, in respect of such default. In the event of a default by any a Selling Stockholder or Selling Stockholders as referred to in this SectionSection 11, either you or each of the Representatives and the Company or, by joint action only, and the non-defaulting Selling Stockholders Stockholder shall have the right to postpone the First Closing relevant Date of Delivery for a period not exceeding seven days in order to effect any required changes change in the Registration Statement, the Time of Sale Disclosure Package Statement or the Prospectus or in any other documents or arrangements. .
(b) If the Company shall fail at the First Closing Date Time to sell and deliver the number of Securities which that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting nondefaulting party; provided, however, that the provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.
Appears in 2 contracts
Samples: Purchase Agreement (Superior Offshore International Inc.), Purchase Agreement (Superior Offshore International Inc.)
Default by one or more of the Selling Stockholders or the Company. If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] Selling Stockholder Shares shall fail at the First Closing Date to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I I; or (ii) the Company does not elect to offer additional Securities shares of Common Stock equal to the number of Securities which are the subject of such failure by such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderselling stockholder(s), then the Underwriters may at your option, by notice from you to the Company and the non-defaulting Selling Stockholders, either (a) terminate this Agreement without any liability on the part of any Underwriter or, except as provided in Section 4(b)(ii) and Section 6 hereof, any non-defaulting party or (b) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders have agreed to sell hereunder. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this Section, either you or the Company or, by joint action of a majority in interest of the non-defaulting Selling Stockholders only, the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement, in the Time of Sale Disclosure Package or in the Prospectus or in any other documents or arrangements. If the Company shall fail at the First Closing Date to sell and deliver the number of Securities which it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any Underwriter or, except as provided in Section 4(a)(viii), Section 4(b)(i), Section 4(b)(ii) and Section 6 hereof, any non-defaulting party. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.
Appears in 1 contract
Default by one or more of the Selling Stockholders or the Company. If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] Selling Stockholder Shares shall fail at the First Closing Date to sell and deliver the number of Securities Shares which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities Shares to be sold by them hereunder to the total number of Securities Shares to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderhereto, then the Underwriters may at your option, by notice from you to the Company and the non-defaulting Selling Stockholders, either (a) terminate this Agreement without any liability on the part of any non-defaulting party or (b) elect to purchase the Securities Shares which the Company and the non-defaulting Selling Stockholders have agreed to sell hereunder. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this SectionSection 10, either you or the Company or, by joint action only, the non-non defaulting Selling Stockholders shall have the right to postpone the First Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement, in the Time of Sale Disclosure Package or in the Prospectus or in any other documents or arrangements. If the Company shall fail at the First Closing Date to sell and deliver the number of Securities Shares which it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-non defaulting party. No action taken pursuant to this Section 10 shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.
Appears in 1 contract
Default by one or more of the Selling Stockholders or the Company. (a) If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] a Selling Stockholder Shares shall fail at the First Closing Time or a Date of Delivery, as the case may be, to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders Stockholder(s) do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders Stockholder(s) as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderB hereto, then the Underwriters may may, at your optionoption of the Representatives, by notice from you the Representatives to the Company and the non-defaulting Selling StockholdersStockholder(s), either (ai) terminate this Agreement without any liability on the part fault of any non-defaulting party except that the provisions of Sections 1, 5, 7, 8, 9, 10, 13, 15, 16, 17, 18, 19, 20, 21 and 22 shall remain in full force and effect or (bii) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders Stockholder(s) and the Company have agreed to sell hereunder. No action taken pursuant to this Section 12 shall relieve any Selling Stockholder so defaulting from liability, if any, in respect of such default. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this SectionSection 12, either you or each of the Representatives, the Company or, by joint action only, and the non-defaulting Selling Stockholders Stockholder(s) shall have the right to postpone the First Closing Time or any Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes change in the Registration Statement, the Time of Sale General Disclosure Package or the Prospectus or in any other documents or arrangements. .
(b) If the Company shall fail at the First Closing Time or a Date of Delivery, as the case may be, to sell and deliver the number of Securities which that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting nondefaulting party; provided, however, that the provisions of Sections 1, 5, 7, 8, 9, 10, 13, 15, 16, 17, 18, 19, 20, 21 and 22 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.
Appears in 1 contract
Default by one or more of the Selling Stockholders or the Company. If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] Selling Stockholder Shares shall fail at the First Second Closing Date to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderI, then the Underwriters may at your option, by notice from you to the Company and the non-non defaulting Selling Stockholders, either (a) terminate this Agreement without any liability on the part of any non-Underwriter or, except as provided in Section 4(a)(vii), Section 4(b)(i), Section 4(b)(ii) and Section 6 hereof, any non defaulting party or (b) elect to purchase the Securities which the Company and the non-non defaulting Selling Stockholders have agreed to sell hereunder. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this Section, either you or the Company or, by joint action only, the non-non defaulting Selling Stockholders shall have the right to postpone the First Second Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement, in the Time of Sale Disclosure Package or in the Prospectus or in any other documents or arrangements. If the Company shall fail at the First Closing Date to sell and deliver the number of Securities which it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-Underwriter or, except as provided in Section 4(a)(vii), Section 4(b)(i), Section 4(b)(ii) and Section 6 hereof, any non defaulting party. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.
Appears in 1 contract
Default by one or more of the Selling Stockholders or the Company. (a) If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] a Selling Stockholder Shares shall fail at the First Closing Time or a Date of Delivery, as the case may be, to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are is obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderB hereto, then the Underwriters may may, at your optionoption of the Representatives, by notice from you the Representatives to the Company and the non-defaulting Selling Stockholders, either (ai) terminate this Agreement without any liability on the part fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7, 8, 15 and 16 shall remain in full force and effect or (bii) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders and the Company have agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve any Selling Stockholder so defaulting from liability, if any, in respect of such default. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this SectionSection 11, either you or each of the Representatives, the Company or, by joint action only, and the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Time or any Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes change in the Registration Statement, the Time of Sale General Disclosure Package or the Prospectus or in any other documents or arrangements. .
(b) If the Company shall fail at the First Closing Time or a Date of Delivery, as the case may be, to sell and deliver the number of Securities which that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting nondefaulting party; provided, however, that the provisions of Sections 1, 4, 6, 7, 8, 15 and 16 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.
