Common use of Default by One or More Underwriters Clause in Contracts

Default by One or More Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Underwriters' Securities which it has agreed to purchase under the Pricing Agreement relating to such Underwriters' Securities, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Underwriters' Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Underwriters' Securities, then the Corporation shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Underwriters' Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify the Corporation that they have so arranged for the purchase of such Underwriters' Securities, or the Corporation notifies the Representatives that it has so arranged for the purchase of such Underwriters' Securities, the Representatives or the Corporation shall have the right to postpone the Time of Delivery for such Underwriters' Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Corporation agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the opinion of the Representatives may thereby be made necessary. The term "Underwriter" as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to the Pricing Agreement with respect to such Designated Securities.

Default by One or More Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Underwriters' Securities Shares which it has agreed to purchase under the Pricing Agreement relating to such Underwriters' Securitieshereunder, the Representatives Representative may in their its discretion arrange for themselves or another party or other parties to purchase such Underwriters' Securities Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter the Representatives do Representative does not arrange for the purchase of such Underwriters' SecuritiesShares, then the Corporation Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to the Representatives Representative to purchase such Underwriters' Securities Shares on such terms. In the event that, within the respective prescribed periodperiods, the Representatives notify the Corporation that they have so arranged for the purchase of such Underwriters' Securities, or the Corporation Representative notifies the Representatives Company that it the Representative has so arranged for the purchase of such Underwriters' SecuritiesShares, or the Company notifies the Representative that the Company has so arranged for the purchase of such Shares, the Representatives Representative or the Corporation Company shall have the right to postpone its purchase of the Time of Delivery for such Underwriters' Securities Shares for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement Statement, the Time of Disclosure Package or the Prospectus as amended or supplementedFinal Prospectus, or in any other documents or arrangements, and the Corporation Company agrees to file promptly any amendments or supplements to the Registration Statement Statement, the Time of Sale Disclosure Package or the Final Prospectus which in the Representative’s opinion of the Representatives may thereby be made necessary. The term "“Underwriter" ” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to the Pricing this Agreement with respect to such Designated SecuritiesShares. (b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the Representative and the Company as provided in subsection (a) above, the aggregate number of such Shares which remain unpurchased does not exceed one-eleventh of the aggregate number of all the Shares to be purchased at the Closing Date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares which such Underwriter agreed to purchase hereunder at the Closing Date and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the Representative and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all of the Shares to be purchased at the Closing Date (other than by reason of any default on the part of the Company), or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Shares of a defaulting Underwriter or Underwriters, then the Company will have the right, by written notice given within the following 36-hour period to the Representative, to terminate this Agreement.

Default by One or More Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Underwriters' Securities Shares which it has agreed to purchase under the Pricing Agreement relating to such Underwriters' Securitieshereunder, the Representatives Representative may in their its discretion arrange for themselves or another party or other parties to purchase such Underwriters' Securities Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter the Representatives do Representative does not arrange for the purchase of such Underwriters' SecuritiesShares, then the Corporation Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to the Representatives Representative to purchase such Underwriters' Securities Shares on such terms. In the event that, within the respective prescribed periodperiods, the Representatives notify the Corporation that they have so arranged for the purchase of such Underwriters' Securities, or the Corporation Representative notifies the Representatives Company that it the Representative has so arranged for the purchase of such Underwriters' SecuritiesShares, or the Company notifies the Representative that the Company has so arranged for the purchase of such Shares, the Representatives Representative or the Corporation Company shall have the right to postpone its purchase of the Time of Delivery for such Underwriters' Securities Shares for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement Statement, the Time of Disclosure Package or the Prospectus as amended or supplementedFinal Prospectus, or in any other documents or arrangements, and the Corporation Company agrees to file promptly any amendments or supplements to the Registration Statement Statement, the Time of Sale Disclosure Package or the Final Prospectus which in the Representative’s opinion of the Representatives may thereby be made necessary. The term "“Underwriter" ” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to the Pricing this Agreement with respect to such Designated SecuritiesShares. (b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the Representative and the Company as provided in subsection (a) above, the aggregate number of such Shares which remain unpurchased does not exceed one-eleventh of the aggregate number of all the Shares to be purchased at the Time of Sale, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares which such Underwriter agreed to purchase hereunder at the Time of Sale and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the Representative and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all of the Shares to be purchased at the Time of Sale (other than by reason of any default on the part of the Company), or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Shares of a defaulting Underwriter or Underwriters, then the Company will have the right, by written notice given within the following 36-hour period to the Representative, to terminate this Agreement.

