Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date to purchase the Shares which it or they are obligated to purchase under this Agreement (the “Defaulted Shares”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (a) if the number of Defaulted Shares does not exceed 10% of the number of Shares to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (b) if the number of Defaulted Shares exceeds 10% of the number of Shares to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company to sell, the Option Shares to be purchased and sold on such Secondary Closing Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Shares, as the case may be, either the (i) the Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Secondary Closing Date, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 8.
Appears in 3 contracts
Samples: Underwriting Agreement (Trinity Capital Inc.), Underwriting Agreement (Trinity Capital Inc.), Underwriting Agreement (Trinity Capital Inc.)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the total number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the total number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting UnderwriterUnderwriter (provided that if such Defaulted Securities relate to Option Securities after the Closing Time, this Agreement will not terminate as to the Initial Securities purchased prior to such termination). No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 3 contracts
Samples: Underwriting Agreement (Cousins Properties Inc), Underwriting Agreement (Cousins Properties Inc), Underwriting Agreement (Cousins Properties Inc)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(a) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(b) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company Selling Shareholders to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company and any Selling Shareholder shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 3 contracts
Samples: Purchase Agreement (RBC Bearings INC), Purchase Agreement (RBC Bearings INC), Purchase Agreement (RBC Bearings INC)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares which Securities that it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company to sell, the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 11 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which that does not result in a termination of this Agreement or, in the case of a Secondary Closing Date which of Delivery that is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company Selling Stockholders to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company and the Selling Stockholders shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven business days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 811.
Appears in 3 contracts
Samples: Underwriting Agreement (YETI Holdings, Inc.), Underwriting Agreement (YETI Holdings, Inc.), Underwriting Agreement (YETI Holdings, Inc.)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company to sell, the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company and any Selling Shareholder shall have the right to postpone the Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 811.
Appears in 3 contracts
Samples: Underwriting Agreement (Grocery Outlet Holding Corp.), Underwriting Agreement (Grocery Outlet Holding Corp.), Underwriting Agreement (Grocery Outlet Holding Corp.)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Shares”Securities"), the Representatives Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Representative shall not have completed such arrangements within such 24-hour period, then:
(a) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(b) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives Representative or (ii) the Company shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 810.
Appears in 2 contracts
Samples: Purchase Agreement (Vectren Corp), Common Stock Purchase Agreement (Vectren Corp)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Representative shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company to sell, the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery, shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives Representative or (ii) the Company any Selling Stockholder shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 2 contracts
Samples: Underwriting Agreement (Garrison Capital Inc.), Underwriting Agreement (Garrison Capital Inc.)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Representative shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives Representative or (ii) the Company and any Selling Shareholder shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 2 contracts
Samples: Purchase Agreement (TomoTherapy Inc), Purchase Agreement (TomoTherapy Inc)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Representative shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company to sell, the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives Representative or (ii) the Company and any Selling Shareholder shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 2 contracts
Samples: Underwriting Agreement (MP Materials Corp. / DE), Underwriting Agreement (Cal-Maine Foods Inc)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Representative shall not have completed such arrangements within such 24-hour period, then:
(a) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(b) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company Selling Shareholders to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives Representative or (ii) the Company and any Selling Shareholder shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 2 contracts
Samples: Purchase Agreement (RBC Bearings INC), Purchase Agreement (RBC Bearings INC)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Representative shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives Representative or (ii) the Company and any Selling Shareholder shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 2 contracts
Samples: Underwriting Agreement (Funtalk China Holdings LTD), Purchase Agreement (Archipelago Learning, Inc.)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company Selling Stockholders to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company Selling Stockholders to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company and any Selling Stockholder shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 2 contracts
Samples: Purchase Agreement (Verisk Analytics, Inc.), Purchase Agreement (Verisk Analytics, Inc.)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares which Securities that it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if. If, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(a) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(b) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which that does not result in a termination of this Agreement or, in the case of a Secondary Closing Date which of Delivery that is after the Closing Time, which that does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company and any Selling Shareholder shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 2 contracts
Samples: Underwriting Agreement (Access National Corp), Underwriting Agreement (Access National Corp)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company Selling Stockholder to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company any Selling Stockholder shall have the right to postpone the Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 2 contracts
Samples: Purchase Agreement (Sunstone Hotel Investors, Inc.), Purchase Agreement (Sunstone Hotel Investors, Inc.)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company to sell, the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company Huntsman Holdings to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company and the Selling Shareholders shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 811.