Appears in 1 contract
Default by one or more of the Selling Stockholders or the Company. If Summit Partners or any of its affiliates or one or more of the Individual Selling Stockholders representing, individually or in the aggregate, [5%] 10% or more of the Selling Stockholder Shares Stockholders’ Securities shall fail at the First Closing Date to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunder, to the extent such shares do not represent, individually or in the aggregate, 10% or more of the Securities, then the Underwriters may at your option, by notice from you to the Company and the non-defaulting Selling Stockholders, either (a) terminate this Agreement without any liability on the part of any Underwriter or, except as provided in Section 4(a)(vii), Section 4(b)(i), Section 4(b)(ii) and Section 6 hereof, any non-defaulting party or (b) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders have agreed to sell hereunder. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this Section, either you or the Company or, by joint action only, the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement, in the Time of Sale Disclosure Package or in the Prospectus or in any other documents or arrangements. If the Company shall fail at the First Closing Date to sell and deliver the number of Securities which it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any Underwriter or, except as provided in Section 6 hereof, any non-defaulting party. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.
Appears in 1 contract
Default by one or more of the Selling Stockholders or the Company. (a) If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] Selling Stockholder Shares shall fail at the First Closing Time or a Date of Delivery, as the case may be, to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderB hereto, then the Underwriters may may, at your optionoption of the Representatives, by notice from you the Representatives to the Company and the non-defaulting Selling Stockholders, either (ai) terminate this Agreement without any liability on the part fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7, 8, 15 and 16 shall remain in full force and effect or (bii) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders and the Company have agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve any Selling Stockholder so defaulting from liability, if any, in respect of such default. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this SectionSection 11, either you or each of the Representatives, the Company or, by joint action only, and the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Time or any Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes change in the Registration Statement, the Time of Sale General Disclosure Package or the Prospectus or in any other documents or arrangements. .
(b) If the Company shall fail at the First Closing Date Time to sell and deliver the number of Securities which that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting nondefaulting party; provided, however, that the provisions of Sections 1, 4, 6, 7, 8, 15 and 16 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.
Appears in 1 contract
Default by one or more of the Selling Stockholders or the Company. (a) If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] a Selling Stockholder Shares shall fail at the First Closing Date Time to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderB hereto, then the Underwriters may may, at your optionthe option of the Representatives, by notice from you the Representatives to the Company and the non-defaulting Selling Stockholders, either (ai) terminate this Agreement without any liability on the part of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7, 8, 15, 16 and 17 shall remain in full force and effect, or (bii) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders and the Company have agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve any Selling Stockholder so defaulting from liability, if any, in respect of such default. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this SectionSection 11, either you or each of the Representatives, the Company or, by joint action only, and the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Date Time for a period not exceeding seven days in order to effect any required changes change in the Registration Statement, the Time of Sale General Disclosure Package or the Prospectus or in any other documents or arrangements. .
(b) If the Company shall fail at the First Closing Time, or a Date of Delivery, as the case may be, to sell and deliver the number of Securities which that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting party; provided, however, that the provisions of Sections 1, 4, 6, 7, 8, 15, 16 and 17 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.
Appears in 1 contract
Samples: Underwriting Agreement (Inspire Medical Systems, Inc.)
Default by one or more of the Selling Stockholders or the Company. (a) If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] a Selling Stockholder Shares shall fail at the First Closing Time or a Date of Delivery, as the case may be, to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderB hereto, then the Underwriters may may, at your optionoption of the Representative(s), by notice from you the Representative(s) to the Company and the non-defaulting Selling Stockholders, either (ai) terminate this Agreement without any liability on the part fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7, 8, 15, 16 and 17 shall remain in full force and effect or (bii) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders and the Company have agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve any Selling Stockholder so defaulting from liability, if any, in respect of such default. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this SectionSection 11, either you or each of the Representative(s), and the Company or, by joint action only, and the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Time or any Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes change in the Registration Statement, the Time of Sale General Disclosure Package or the Prospectus or in any other documents or arrangements. .
(b) If the Company shall fail at the First Closing Time or a Date of Delivery, as the case may be, to sell and deliver the number of Securities which that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting nondefaulting party; provided, however, that the provisions of Sections 1, 4, 6, 7, 8, 15, 16 and 17 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.
Appears in 1 contract
Default by one or more of the Selling Stockholders or the Company. (a) If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] a Selling Stockholder Shares shall fail at the First Closing Date of Delivery to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are is obligated to sell and deliver hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderB hereto, then the Underwriters may may, at your optionoption of the Representatives, by notice from you the Representatives to the Company and the non-defaulting Selling Stockholders, Stockholders either (ai) terminate this Agreement with respect to the Option Securities without any liability on the part fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7, 8, 17 and 18 shall remain in full force and effect or (bii) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders and the Company have agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve such Selling Stockholder so defaulting from liability, if any, in respect of such default. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this SectionSection 11, either you or each of the Representatives, the Company or, by joint action only, and the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Date of Delivery with respect to the Option Securities, as the case may be, for a period not exceeding seven days in order to effect affect any required changes change in the Registration Statement, the Time of Sale General Disclosure Package or the Prospectus or in any other documents or arrangements. .
(b) If the Company shall fail at the First Closing Date Time, as the case may be, to sell and deliver the number of Securities which that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting nondefaulting party; provided, however, that the provisions of Sections 1, 4, 6, 7, 8, 17 and 18 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from of liability, if any, in respect of such default.
Appears in 1 contract
Default by one or more of the Selling Stockholders or the Company. (a) If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] a Selling Stockholder Shares shall fail at the First Closing Delivery Date to sell and deliver or cause to be delivered the number of Securities shares of Stock which such Selling Stockholder or Selling Stockholders are is obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderII hereto, then the Underwriters may may, at your optionthe option of the Representatives, by notice from you the Representatives to the Company and the non-defaulting Selling Stockholders, either (ai) terminate this Agreement without any liability on the part of any non-defaulting party except that the provisions of Sections 1, 10 and 17 shall remain in full force and effect or (bii) elect to purchase the Securities Stock which the Company and the non-defaulting Selling Stockholders and the Company have agreed to sell hereunder. No action taken pursuant to this Section 12 shall relieve any Selling Stockholder so defaulting from liability, if any, in respect of such default. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this SectionSection 12, either you or each of the Representatives, the Company or, by joint action only, and the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Delivery Date for a period not exceeding seven business days in order to effect any required changes change in the Registration Statement, the Time of Sale Disclosure Package Statement or the Prospectus or in any other documents or arrangements. .
(b) If the Company shall fail at the First Closing any Delivery Date to sell and deliver or cause to be delivered the number of Securities which shares of Stock that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting nondefaulting party; provided, however, that the provisions of Sections 1, 10 and 17 shall remain in full force and effect. No action taken pursuant to this Section 12 shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.