Default by One or More Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Underwriters' Securities Shares which it has agreed to purchase under the Pricing Agreement relating to such Underwriters' Securitieshereunder, the Representatives Representative may in their its discretion arrange for themselves or another party or other parties to purchase such Underwriters' Securities Shares on the terms contained herein. If within thirty-six (36) hours after such default by any Underwriter the Representatives do Representative does not arrange for the purchase of such Underwriters' SecuritiesShares, then the Corporation Company shall be entitled to a further period of thirty-six (36) hours within which to procure another party or other parties reasonably satisfactory to the Representatives Representative to purchase such Underwriters' Securities Shares on such terms. In the event that, within the respective prescribed periodperiods, the Representatives notify the Corporation that they have so arranged for the purchase of such Underwriters' Securities, or the Corporation Representative notifies the Representatives Company that it the Representative has so arranged for the purchase of such Underwriters' SecuritiesShares, or the Company notifies the Representative that the Company has so arranged for the purchase of such Shares, the Representatives Representative or the Corporation Company shall have the right to postpone its purchase of the Time of Delivery for such Underwriters' Securities Shares for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement Statement, the Time of Disclosure Package or the Prospectus as amended or supplementedFinal Prospectus, or in any other documents or arrangements, and the Corporation Company agrees to file promptly any amendments or supplements to the Registration Statement Statement, the Time of Sale Disclosure Package or the Final Prospectus which in the Representative’s opinion of the Representatives may thereby be made necessary. The term "“Underwriter" ” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to the Pricing this Agreement with respect to such Designated SecuritiesShares. (b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the Representative and the Company as provided in subsection (a) above, the aggregate number of such Shares which remain unpurchased does not exceed one-eleventh of the aggregate number of all the Shares to be purchased at the Closing Date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares which such Underwriter agreed to purchase hereunder at the Closing Date and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the Representative and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all of the Shares to be purchased at the Closing Date (other than by reason of any default on the part of the Company), or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Shares of a defaulting Underwriter or Underwriters, then the Company will have the right, by written notice given within the following 36-hour period to the Representative, to terminate this Agreement.

Default by One or More Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Underwriters' Securities Shares which it has agreed to purchase under the Pricing Agreement relating to such Underwriters' Securitieshereunder, the Representatives Representative may in their its discretion arrange for themselves or another party or other parties to purchase such Underwriters' Securities Shares on the terms contained herein. If within thirty-six (36) hours after such default by any Underwriter the Representatives do Representative does not arrange for the purchase of such Underwriters' SecuritiesShares, then the Corporation Company shall be entitled to a further period of thirty-six (36) hours within which to procure another party or other parties reasonably satisfactory to the Representatives Representative to purchase such Underwriters' Securities Shares on such terms. In the event that, within the respective prescribed periodperiods, the Representatives notify the Corporation that they have so arranged for the purchase of such Underwriters' Securities, or the Corporation Representative notifies the Representatives Company that it the Representative has so arranged for the purchase of such Underwriters' SecuritiesShares, or the Company notifies the Representative that the Company has so arranged for the purchase of such Shares, the Representatives or the Corporation Representative shall have the right to postpone its purchase of the Time of Delivery for such Underwriters' Securities Shares for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement Statement, the Time of Disclosure Package or the Prospectus as amended or supplementedFinal Prospectus, or in any other documents or arrangements, and the Corporation agrees Company agree to file promptly any amendments or supplements to the Registration Statement Statement, the Time of Sale Disclosure Package or the Final Prospectus which in the Representative’s opinion of the Representatives may thereby be made necessary. The term "“Underwriter" ” as used in this Agreement shall include any person substituted under this Section 11 with like effect as if such person had originally been a party to the Pricing this Agreement with respect to such Designated SecuritiesShares. (b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the Representative and the Company as provided in subsection (a) above, the aggregate number of such Shares which remain unpurchased does not exceed one-eleventh of the aggregate number of all the Shares to be purchased at the Closing Date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares which such Underwriter agreed to purchase hereunder at the Closing Date and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the Representative and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all of the Shares to be purchased at the Closing Date (other than by reason of any default on the part of the Company), or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Shares of a defaulting Underwriter or Underwriters, then the Company will have the right, by written notice given within the following 36-hour period to the Representative, to terminate this Agreement.