Appears in 2 contracts
Samples: Underwriting Agreement (Venator Materials PLC), Underwriting Agreement (Venator Materials PLC)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Shares”Securities"), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(a) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(b) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which that does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company and any Selling Stockholder shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 810.
Appears in 2 contracts
Samples: Purchase Agreement (Oriental Financial Group Inc), Purchase Agreement (Oriental Financial Group Inc)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company to sell, the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which that does not result in a termination of this Agreement or, in the case of a Secondary Closing Date which of Delivery that is after the Closing Time, which that does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) (A) the Company and any Selling Shareholder shall have the right to postpone the Closing Time or (B) the Company shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 2 contracts
Samples: Underwriting Agreement (Karyopharm Therapeutics Inc.), Underwriting Agreement (Karyopharm Therapeutics Inc.)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Shares”Securities"), the Representatives Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Representative shall not have completed such arrangements within such 24-hour period, then:
(a) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(b) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company Trust to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company Trust to sell the relevant Option SharesSecurities, as the case may be, either the (i) Representative or the Representatives or (ii) the Company Trust shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 810.
Appears in 2 contracts
Samples: Purchase Agreement (Blackrock Limited Duration Income Trust), Purchase Agreement (Blackrock Strategic High Yield Trust)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Shares”Securities"), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(a) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(b) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company and any Selling Stockholder shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 810.
Appears in 2 contracts
Samples: Purchase Agreement (Bally Total Fitness Holding Corp), Purchase Agreement (Armor Holdings Inc)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810. SECTION 11. [Intentionally Omitted.]
Appears in 2 contracts
Samples: Purchase Agreement (Catalytic Capital Investment Corp), Purchase Agreement (Catalytic Capital Investment Corp)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Representative shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company Selling Stockholders to sell, the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery, shall terminate without liability on the part of any non-defaulting UnderwriterUnderwriter (except that if such default occurs with respect to Option Securities after the Closing Time, this Agreement will not terminate as to Securities purchased prior to such termination). No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives Representative or (ii) the Company and any Selling Stockholder shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 2 contracts
Samples: Underwriting Agreement (Erickson Air-Crane Inc), Underwriting Agreement (Erickson Air-Crane Inc)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Representative shall not have completed such arrangements within such 24-hour period, thenthen the Company shall be entitled to a further period of 24 hours within which to procure other persons satisfactory to the Representative to purchase Defaulted Securities upon such terms. After giving effect to any arrangement for the purchase of the Defaulted Securities by the Representative and the Company as provided in the preceding sentence:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company [and the Selling Stockholders] to sell, the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of the Company or any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company [and the Selling Stockholders] to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives Representative or (ii) the Company and any Selling Stockholder shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 2 contracts
Samples: Underwriting Agreement, Underwriting Agreement (E2open Inc)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Representative shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company to sell, the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery, shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives Representative or (ii) the Company and the Selling Shareholders shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 2 contracts
Samples: Purchase Agreement (Keyw Holding Corp), Purchase Agreement (Keyw Holding Corp)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Shares”Securities"), the Representatives Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Representative shall not have completed such arrangements within such 24-hour period, then:
(a) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(b) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company Fund to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company Fund to sell the relevant Option SharesSecurities, as the case may be, either the (i) Representative or the Representatives or (ii) the Company Fund shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 810.
Appears in 2 contracts
Samples: Purchase Agreement (Gabelli Dividend & Income Trust), Purchase Agreement (Advent Claymore Convertible Securities & Income Fund)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company to sell, the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. The foregoing sentence shall survive any termination of this Agreement. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company and any Selling Shareholder shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Final Prospectus Prospectuses or in any other documents or arrangements. As used hereinthroughout this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 2 contracts
Samples: Purchase Agreement (Mitel Networks Corp), Purchase Agreement (Mitel Networks Corp)
Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing any Date of Delivery to purchase the Shares which it or they are obligated to purchase under this Agreement (the “Defaulted Shares”), the Representatives Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Underwriters shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares does not exceed 10% of the number of Shares to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares exceeds 10% of the number of Shares to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Shares to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. .
(b) No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. .
(c) In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Shares, as the case may be, either the (i) the Representatives Underwriters or (ii) the Company shall have the right to postpone the Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 811.