Appears in 1 contract
Default by one or more of the Selling Stockholders or the Company. (a) If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] a Selling Stockholder Shares shall fail at the First Closing Date Date, or the Additional Closing Date, if any, to sell and deliver the number of Securities Shares which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities Shares to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderStockholders, then the Underwriters may may, at your optionthe option of the Lead Managers, by notice from you the Lead Managers to the Company and the non-defaulting Selling Stockholders, either (a) terminate this Agreement with respect solely to the Shares which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, without any liability on the part fault of any non-defaulting party except that the provisions of Sections 1, 2, 7, 9, 10 and 13 shall remain in full force and effect or (b) elect to purchase the Securities Shares which the Company and the non-defaulting Selling Stockholders and the Company have agreed to sell hereunder. No action taken pursuant to this Section 12 shall relieve any Selling Stockholder so defaulting from liability, if any, in respect of such default.
(b) In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this SectionSection 12, either you or each of the Lead Managers, the Company or, by joint action only, and the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Date Date, or the Additional Closing Date, as applicable, for a period not exceeding seven five business days in order to effect any required changes change in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus U.S. Prospectus, any Canadian Offering Document or in any other documents or arrangements. .
(c) If the Company shall fail at the First Closing Date Date, or the Additional Closing Date, if any, to sell and deliver the number of Securities which Shares that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting party; provided, however, that the provisions of Sections 1, 2, 7, 9, 10 and 13 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.
Appears in 1 contract
Default by one or more of the Selling Stockholders or the Company. (a) If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] a Selling Stockholder Shares shall fail at the First Closing Delivery Date to sell and deliver or cause to be delivered the number of Securities shares of Stock which such Selling Stockholder or Selling Stockholders are is obligated to sell hereunder, and either (i) the remaining Selling Stockholders (or in the alternative, the Company as provided below) do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunder2 hereto, then the Underwriters may may, at your optionthe option of the Representatives, by notice from you the Representatives to the Company and the non-defaulting Selling Stockholders, either (a) terminate this Agreement without any liability on the part of any non-defaulting party or (b) elect to purchase the Securities Stock which the Company and the non-defaulting Selling Stockholders and the Company have agreed to sell hereunder. No action taken pursuant to this Section 13 shall relieve any Selling Stockholder so defaulting from liability, if any, in respect of such default. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this SectionSection 13, either you or (i) if the remaining Selling Stockholders do not exercise their rights to increase the number of Securities to be sold by them hereunder to the total number to be sold by all Selling Stockholders set forth in Schedule 2 hereto, the Company orshall issue the number of Securities necessary to cover any such shortfall and (ii) each of the Representatives, by joint action only, the Company and the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Delivery Date for a period not exceeding seven business days in order to effect any required changes change in the Registration Statement, the Time of Sale Disclosure Package Statement or the Prospectus or in any other documents or arrangements. In the event the Company fails to issue Securities in respect of any defaulting Selling Stockholder’s commitment as provided in this paragraph, the Company shall indemnify the Underwriters for the difference in the price at which the Underwriters acquired Securities to cover such shortfall and the price of the Stock set forth in Section 3 of this Agreement. If the Company shall fail at the First Closing any Delivery Date to sell and deliver or cause to be delivered the number of Securities which shares of Stock that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting nondefaulting party; provided, however, that the provisions of Sections 1, 11 and 19 shall remain in full force and effect. No action taken pursuant to this Section 13 shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.
Appears in 1 contract
Default by one or more of the Selling Stockholders or the Company. (a) If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] a Selling Stockholder Shares shall fail at the First Closing Time or a Date of Delivery, as the case may be, to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderB hereto, then the Underwriters may may, at your optionoption of the Representatives, by notice from you the Representatives to the Company and the non-defaulting Selling Stockholders), either (ai) terminate this Agreement without any liability on the part fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7, 8, 15, 16 and 17 shall remain in full force and effect or (bii) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders and the Company have agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve any Selling Stockholder so defaulting from liability, if any, in respect of such default. For the avoidance of doubt, no default by any Selling Stockholder shall create any obligations on the part of the Company to issue or sell additional Securities. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this SectionSection 11, either you or each of the Representatives, the Company or, by joint action only, and the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Time or any Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes change in the Registration Statement, the Time of Sale General Disclosure Package or the Prospectus or in any other documents or arrangements. .
(b) If the Company shall fail at the First Closing Time or a Date of Delivery, as the case may be, to sell and deliver the number of Securities which that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting nondefaulting party; provided, however, that the provisions of Sections 1, 4, 6, 7, 8, 15, 16 and 17 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.
Appears in 1 contract
Default by one or more of the Selling Stockholders or the Company. (a) If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] a Selling Stockholder Shares shall fail at the First Closing Time or a Date of Delivery, as the case may be, to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderB hereto, then the Underwriters may may, at your optionoption of the Representatives, by notice from you the Representatives to the Company and the non-defaulting Selling Stockholders, either (ai) terminate this Agreement without any liability on the part fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7, 8, 15, 16 and 17 shall remain in full force and effect or (bii) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders have agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve any Selling Stockholder so defaulting from liability, if any, in respect of such default. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this SectionSection 11, either you or each of the Representatives, the Company or, by joint action only, and the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Time or any Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes change in the Registration Statement, the Time of Sale General Disclosure Package or the Prospectus or in any other documents or arrangements. .
(b) If the Company shall fail at the First Closing Time or a Date of Delivery, as the case may be, to sell and deliver the number of Securities which that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting nondefaulting party; provided, however, that the provisions of Sections 1, 4, 6, 7, 8, 15, 16 and 17 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.
Appears in 1 contract
Default by one or more of the Selling Stockholders or the Company. (a) If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] a Selling Stockholder Shares shall fail at the First Closing Date or at an Additional Closing Date to sell and deliver the number of Securities Shares which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderII hereto, then the Underwriters may may, at your optionoption of the Representatives, by notice from you the Representatives to the Company and the non-defaulting Selling Stockholders, either (ai) terminate this Agreement without any liability on the part fault of any non-defaulting party except that the provisions of Sections 3, 4, 9, 14 and 15 shall remain in full force and effect or (bii) elect to purchase the Securities Shares which the Company and the non-defaulting Selling Stockholders and the Company have agreed to sell hereunder. No action taken pursuant to this Section 13 shall relieve any Selling Stockholder so defaulting from liability, if any, in respect of such default. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this SectionSection 13, either you or each of the Representatives, and the Company or, by joint action only, and the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Date or an Additional Closing Date for a period not exceeding seven days in order to effect any required changes change in the Registration Statement, the Time of Sale Disclosure Package Statement or the Prospectus or in any other documents or arrangements. .
(b) If the Company shall fail at the First Closing Date or an Additional Closing Date to sell and deliver the number of Securities which Shares that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting nondefaulting party; provided, however, that the provisions of Sections 3, 4, 9, 14 and 15 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.