Default by One or More Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Underwriters' Firm Securities or Optional Securities which it has agreed to purchase under the Pricing Agreement relating to such Underwriters' Designated Securities, the Representatives may in their discretion may arrange for themselves or another party or other parties to purchase such Underwriters' Designated Securities on the terms contained herein. If within thirty-six 36 hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Underwriters' Firm Securities or Optional Securities, as the case may be, then the Corporation Company shall be entitled to a further period of thirty-six 36 hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Underwriters' Designated Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify the Corporation Company that they have so arranged for the purchase of such Underwriters' Designated Securities, or the Corporation Company notifies the Representatives that it has so arranged for the purchase of such Underwriters' Designated Securities, the Representatives or the Corporation Company shall have the right to postpone the Time of Delivery for such Underwriters' Designated Securities for a period of not more than seven days, in order to effect whatever changes thereby may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Corporation agrees to Company promptly will file promptly any amendments or supplements to the Registration Statement or the Prospectus which that in the opinion of the Representatives thereby may thereby be made necessary. The term "Underwriter" as used in this Agreement shall include any person substituted under this Section 8 with like effect as if such person had originally been a party to the Pricing Agreement with respect to such Designated Securities.

Default by One or More Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Underwriters' Securities Shares which it has agreed to purchase under the Pricing Agreement relating to such Underwriters' Securitieshereunder, the Representatives Representative may in their its discretion arrange for themselves or another party or other parties to purchase such Underwriters' Securities Shares on the terms contained herein. If within thirty-six (36) hours after such default by any Underwriter the Representatives do Representative does not arrange for the purchase of such Underwriters' SecuritiesShares, then the Corporation Company and the Selling Stockholders shall be entitled to a further period of thirty-six (36) hours within which to procure another party or other parties reasonably satisfactory to the Representatives Representative to purchase such Underwriters' Securities Shares on such terms. In the event that, within the respective prescribed periodperiods, the Representatives notify the Corporation that they have so arranged for the purchase of such Underwriters' Securities, or the Corporation Representative notifies the Representatives Company and the Selling Stockholders that it the Representative has so arranged for the purchase of such Underwriters' SecuritiesShares, or the Company or the Selling Stockholders notifies the Representative that the Company has so arranged for the purchase of such Shares, the Representatives Representative or the Corporation Selling Stockholders shall have the right to postpone its purchase of the Time of Delivery for such Underwriters' Securities Shares for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement Statement, the Time of Disclosure Package or the Prospectus as amended or supplementedProspectus, or in any other documents or arrangements, and the Corporation agrees Company and the Selling Stockholders agree to file promptly any amendments or supplements to the Registration Statement Statement, the Time of Sale Disclosure Package or the Prospectus which in the Representative’s opinion of the Representatives may thereby be made necessary. The term "“Underwriter" ” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to the Pricing this Agreement with respect to such Designated SecuritiesShares. (b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the Representative and the Company or the Selling Stockholders as provided in subsection (a) above, the aggregate number of such Shares which remain unpurchased does not exceed one-eleventh of the aggregate number of all the Shares to be purchased at the Closing Date, then the Selling Stockholders shall have the right to require each non-defaulting Underwriter to purchase the number of Shares which such Underwriter agreed to purchase hereunder at the Closing Date and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the Representative and the Company and the Selling Stockholders as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all of the Shares to be purchased at the Closing Date (other than by reason of any default on the part of the Company or the Selling Stockholders), or if the Company and the Selling Stockholders shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Shares of a defaulting Underwriter or Underwriters, then the Company and the Selling Stockholders will have the right, by written notice given within the following 36-hour period to the Representative, to terminate this Agreement.