Appears in 2 contracts
Samples: Underwriting Agreement (Prospect Capital Corp), Underwriting Agreement (Prospect Energy Corp)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Shares”Securities"), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(a) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(b) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company to sell, purchase the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company and the Selling Stockholder shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 810.
Appears in 2 contracts
Samples: Purchase Agreement (Equity Corp International), Purchase Agreement (Service Corporation International)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company to sell, the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company Selling Shareholder to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company and the Selling Shareholder shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 811.
Appears in 2 contracts
Samples: Underwriting Agreement (Venator Materials PLC), Underwriting Agreement (Venator Materials PLC)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of or arising from its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 2 contracts
Samples: Purchase Agreement (Sigmatel Inc), Purchase Agreement (Sigmatel Inc)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 2 contracts
Samples: Purchase Agreement (Ares Capital Corp), Purchase Agreement (Ares Capital Corp)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Representative shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company to sell, the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives Representative or (ii) the Company and any Selling Shareholder shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 2 contracts
Samples: Underwriting Agreement (CuriosityStream Inc.), Underwriting Agreement (CuriosityStream Inc.)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company and any Selling Shareholder shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 2 contracts
Samples: Underwriting Agreement (Safety-Kleen, Inc), Underwriting Agreement (TBS International LTD)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(a) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(b) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company and any Selling Shareholder shall have the right to postpone the Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 2 contracts
Samples: Underwriting Agreement (Le Gaga Holdings LTD), Underwriting Agreement (Nobao Renewable Energy Holdings LTD)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company to sell, the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company and any Selling Shareholder shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 2 contracts
Samples: Underwriting Agreement (Allison Transmission Holdings Inc), Underwriting Agreement (Masergy Communications Inc)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Representative shall not have completed such arrangements within such 24-hour period, then:
(a) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(b) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives Representative or (ii) the Company Company, the Controlling Shareholder and any Selling Shareholder shall have the right to postpone the Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 2 contracts
Samples: Underwriting Agreement (SinoTech Energy LTD), Underwriting Agreement (SinoTech Energy LTD)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares which Securities that it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(a) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(b) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company Selling Shareholder to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company Selling Shareholder to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company and the Selling Shareholder shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 810.
Appears in 2 contracts
Samples: Purchase Agreement (Phoenix Companies Inc/De), Purchase Agreement (Hilb Rogal & Hamilton Co /Va/)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(a) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(b) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which that does not result in a termination of this Agreement or, in the case of a Secondary Closing Date which of Delivery that is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company and any Selling Shareholder shall have the right to postpone the Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 8.or
Appears in 2 contracts
Samples: Underwriting Agreement (Talmer Bancorp, Inc.), Underwriting Agreement (Talmer Bancorp, Inc.)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company and any Selling Stockholder shall have the right to postpone the Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 2 contracts
Samples: Underwriting Agreement (GNC Corp), Underwriting Agreement (GNC Corp)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Shares”Securities"), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(a) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(b) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company and any Selling Shareholder shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 810.
Appears in 2 contracts
Samples: Purchase Agreement (Entegris Inc), Purchase Agreement (Play by Play Toys & Novelties Inc)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and the Company of Apax to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company Apax to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company and any Selling Stockholder shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 2 contracts
Samples: Purchase Agreement (Rue21, Inc.), Purchase Agreement (Rue21, Inc.)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Representative shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company to sell, the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives Representative or (ii) the Company and any Selling Stockholder shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 2 contracts
Samples: Underwriting Agreement (Angie's List, Inc.), Purchase Agreement (Meru Networks Inc)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company Selling Shareholders to sell, the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery, shall terminate without liability on the part of any non-defaulting Underwriter. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except for the payment of expenses as expressly set forth in Section 4. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 2 contracts
Samples: Underwriting Agreement (Berry Plastics Group Inc), Underwriting Agreement (Berry Plastics Group Inc)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company and any Selling Shareholder shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 2 contracts
Samples: Purchase Agreement (Lincoln Educational Services Corp), Purchase Agreement (Lincoln Educational Services Corp)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company to sell, the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company or the Selling Shareholders, other than the payment of expenses as set forth in Section 4. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company and any Selling Shareholder shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 2 contracts
Samples: Underwriting Agreement (Bloomin' Brands, Inc.), Underwriting Agreement (Bloomin' Brands, Inc.)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company to sell, the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company Selling Stockholders to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company and any Selling Stockholder shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 1 contract
Samples: Underwriting Agreement (WisdomTree Investments, Inc.)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing any Date of Delivery to purchase the Shares which it or they are obligated to purchase under this Agreement (the “Defaulted Shares”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(a) if the number of Defaulted Shares does not exceed 10% of the number of Shares to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(b) if the number of Defaulted Shares exceeds 10% of the number of Shares to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the Underwriters shall have the right, but not the obligation, to purchase severally but not jointly, the full amount thereof, and if not so purchased in full, the obligation of the Underwriters to purchase, purchase and of the Company Fund to sell, sell the Option Shares to be purchased and sold on such Secondary Closing Date of Delivery, shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company Fund to sell the relevant Option Shares, as the case may be, either Lxxxxx Brothers and Sxxxxx Xxxxxxxx, on the (i) one hand, or the Representatives or (ii) Fund, on the Company other, shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 1 contract
Samples: Underwriting Agreement (Tortoise Energy Capital Corp)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company to sell, the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company and any Selling Stockholder shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 811.