Appears in 1 contract
Default by one or more of the Selling Stockholders or the Company. (a) If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] a Selling Stockholder Shares shall fail at the First Closing Time or a Date of Delivery, as the case may be, to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderB hereto, then the Underwriters may may, at your optionoption of the Representatives, by notice from you the Representatives to the Company and the non-defaulting Selling Stockholders, either (ai) terminate this Agreement without any liability on the part fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7, 8, 15 and 16 shall remain in full force and effect or (bii) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders and the Company have agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve any Selling Stockholder so defaulting from liability, if any, in respect of such default. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this SectionSection 11, either you or each of the Representatives, and the Company or, by joint action only, and the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Time or any Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes change in the Registration Statement, the Time of Sale General Disclosure Package or the Prospectus or in any other documents or arrangements. .
(b) If the Company shall fail at the First Closing Date Time to sell and deliver the number of Securities which that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting nondefaulting party; provided, however, that the provisions of Sections 1, 4, 6, 7, 8, 15 and 16 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.
Appears in 1 contract
Default by one or more of the Selling Stockholders or the Company. (a) If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] a Selling Stockholder Shares shall fail at the First Closing Time or at an Option Closing Date to sell and deliver the number of Securities Shares which such Selling Stockholder or Selling Stockholders are is obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities Shares to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderhereto, then the Underwriters may at your optionUnderwriter may, by notice from you to the Company and the non-defaulting Selling Stockholders, either (ai) terminate this Agreement without any liability on the part of any non-defaulting party except that the provisions of Sections 1, 4, 6 and 8 shall remain in full force and effect or (bii) elect to purchase the Securities Shares which the Company and the non-defaulting Selling Stockholders and the Company have agreed to sell hereunder. No action taken pursuant to this Section 10 shall relieve any Selling Stockholder so defaulting from liability, if any, in respect of such default. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this SectionSection 10, either you or the Company or, by joint action only, Underwriter and the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Time or Option Closing Date for a period not exceeding seven days in order to effect any required changes change in the Registration Statement, the Time of Sale Disclosure Package Statement or the Prospectus or in any other documents or arrangements. .
(b) If the Company or the Selling Stockholders shall fail at the First Closing Time or at the Option Closing Date to sell and deliver the number of Securities which Shares that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting party; provided, however, that the provisions of Sections 1, 4, 6 and 8 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.
Appears in 1 contract
Default by one or more of the Selling Stockholders or the Company. (a) If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] a Selling Stockholder Shares shall fail at the First Closing Time or a Date of Delivery, as the case may be, to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are is obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted in the second paragraph of this Section 11(a) to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderB hereto, then the Underwriters may may, at your optionthe option of the Representative, by notice from you the Representative to the Company and the non-defaulting Selling Stockholders, either (ai) terminate this Agreement without any liability on the part fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7, 8, 15, 16 and 17 shall remain in full force and effect or (bii) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders and the Company have agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve any Selling Stockholder so defaulting from liability, if any, in respect of such default. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this SectionSection 11, either you or each of the Company or, by joint action onlyRepresentative, the non-non defaulting Selling Stockholders and the Company shall have the right to postpone the First Closing Time or any Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes change in the Registration Statement, the Time of Sale General Disclosure Package or the Prospectus or in any other documents or arrangements. .
(b) If the Company shall fail at the First Closing Time or a Date of Delivery, as the case may be, to sell and deliver the number of Securities which that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting nondefaulting party; provided, however, that the provisions of Sections 1, 4, 6, 7, 8, 15, 16 and 17 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.
Appears in 1 contract
Samples: Underwriting Agreement (E2open Inc)
Default by one or more of the Selling Stockholders or the Company. (a) If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] a Selling Stockholder Shares shall fail at the First Closing Time or at a Date of Delivery to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderB hereto, then the Underwriters may may, at your optionthe option of the Representatives, by notice from you the Representatives to the Company and the non-defaulting Selling Stockholders, either (ai) terminate this Agreement without any liability on the part fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7, 8 and 17 shall remain in full force and effect or (bii) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders and the Company have agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve any Selling Stockholder so defaulting from liability, if any, in respect of such default. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this SectionSection 11, either you or each of the Representatives, and the Company or, by joint action only, and the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Time or Date of Delivery for a period not exceeding seven days in order to effect any required changes change in the Registration Statement, the Time of Sale General Disclosure Package or the Prospectus or in any other documents or arrangements. .
(b) If the Company shall fail at Closing Time or at the First Closing Date of Delivery to sell and deliver the number of Securities which that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting nondefaulting party; provided, however, that the provisions of Sections 1, 4, 6, 7, 8 and 17 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.
Appears in 1 contract
Samples: Purchase Agreement (GameFly Inc.)
Default by one or more of the Selling Stockholders or the Company. If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] Selling Stockholder Shares shall fail at the First Closing Date to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunder, then the Underwriters may at your option, by notice from you to the Company and the non-defaulting Selling Stockholders, either (a) terminate this Agreement without any liability on the part of any Underwriter or, except as provided in Sections 4(a)(viii) and 4(b)(ii) hereof, any non-defaulting party or (b) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders have agreed to sell hereunder. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this Section, either you or the Company or, by joint action only, the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement, in the Time of Sale Disclosure Package or in the Prospectus or in any other documents or arrangements. If the Company shall fail at the First Closing Date to sell and deliver the number of Securities which it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any Underwriter or, except as provided in Sections 4(a)(viii) and 4(b)(ii) hereof, any non-defaulting party. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.
Appears in 1 contract
Default by one or more of the Selling Stockholders or the Company. (a) If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] a Selling Stockholder Shares shall fail at the First Closing Time or at a Date of Delivery to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderB hereto, then the Underwriters may may, at your optionthe option of Merxxxx Xxnxx & Co., by notice from you Merxxxx Xxnxx & Co. to the Company and the non-defaulting Selling Stockholders, either (ai) terminate this Agreement without any liability on the part of any non-defaulting party except that the provisions of 1, 4, 6, 7 and 8 shall remain in full force and effect or (bii) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders and the Company have agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve any Selling Stockholder so defaulting from liability, if any, in respect to such default. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this SectionSection 11, either you or each of Merxxxx Xxnxx & Co., the Company or, by joint action only, and the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Time or Date of Delivery for a period not exceeding seven days in order to effect any required changes change in the Registration Statement, the Time of Sale Disclosure Package Statement or the Prospectus or in any other documents or arrangements. .
(b) If the Company shall fail at Closing Time or at the First Closing Date of Delivery to sell and deliver the number of Securities which that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting party; provided, however, that the provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.
Appears in 1 contract
Samples: Purchase Agreement (Advancepcs)
Default by one or more of the Selling Stockholders or the Company. If Summit Partners or any of its affiliates or one or more of the Individual Selling Stockholders representing, individually or in the aggregate, [5%] 10% or more of the Selling Stockholder Shares Stockholders’ Securities shall fail at the First Closing Date to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunder, to the extent such shares do not represent, individually or in the aggregate, 10% or more of the Securities, then the Underwriters may at your option, by notice from you to the Company and the non-defaulting Selling Stockholders, either (a) terminate this Agreement without any liability on the part of any Underwriter or, except as provided in Section 4(a)(viii), Section 4(b)(i), Section 4(b)(ii) and Section 6 hereof, any non-defaulting party or (b) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders have agreed to sell hereunder. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this Section, either you or the Company or, by joint action only, the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement, in the Time of Sale Disclosure Package or in the Prospectus or in any other documents or arrangements. If the Company shall fail at the First Closing Date to sell and deliver the number of Securities which it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any Underwriter or, except as provided in Section 6 hereof, any non-defaulting party. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.
Appears in 1 contract
Default by one or more of the Selling Stockholders or the Company. (a) If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] a Selling Stockholder Shares shall fail at the First Closing Date Time to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderB hereto, then the Underwriters may at your optionUnderwriter may, by notice from you to the Company and the non-defaulting Selling Stockholders, either (ai) terminate this Agreement without any liability on the part fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7, 8, 15, 16 and 17 shall remain in full force and effect or (bii) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders have agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve any Selling Stockholder so defaulting from liability, if any, in respect of such default. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this SectionSection 11, either you or the Underwriter, the Company or, by joint action only, and the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Date Time for a period not exceeding seven days in order to effect any required changes change in the Registration Statement, the Time of Sale General Disclosure Package or the Prospectus or in any other documents or arrangements. .
(b) If the Company shall fail at the First Closing Date Time to sell and deliver the number of Securities which that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting nondefaulting party; provided, however, that the provisions of Sections 1, 4, 6, 7, 8, 15, 16 and 17 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.
Appears in 1 contract
Default by one or more of the Selling Stockholders or the Company. (a) If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] Selling Stockholder Shares shall fail at the First Closing Time or a Date of Delivery, as the case may be, to sell and deliver the number of Securities which such Selling Stockholder or that the Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderB hereto, then the Underwriters may may, at your optionthe option of the Representatives, by notice from you the Representatives to the Company and the non-defaulting Selling Stockholders, either (ai) terminate this Agreement without any liability on the part fault of any non-defaulting party except that the provisions of Sections 1, 4, 7, 8, 9, 16, 17 and 18 shall remain in full force and effect or (bii) elect to purchase the Securities which the Company and that the non-defaulting Selling Stockholders have agreed to sell hereunder. No action taken pursuant to this Section 12 shall relieve any Selling Stockholders so defaulting from liability, if any, in respect of such default. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this SectionSection 12, either you or each of (i) the Representatives and (ii) the Company or, by joint action only, and the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Time or any Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes change in the Registration Statement, the Time of Sale General Disclosure Package or the Prospectus or in any other documents or arrangements. .
(b) If the Company shall fail at the First Closing Time or a Date of Delivery, as the case may be, to sell and deliver the number of Securities which that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting party; provided, however, that the provisions of Sections 1, 4, 7, 8, 9, 16, 17 and 18 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.
Appears in 1 contract
Default by one or more of the Selling Stockholders or the Company. (a) If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] a Selling Stockholder Shares shall fail at the First Closing Time or at a Date of Delivery to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderB hereto, then the Underwriters may may, at your optionoption of the Representatives, by notice from you the Representatives to the Company and the non-defaulting Selling Stockholders, either (ai) terminate this Agreement without any liability on the part fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect or (bii) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders and the Company have agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve any Selling Stockholder so defaulting from liability, if any, in respect of such default. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this SectionSection 11, either you or each of the Representatives, and the Company or, by joint action only, and the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Time or Date of Delivery for a period not exceeding seven days in order to effect any required changes change in the Registration Statement, the Time of Sale Disclosure Package Statement or the Prospectus or in any other documents or arrangements. .
(b) If the Company shall fail at Closing Time or at the First Closing Date of Delivery to sell and deliver the number of Securities which that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting nondefaulting party; provided, however, that the provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.
Appears in 1 contract
Default by one or more of the Selling Stockholders or the Company. (a) If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] a Selling Stockholder Shares shall fail at the First Closing Time or a Date of Delivery, as the case may be, to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderB hereto, then the Underwriters may may, at your optionoption of the Representatives, by notice from you the Representatives to the Company and the non-defaulting Selling Stockholders, either (ai) terminate this Agreement without any liability on the part fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7, 8, 15, 16 and 17 shall remain in full force and effect or (bii) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders and the Company have agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve any Selling Stockholder so defaulting from liability, if any, in respect of such default. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this SectionSection 11, either you or each of the Representatives, the Company or, by joint action only, and the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Time or any Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes change in the Registration Statement, the Time of Sale General Disclosure Package or the Prospectus or in any other documents or arrangements. .
(b) If the Company shall fail at the First Closing Time or a Date of Delivery, as the case may be, to sell and deliver the number of Securities which that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting party; provided, however, that the provisions of Sections 1, 4, 6, 7, 8, 15, 16 and 17 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.
Appears in 1 contract
Samples: Underwriting Agreement (Quintana Energy Services Inc.)
Default by one or more of the Selling Stockholders or the Company. (a) If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] a Selling Stockholder Shares shall fail at the First Closing Time [or a Date of Delivery, as the case may be,] to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are is obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted in the second paragraph of this Section 11(a) to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderB hereto, then the Underwriters may may, at your optionthe option of the Representative, by notice from you the Representative to the Company and the non-defaulting Selling Stockholders, either (ai) terminate this Agreement without any liability on the part fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7, 8, 15, 16 and 17 shall remain in full force and effect or (bii) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders and the Company have agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve any Selling Stockholder so defaulting from liability, if any, in respect of such default. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this SectionSection 11, either you or each of the Company or, by joint action onlyRepresentative, the non-non defaulting Selling Stockholders and the Company shall have the right to postpone the First Closing Time or any Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes change in the Registration Statement, the Time of Sale General Disclosure Package or the Prospectus or in any other documents or arrangements. .
(b) If the Company shall fail at the First Closing Time or a Date of Delivery, as the case may be, to sell and deliver the number of Securities which that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting nondefaulting party; provided, however, that the provisions of Sections 1, 4, 6, 7, 8, 15, 16 and 17 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.