Appears in 1 contract
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 1 contract
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Shares”Securities"), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(a) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(b) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Secondary Closing Date, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 8.and any
Appears in 1 contract
Samples: Shares of Common Stock Purchase Agreement (Provant Inc)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Shares”Securities"), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(a) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(b) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statements or the Final Prospectus or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 810.
Appears in 1 contract
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Representative shall not have completed such arrangements within such 24-24 hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and of the Company to sell, the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery, shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives Representative or (ii) the Company and the Selling Stockholder shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 1 contract
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Shares”Securities"), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(a) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(b) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company and the Selling Stockholders shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 810.
Appears in 1 contract
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery, shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company and any Selling Shareholder shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 1 contract
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Shares”Securities"), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if. If, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(a) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(b) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery, shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company and the Selling Shareholders to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company and the Selling Shareholders shall have the right to postpone the Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 810.
Appears in 1 contract
Samples: Purchase Agreement (American Axle & Manufacturing Holdings Inc)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(a) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(b) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company and the Selling Shareholder shall have the right to postpone the Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 1 contract
Samples: Underwriting Agreement (Giant Interactive Group Inc.)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Representative shall not have completed such arrangements within such 24-hour period, then:
(a) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(b) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i1) the Representatives Representative or (ii2) the Company shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 1 contract
Samples: Underwriting Agreement (WashingtonFirst Bankshares, Inc.)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Shares”Securities"), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-non- defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(a) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(b) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 810.
Appears in 1 contract
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company and any Selling Shareholder shall have the right to postpone the Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 1 contract
Samples: Underwriting Agreement (Tongjitang Chinese Medicines Co)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwritersunderwriter, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement orAgreement, or with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting UnderwriterUnderwriters. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event this Agreement is terminated pursuant to Section 10(ii) above, the Company, subject to Section 4(b), shall be relieved from its obligation to reimburse the Underwriter’s for all of their out-of-pocket expenses incurred, including the reasonable fees and disbursements of counsel for the Underwriters. In the event of any such default which does not result in a termination of this Agreement Agreement, or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 1 contract
Samples: Purchase Agreement (Tortoise Capital Resources Corp)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Shares”Securities"), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting UnderwritersUnderwriters or the Sub-underwriter, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(a) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such datehereunder, each of the non-defaulting Underwriters or the Sub-Underwriter shall be obligated, each severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting UnderwritersUnderwriters or the Sub-Underwriter, or
(b) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery, shall terminate without liability on the part of any non-defaulting Underwriter or the Sub-Underwriter. No action taken pursuant to this Section 8 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement orAgreement, or in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company shall have the right to postpone the Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package U.S. Prospectus or the Final Canadian Prospectus or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 810.
Appears in 1 contract
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company PAHC to sell, the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company PAHC to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company and any Selling Shareholder shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 1 contract
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company and any Selling Stockholder shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 1 contract
Samples: Underwriting Agreement (American Capital Agency Corp)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares which it or they are obligated to purchase under this Agreement (the “Defaulted Shares”), the Representatives Representative(s) shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Representative(s) shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares does not exceed 10% of the number of Shares to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares exceeds 10% of the number of Shares to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Shares to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Shares, as the case may be, either the (i) the Representatives Representative(s) or (ii) the Company and any Selling Stockholder shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 1 contract
Samples: Underwriting Agreement (Ctpartners Executive Search LLC)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Shares”Securities"), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-non- defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and the Company of ShopKo to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery, shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company ShopKo to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company (together with ShopKo, in the case of a Date of Delivery which is after the Closing Time) shall have the right to postpone the Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 810.