Appears in 1 contract
Samples: Underwriting Agreement (E2open Inc)
Default by one or more of the Selling Stockholders or the Company. If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] Selling Stockholder Shares shall fail at the First Closing Date to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders (or the Company with respect to any Selling Stockholder or Selling Stockholders other than any such Selling Stockholders who have agreed to sell greater than 45,000 Securities as set forth on Schedule I) do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderI, then the Underwriters may at your option, by notice from you to the Company and the non-defaulting Selling Stockholders, either (a) terminate this Agreement without any liability on the part of any non-defaulting party or (b) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders have agreed to sell hereunder. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this Section, either you or the Company or, by joint action only, the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Time of Sale Disclosure Package Statement or the Prospectus or in any other documents or arrangements. If the Company shall fail at the First Closing Date to sell and deliver the number of Securities which it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting party. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.
Appears in 1 contract
Samples: Purchase Agreement (Cutera Inc)
Default by one or more of the Selling Stockholders or the Company. If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] a Selling Stockholder Shares shall fail at the First Closing Time or a Date of Delivery, as the case may be, to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderB hereto, then the Underwriters may may, at your optionoption of the Representatives, by notice from you the Representatives to the Company and the non-defaulting Selling Stockholders, either (ai) terminate this Agreement without any liability on the part fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7, 8, 15, 16, 17 and 18 shall remain in full force and effect or (bii) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders and the Company have agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve the Selling Stockholder so defaulting from liability, if any, in respect of such default. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this SectionSection 11, either you or each of the Representatives, the Company or, by joint action only, and the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Time or any Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes change in the Registration Statement, the Time of Sale General Disclosure Package or the Prospectus or in any other documents or arrangements. If the Company shall fail at the First Closing Date to sell and deliver the number of Securities which it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting party. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.
Appears in 1 contract
Default by one or more of the Selling Stockholders or the Company. (a) If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] a Selling Stockholder Shares shall fail at the First Closing Time or a Date of Delivery, as the case may be, to sell and deliver the number of Securities (the “Selling Stockholder Securities”) which such Selling Stockholder or Selling Stockholders are obligated to sell hereunderhereunder (a “Selling Stockholder Default”), and then either (iA) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, Stockholder may increase the number of Securities to be sold by them it hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I B hereto or (iiB) the Company does not elect may increase the number of Securities to offer additional Securities be sold by the Company in an amount equal to the number of Selling Stockholder Securities which such defaulting Selling Stockholder or Selling Stockholders are was obligated to sell sell. In the event of a Selling Stockholder Default and (A) the remaining Stockholder does not exercise the right granted hereby to increase the number of Securities to be sold by it hereunder, and (B) the Company does not increase the number of Securities to be sold by the Company in amount equal to the number of Selling Stockholder Securities which such defaulting Selling Stockholder was obligated to sell, then the Underwriters may may, at your optionoption of the Representatives, by notice from you the Representatives to the Company and the non-defaulting Selling Stockholders, either (ai) terminate this Agreement without any liability on the part fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7, 8, 15, 16 and 17 shall remain in full force and effect or (bii) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders and the Company have agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve any Selling Stockholder so defaulting from liability, if any, in respect of such default. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this SectionSection 11, either you or each of the Representatives, the Company or, by joint action only, and the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Time or any Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes change in the Registration Statement, the Time of Sale General Disclosure Package or the Prospectus or in any other documents or arrangements. .
(b) If the Company shall fail at the First Closing Time or a Date of Delivery, as the case may be, to sell and deliver the number of Securities which that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting party; provided, however, that the provisions of Sections 1, 4, 6, 7, 8, 15, 16 and 17 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.
Appears in 1 contract
Default by one or more of the Selling Stockholders or the Company. (a) If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] a Selling Stockholder Shares shall fail at the First Closing Date Time to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are is obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderB hereto, then the Underwriters may may, at your optionoption of the Representative, by notice from you the Representative to the Company and the non-defaulting Selling Stockholders, either (ai) terminate this Agreement without any liability on the part fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect or (bii) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders and the Company have agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve any Selling Stockholder so defaulting from liability, if any, in respect of such default. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this SectionSection 11, either you or each of the Representative, the Company or, by joint action only, and the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Date Time for a period not exceeding seven days in order to effect any required changes change in the Registration Statement, the Time of Sale Disclosure Package Statement or the Prospectus or in any other documents or arrangements. .
(b) If the Company shall fail at Closing Time or at the First Closing Date of Delivery to sell and deliver the number of Securities which that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting nondefaulting party; provided, however, that the provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.
Appears in 1 contract
Samples: Purchase Agreement (Opentable Inc)
Default by one or more of the Selling Stockholders or the Company. If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] Selling Stockholder Shares shall fail at the First Closing Date to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderI, then the Underwriters may at your option, by notice from you to the Company and the non-defaulting Selling Stockholders, either (a) terminate this Agreement without any liability on the part of any non-defaulting party (except to the extent provided in Section 4(c) and Section 6 hereof) or (b) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders have agreed to sell hereunder. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this Section, either you or the Company or, by joint action only, the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Time of Sale Disclosure Package Statement or the Prospectus or in any other documents or arrangements. If the Company shall fail at the First Closing Date to sell and deliver the number of Securities which it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting partyparty (except to the extent provided in Section 4(c) and Section 6 hereof). No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.
Appears in 1 contract
Samples: Purchase Agreement (Affirmative Insurance Holdings Inc)
Default by one or more of the Selling Stockholders or the Company. (a) If one or more of the a Selling Stockholders representing, individually or in the aggregate, [5%] Selling Stockholder Shares shall fail at the First Closing Time or a Date of Delivery, as the case may be, to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are is obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderB hereto, then the Underwriters may may, at your optionoption of the Representatives, by notice from you the Representatives to the Company and the non-defaulting Selling Stockholders, either (ai) terminate this Agreement without any liability on the part fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7, 8, 15, 16 and 17 shall remain in full force and effect or (bii) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders and the Company have agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve any Selling Stockholder so defaulting from liability, if any, in respect of such default. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this SectionSection 11, either you or each of the Representatives, the Company or, by joint action only, and the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Time or any Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes change in the Registration Statement, the Time of Sale General Disclosure Package or the Prospectus or in any other documents or arrangements. .
(b) If the Company shall fail at the First Closing Time or a Date of Delivery, as the case may be, to sell and deliver the number of Securities which that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting nondefaulting party; provided, however, that the provisions of Sections 1, 4, 6, 7, 8, 15, 16 and 17 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.
Appears in 1 contract
Samples: Underwriting Agreement (WisdomTree Investments, Inc.)
Default by one or more of the Selling Stockholders or the Company. (a) If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] Selling Stockholder Shares shall fail at the First Closing Date Time to sell and deliver the number of Securities Selling Stockholders Shares which such Selling Stockholder Stockholders or Selling Stockholders are obligated to sell hereunderhereunder (a “Selling Stockholder Default”), and then either (iA) the remaining Selling Stockholders may increase, pro rata or otherwise, the number of Selling Stockholders Shares to be sold by them hereunder to the total number of Selling Stockholders Shares to be sold by all Selling Stockholders as set forth in Schedule A hereto or (B) the Company may increase the number of Company Shares to be sold by the Company by the number of Selling Stockholders Shares which such defaulting Selling Stockholder was obligated to sell.
(b) In the event of a Selling Stockholder Default and (A) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities Selling Stockholders Shares to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or hereunder, and (iiB) the Company does not elect to offer additional Securities equal to increase the number of Securities Company Shares being sold by the Company by the number of Selling Stockholders Shares which such defaulting Selling Stockholder or Selling Stockholders are was obligated to sell hereundersell, then the Underwriters may may, at your optionthe option of the Representatives, by notice from you the Representatives to the Company and the non-defaulting Selling Stockholders, either (ai) terminate this Agreement without any liability on the part fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7 and 11 shall remain in full force and effect or (bii) elect to purchase the Securities Shares which the Company and the non-defaulting Selling Stockholders have agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve any Selling Stockholder so defaulting from liability, if any, in respect of such default. In the event of a default by any Selling Stockholder or Selling Stockholders Default as referred to in this SectionSection 10, either you or each of the Representatives, the Company or, by joint action only, and the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Date Time for a period not exceeding seven days in order to effect any required changes change in the Registration Statement, the Time of Sale General Disclosure Package or the Prospectus or in any other documents or arrangements. .
(c) If the Company shall fail at the First Closing Date Time to sell and deliver the number of Securities which Shares that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting nondefaulting party; provided, however, that the provisions of Sections 1, 4, 6, 7 and 11 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.
Appears in 1 contract
Samples: Underwriting Agreement (New Residential Investment Corp.)
Default by one or more of the Selling Stockholders or the Company. (a) If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] a Selling Stockholder Shares shall fail at the First Closing Time or a Date of Delivery, as the case may be, to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderB hereto, then the Underwriters may may, at your optionthe option of the Representatives, by notice from you the Representatives to the Company and the non-defaulting Selling Stockholders, either (ai) terminate this Agreement without any liability on the part fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7, 8, 15,16 and 17 shall remain in full force and effect or (bii) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders and the Company have agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve any Selling Stockholder so defaulting from liability, if any, in respect of such default. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this SectionSection 11, either you or each of the Representatives and the Company or, by joint action only, the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Time or any Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes change in the Registration Statement, the Time of Sale General Disclosure Package or the Prospectus or in any other documents or arrangements. .
(b) If the Company shall fail at the First Closing Time or a Date of Delivery, as the case may be, to sell and deliver the number of Securities which that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting nondefaulting party; provided, however, that the provisions of Sections 1, 4, 6, 7, 8, 15, 16 and 17 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.
Appears in 1 contract
Default by one or more of the Selling Stockholders or the Company. (a) If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] a Selling Stockholder Shares shall fail at the First Closing Time or a Date of Delivery, as the case may be, to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are is obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderB hereto, then the Underwriters may may, at your optionthe option of the Representative, by notice from you the Representative to the Company and the non-defaulting Selling Stockholders, either (ai) terminate this Agreement without any liability on the part fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7, 8, 15, 16 and 17 shall remain in full force and effect or (bii) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders and the Company have agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve any Selling Stockholder so defaulting from liability, if any, in respect of such default. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this SectionSection 11, either you or each of the Representative, the Company or, by joint action only, and the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Time or any Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes change in the Registration Statement, the Time of Sale General Disclosure Package or the Prospectus or in any other documents or arrangements. .
(b) If the Company shall fail at the First Closing Time or a Date of Delivery, as the case may be, to sell and deliver the number of Securities which that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting nondefaulting party; provided, however, that the provisions of Sections 1, 4, 6, 7, 8, 15, 16 and 17 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.
Appears in 1 contract
Default by one or more of the Selling Stockholders or the Company. (a) If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] a Selling Stockholder Shares shall fail at on the First Closing Date or any Option Closing Date, as the case may be, to sell and deliver the number of Securities Shares which such Selling Stockholder or Selling Stockholders are is obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities Offered Shares to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderB hereto, then the Underwriters may may, at your optionthe option of the Representatives, by written notice from you the Representatives to the Company and the non-defaulting Selling Stockholders, either (ai) terminate this Agreement without any liability on the part fault of any non-defaulting party except that the provisions of Sections 1, 6, 9, 11, 12, 15 and 19 shall remain in full force and effect or (bii) elect to purchase the Securities Offered Shares which the Company and the non-defaulting Selling Stockholders and the Company have agreed to sell hereunder. No action taken pursuant to this Section 13 shall relieve any Selling Stockholder so defaulting from liability, if any, in respect of such default. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this SectionSection 13, either you or each of the Representatives, the Company or, by joint action only, and the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Date or any Option Closing Date, as the case may be, for a period not exceeding seven days in order to effect any required changes change in the Registration Statement, the Time of Sale Disclosure Package Prospectus or the Prospectus or in any other documents or arrangements. .
(b) If the Company shall fail at the First Closing Date or any Option Closing Date, as the case may be, to sell and deliver the number of Securities which Offered Shares that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting party; provided, however, that the provisions of Sections 1, 6, 9, 11, 12, 15 and 19 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.
Appears in 1 contract
Samples: Underwriting Agreement (Acadia Healthcare Company, Inc.)
Default by one or more of the Selling Stockholders or the Company. (a) If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] a Selling Stockholder Shares shall fail at the First Closing Time or at a Date of Delivery to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are is obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderB hereto, then the Underwriters may may, at your optionoption of the Representatives, by notice from you the Representatives to the Company and Xxxxxxxx & Xxxxxxxx LLP, as special counsel to the non-defaulting Other Selling Stockholders, either (ai) terminate this Agreement without any liability on the part fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect or (bii) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders and the Company have agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve any Selling Stockholder so defaulting from liability, if any, in respect of or arising from such default. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this SectionSection 11, either you or each of the Representatives, the Company or, by joint action only, and the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Time or Date of Delivery for a period not exceeding seven days in order to effect any required changes change in the Registration Statement, the Time of Sale Disclosure Package Statement or the Prospectus or in any other documents or arrangements. .
(b) If the Company shall fail at Closing Time or at the First Closing Date of Delivery to sell and deliver the number of Securities which that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting nondefaulting party; provided, however, that the provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.