Appears in 1 contract
Samples: Purchase Agreement (Provantage Health Services Inc)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Shares”Securities"), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(a) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(b) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company Selling Stockholder to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company Selling Stockholder to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company and any Selling Stockholder shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 810.
Appears in 1 contract
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company Selling Shareholders to sell, the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company or the Selling Shareholders, other than the payment of expenses as set forth in Section 4. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company Selling Shareholders to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company and any Selling Shareholder shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 1 contract
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Shares”Securities"), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company Selling Shareholder to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company and the Selling Shareholder shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangementsarrangements as based on the advice of counsel to such party. As used herein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 810.
Appears in 1 contract
Samples: Purchase Agreement (American Commercial Lines Inc.)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company to sell, the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company and any Selling Shareholder shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 1 contract
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company Trust to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company Trust to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an a Underwriter under this Section 811.
Appears in 1 contract
Samples: Purchase Agreement (Macquarie Infrastructure CO LLC)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(a1) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(b2) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company Selling Stockholders to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 11 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company Selling Stockholders to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company and any Selling Stockholder shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 811.
Appears in 1 contract
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Shares”Securities"), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability to the Company, the Selling Shareholders or any non-defaulting Underwriter in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company Selling Shareholders to sell the relevant Option SharesSecurities, as the case may be, either any of the (i) the Representatives or Representatives, (ii) the Company or (iii) the Selling Shareholders shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangementsarrangements that, based on the advice of counsel to such party, may be required. As used herein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 810.
Appears in 1 contract
Samples: Purchase Agreement (Navteq Corp)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Shares”Securities"), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the 44 non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(a) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(b) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company and any Selling Shareholder shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 810.
Appears in 1 contract
Samples: Purchase Agreement (Versatility Inc)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Shares”Securities"), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-24 hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-non defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-non defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company Selling Shareholders to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-non defaulting Underwriter. No action taken pursuant to this Section 8 10 shall relieve any defaulting Underwriter from liability in respect of or arising from its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company Selling Shareholders to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company Company, LLC and any Selling Shareholder shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 810.
Appears in 1 contract
Samples: Purchase Agreement (Valor Communications Group Inc)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company to sell, the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company Selling Securityholder to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company or the Selling Securityholder shall have the right to postpone Closing Time or the relevant Secondary Closing Date, as the case may beDate of Delivery respectively, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 1 contract
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company to sell, the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company and any Selling Shareholder shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 8Section 10.
Appears in 1 contract
Samples: Underwriting Agreement (Victory Capital Holdings, Inc.)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company to sell, the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company and any Selling Shareholder, as the case may be, shall have the right to postpone Closing Time or the relevant Secondary Closing Date, as the case may beDate of Delivery respectively, for a period not exceeding seven 7 days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 1 contract
Samples: Underwriting Agreement (Perry Ellis International Inc)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company to sell, the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company or the attorneys-in-fact for the Selling Shareholders shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 1 contract
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(a) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(b) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company Fund to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company Fund to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company Fund shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 1 contract
Samples: Purchase Agreement (Delaware Enhanced Global Dividend & Income Fund)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Shares”Securities"), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(a) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, each severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(b) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company Selling Shareholder to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company Selling Shareholder to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company and the Selling Shareholder shall have the right to postpone the Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package U.S. Prospectus or in the Final Canadian Prospectus or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 8Section.
Appears in 1 contract
Samples: Purchase Agreement (Thomson Corp)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares which Securities that it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(a) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(b) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 811.
Appears in 1 contract
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date Time of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(a) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(b) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date Time of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date Time of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which that does not result in a termination of this Agreement or, in the case of a Secondary Closing Date which Time of Delivery that is after the Closing Time, which that does not result in a termination of the obligation of the Underwriters to purchase and the Company and the Selling Shareholders to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company and any Selling Shareholder shall have the right to postpone the Closing Time or the relevant Secondary Closing DateTime of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “UnderwriterUnderwriters” includes any person substituted for an Underwriter under this Section 810.
Appears in 1 contract
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Shares, as the case may beSecurities, either the (i) the Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 1 contract
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Shares”Securities"), the Representatives Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Representative shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Shares to be purchased and sold on such Secondary Closing Date of Delivery, shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Shares, as the case may be, either the (i) the Representatives Representative or (ii) the Company shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 810.
Appears in 1 contract
Samples: Underwriting Agreement (New Plan Excel Realty Trust Inc)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company Company, any Principal Shareholder and any Selling Shareholder shall have the right to postpone the Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 1 contract
Samples: Underwriting Agreement (ChinaCache International Holdings Ltd.)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company to sell, the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company and the selling shareholders, acting severally and not jointly, to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company and any Selling Shareholder shall have the right to postpone the Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 1 contract
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Shares”Securities"), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(a) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(b) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company Selling Shareholder to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company Selling Shareholder to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company and the Selling Shareholder shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any person substituted for an a Underwriter under this Section 810.
Appears in 1 contract
Samples: Purchase Agreement (Wellpoint Health Networks Inc /Ca/)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date to purchase the Shares which it or they are obligated to purchase under this Agreement (the “Defaulted Shares”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(a) if the number of Defaulted Shares does not exceed 10% of the number of Shares to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(b) if the number of Defaulted Shares exceeds 10% of the number of Shares to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company to sell, the Option Shares to be purchased and sold on such Secondary Closing Date shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Shares, as the case may be, either the (i) the Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Secondary Closing Date, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 1 contract
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing the Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; , if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(a) i. if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(b) ii. if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing the Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing the Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing the Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company Selling Shareholders to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company or the Attorney-in-Fact for the Selling Shareholders, as the case may be, shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 1 contract
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Representative shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives Representative or (ii) the Company shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 815.
Appears in 1 contract
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Representative shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company to sell, the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives Representative or (ii) the Company and any Selling Stockholder shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 1 contract
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Shares”Securities"), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company and any Selling Stockholder shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 810.
Appears in 1 contract
Samples: Purchase Agreement (Blue Nile Inc)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares which Securities that it or they are obligated to purchase under this Agreement (the “"Defaulted Shares”Securities"), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(a) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(b) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date which of Delivery that occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and the Company to sell, of the Option Shares Securities Selling Shareholders to sell the Option Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which that does not result in a termination of this Agreement or, in the case of a Secondary Closing Date which of Delivery that is after the Closing Time, which that does not result in a termination of the obligation of the Underwriters to purchase and the Company Option Securities Selling Shareholders to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company and any Selling Shareholder shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 810.
Appears in 1 contract
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Representative shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company to sell, the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives Representative or (ii) the Company and the Selling Stockholder shall have the right to postpone the Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
Appears in 1 contract
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Shares”Securities"), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(a) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(b) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery, shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company and any Selling Shareholder shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 810.
Appears in 1 contract
Samples: Purchase Agreement (Lets Talk Cellular & Wireless Inc)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Shares”Securities"), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(a) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(b) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus Prospectuses or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 810.
Appears in 1 contract
Samples: Purchase Agreement (Pivotal Corp)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Shares”Securities"), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, ; or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company and any Selling Shareholder shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 810.
Appears in 1 contract
Samples: Purchase Agreement (CSK Auto Corp)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company to sell, the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company and the Selling Stockholder shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 813.
Appears in 1 contract
Samples: Underwriting Agreement (Metaldyne Performance Group Inc.)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(a) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(b) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company and the Selling Shareholders, shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 810.
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Samples: Purchase Agreement (Pantry Inc)
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Shares”Securities"), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(a) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(b) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 8.Registration
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Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Secondary Closing Date of Delivery to purchase the Shares Securities which it or they are obligated to purchase under this Agreement (the “Defaulted SharesSecurities”), the Representatives Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Representative shall not have completed such arrangements within such 24-hour period, then:
(ai) if the number of Defaulted Shares Securities does not exceed 10% of the number of Shares Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(bii) if the number of Defaulted Shares Securities exceeds 10% of the number of Shares Securities to be purchased on such date, this Agreement or, with respect to any Secondary Closing Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Company to sell, sell the Option Shares Securities to be purchased and sold on such Secondary Closing Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Secondary Closing Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company Selling Stockholders to sell the relevant Option SharesSecurities, as the case may be, either the (i) the Representatives Representative or (ii) the Company and any Selling Stockholder shall have the right to postpone Closing Time or the relevant Secondary Closing DateDate of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Disclosure Package Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 8.10A.
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