Appears in 1 contract
Samples: Purchase Agreement (Sigmatel Inc)
Default by one or more of the Selling Stockholders or the Company. (a) If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] a Selling Stockholder Shares shall fail at the First Closing Time or a Date of Delivery, as the case may be, to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderB hereto, then the Underwriters may may, at your optionoption of the Representatives, by notice from you the Representatives to the Company and the non-defaulting Selling Stockholders, either (ai) terminate this Agreement without any liability on the part fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7, 8, 15, 16 and 17 shall remain in full force and effect or (bii) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders and the Company have agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve any Selling Stockholder so defaulting from liability, if any, in respect of such default. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this SectionSection 11, either you or each of the Representatives, and the Company or, by joint action only, and the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Time or any Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes change in the Registration Statement, the Time of Sale General Disclosure Package or the Prospectus or in any other documents or arrangements. .
(b) If the Company shall fail at the First Closing Time or a Date of Delivery, as the case may be, to sell and deliver the number of Securities which that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting party; provided, however, that the provisions of Sections 1, 4, 6, 7, 8, 15, 16 and 17 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.
Appears in 1 contract
Default by one or more of the Selling Stockholders or the Company. (a) If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] a Selling Stockholder Shares shall fail at the First Closing Time or at a Date of Delivery to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderB, then the Underwriters may may, at your optionoption of the Representatives, by notice from you the Representatives to the Company and the non-defaulting Selling StockholdersStockholder, either (a) terminate this Agreement without any liability on the part fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect or (b) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders Stockholder and the Company have agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve any Selling Stockholder so defaulting from liability, if any, in respect of such default. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this SectionSection 11, either you or each of the Representatives, the Company or, by joint action only, and the non-defaulting Selling Stockholders Stockholder shall have the right to postpone the First Closing Time or Date of Delivery for a period not exceeding seven days in order to effect any required changes change in the Registration Statement, the Time of Sale Disclosure Package Statement or the Prospectus or in any other documents or arrangements. .
(b) If the Company shall fail at Closing Time or at the First Closing Date of Delivery to sell and deliver the number of Securities which that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting party; provided, however, that the provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.
Appears in 1 contract
Samples: Purchase Agreement (Bally Total Fitness Holding Corp)
Default by one or more of the Selling Stockholders or the Company. (a) If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] a Selling Stockholder Shares shall fail at the First Closing Time or a Date of Delivery, as the case may be, to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderB hereto, then the Underwriters may may, at your optionoption of the Representatives, by notice from you the Representatives to the Company and the non-defaulting Selling Stockholders, either (ai) terminate this Agreement without any liability on the part fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7, 8, 15 and 16 shall remain in full force and effect or (bii) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders and the Company have agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve any Selling Stockholder so defaulting from liability, if any, in respect of such default. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this SectionSection 11, either you or each of the Representatives, the Company or, by joint action only, and the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Time or any Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes change in the Registration Statement, the Time of Sale General Disclosure Package or the Prospectus or in any other documents or arrangements. .
(b) If the Company shall fail at the First Closing Time or a Date of Delivery, as the case may be, to sell and deliver the number of Securities which that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting nondefaulting party; provided, however, that the provisions of Sections 1, 4, 6, 7, 8, 15 and 16 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.
Appears in 1 contract
Default by one or more of the Selling Stockholders or the Company. (a) If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] any Selling Stockholder Shares shall fail at the First Closing Time or at a Date of Delivery to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are is obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderB hereto, then the Underwriters may may, at your optionthe option of the Representative, by notice from you the Representative to the Company and the non-defaulting Selling Stockholders, either (ai) terminate this Agreement without any liability on the part fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect or (bii) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders and the Company have agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve any Selling Stockholder so defaulting from liability, if any, in respect of such default. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this SectionSection 11, either you or each of the Representative, the Company or, by joint action only, and the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Time or Date of Delivery, as applicable, for a period not exceeding seven days in order to effect any required changes change in the Registration Statement, the Time of Sale General Disclosure Package or the Prospectus or in any other documents or arrangements. ; provided that in the event of there is also an election by the non-defaulting Selling Stockholders to increase the number of Securities to be sold by them hereunder as described above and such non-defaulting Selling Stockholders are not able to complete the sale of the additional Securities within such seven-day period, the Underwriters may, at the option of the Representative, either (i) terminate this Agreement without any liability on the fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect or (ii) elect to purchase the Securities which the non-defaulting Selling Stockholders and the Company have agreed to sell hereunder.
(b) If the Company shall fail at the First Closing Time or at a Date of Delivery to sell and deliver the number of Securities which that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting party; provided, however, that the provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.
Appears in 1 contract
Default by one or more of the Selling Stockholders or the Company. (a) If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] a Selling Stockholder Shares shall fail at the First Closing Time or at a Date of Delivery to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderB hereto, then the Underwriters may may, at your optionoption of the Representatives, by notice from you the Representatives to the Company and the non-defaulting Selling Stockholders, Stockholders either (ai) terminate this Agreement without any liability on the part fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect or (bii) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders and the Company have agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve any Selling Stockholders so defaulting from liability, if any, in respect of such default. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this SectionSection 11, either you or each of the Representatives, the Company or, by joint action only, and the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Time or Date of Delivery for a period not exceeding seven days in order to effect any required changes require change in the Registration Statement, the Time of Sale Disclosure Package Statement or the Prospectus or in any other documents or arrangements. .
(b) If the Company shall fail at the First Closing Time or at a Date of Delivery to sell and deliver the number of Securities which that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting party; provided, however, that the provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from for liability, if any, in respect of such default.
Appears in 1 contract
Default by one or more of the Selling Stockholders or the Company. (a) If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] a Selling Stockholder Shares shall fail at the First Closing Time or at a Date of Delivery to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are is obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderB hereto, then the Underwriters may may, at your optionoption of the Representatives, by notice from you the Representatives to the Company and Xxxxxxxx & Xxxxxxxx LLP, as special counsel to the non-defaulting Selling Stockholders, either (ai) terminate this Agreement without any liability on the part fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect or (bii) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders and the Company have agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve any Selling Stockholder so defaulting from liability, if any, in respect of or arising from such default. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this SectionSection 11, either you or each of the Representatives, the Company or, by joint action only, and the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Time or Date of Delivery for a period not exceeding seven days in order to effect any required changes change in the Registration Statement, the Time of Sale Disclosure Package Statement or the Prospectus or in any other documents or arrangements. .
(b) If the Company shall fail at Closing Time or at the First Closing Date of Delivery to sell and deliver the number of Securities which that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting nondefaulting party; provided, however, that the provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.
Appears in 1 contract
Samples: Purchase Agreement (Sigmatel Inc)