Default by One or More Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Underwriters' Firm Securities or Optional Securities which it has agreed to purchase under the Pricing Agreement relating to such Underwriters' Designated Securities, the Representatives may in their discretion may arrange for themselves or another party or other parties to purchase such Underwriters' Designated Securities on the terms contained herein. If within thirty-six 36 hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Underwriters' Firm Securities or Optional Securities, as the case may be, then the Corporation Company shall be entitled to a further period of thirty-six 36 hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Underwriters' Designated Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify the Corporation Company that they have so arranged for the purchase of such Underwriters' Designated Securities, or the Corporation Company notifies the Representatives that it has so arranged for the purchase of such Underwriters' Designated Securities, the Representatives or the Corporation Company shall have the right to postpone the Time of Delivery for such Underwriters' Designated Securities for a period of not more than seven days, in order to effect whatever changes thereby may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Corporation agrees to Company promptly will file promptly any amendments or supplements to the Registration Statement or the Prospectus which that in the opinion of the Representatives thereby may thereby be made necessary. The term "Underwriter" as used in this Agreement shall include any person substituted under this Section 8 with like effect as if such person had originally been a party to the Pricing Agreement with respect to such Designated Securities. (b) If, after giving effect to any arrangements for the purchase of the Firm Securities or Optional Securities, as the case may be, of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 8(a), the aggregate principal amount of such Designated Securities that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Firm Securities or Optional Securities, as the case may be, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Firm Securities or Optional Securities, as the case may be, that such Underwriter agreed to purchase under the Pricing Agreement relating to such Firm Securities or Optional Securities, as the case may be, and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Firm Securities or Optional Securities, as the case may be, that such Underwriter agreed to purchase under such Pricing Agreement) of the Firm Securities or Optional Securities, as the case may be, of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Firm Securities or Optional Securities, as the case may be, of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 8(a), the aggregate principal amount of Firm Securities or Optional Securities, as the case may be, that remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Firm Securities or Optional Securities, as the case may be, as referred to in Section 8(b), or if the Company shall not exercise the right described in Section 8(b) to require non-defaulting Underwriters to purchase the Firm Securities or Optional Securities, as the case may be, of a defaulting Underwriter or Underwriters, then the Pricing Agreement relating to such Firm Securities or Optional Securities, as the case may be, shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 5 and the indemnity and contribution agreements in Section 7; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Default by One or More Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Underwriters' Securities Shares which it has agreed to purchase under the Pricing Agreement relating to such Underwriters' Securitieshereunder, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Underwriters' Securities Shares on the terms contained herein. If within thirty-six (36) hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Underwriters' SecuritiesShares, then the Corporation Company and the Selling Stockholders shall be entitled to a further period of thirty-six (36) hours within which to procure another party or other parties reasonably satisfactory to the Representatives to purchase such Underwriters' Securities Shares on such terms. In the event that, within the respective prescribed periodperiods, the Representatives notify the Corporation Company that they the Representatives have so arranged for the purchase of such Underwriters' SecuritiesShares, or the Corporation Company notifies the Representatives that it has the Company and the Selling Stockholders have so arranged for the purchase of such Underwriters' SecuritiesShares, the Representatives or the Corporation Company shall have the right to postpone their purchase of the Time of Delivery for such Underwriters' Securities Shares for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement Statement, The S-8 Registration Statement, the Time of Disclosure Package or the Prospectus as amended or supplementedFinal Prospectus, or in any other documents or arrangements, and the Corporation Company agrees to file promptly any amendments or supplements to the Registration Statement Statement, the S-8 Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus which in the Representatives’ opinion of the Representatives may thereby be made necessary. The term "“Underwriter" ” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to the Pricing this Agreement with respect to such Designated SecuritiesShares. (b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the Representatives, the Company and the Selling Stockholders as provided in subsection (a) above, the aggregate number of such Shares which remain unpurchased does not exceed one-eleventh of the aggregate number of all the Shares to be purchased at the Closing Date, then the Company and the Selling Stockholders shall have the right to require each non-defaulting Underwriter to purchase the number of Shares which such Underwriter agreed to purchase hereunder at the Closing Date and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the Representatives, the Company and the Selling Stockholders as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all of the Shares to be purchased at the Closing Date (other than by reason of any default on the part of the Company or the Selling Stockholders), or if the Company and the Selling Stockholders shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Shares of a defaulting Underwriter or Underwriters, then the Company will have the right, by written notice given within the following 36-hour period to the Representatives, to terminate this Agreement.

Default by One or More Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Underwriters' Firm Securities or Optional Securities which it has agreed to purchase under the Pricing Agreement relating to such Underwriters' Designated Securities, the Representatives may in their discretion may arrange for themselves or another party or other parties to purchase such Underwriters' Designated Securities on the terms contained herein. If within thirty-six 36 hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Underwriters' Firm Securities or Optional Securities, as the case may be, then the Corporation Company shall be entitled to a further period of thirty-six 36 hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Underwriters' Designated Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify the Corporation Company that they have so arranged for the purchase of such Underwriters' Designated Securities, or the Corporation Company notifies the Representatives that it has so arranged for the purchase of such Underwriters' Designated Securities, the Representatives or the Corporation Company shall have the right to postpone the Time of Delivery for such Underwriters' Designated Securities for a period of not more than seven days, in order to effect whatever changes thereby may thereby be made necessary in the Registration Statement Statement, the Statutory Prospectus or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Corporation agrees to Company promptly will file promptly any amendments or supplements to the Registration Statement Statement, the Statutory Prospectus or the Prospectus which that in the opinion of the Representatives thereby may thereby be made necessary. The term "“Underwriter" ” as used in this Agreement shall include any person substituted under this Section 8 with like effect as if such person had originally been a party to the Pricing Agreement with respect to such Designated Securities. (b) If, after giving effect to any arrangements for the purchase of the Firm Securities or Optional Securities, as the case may be, of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 8(a), the aggregate principal amount of such Designated Securities that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Firm Securities or Optional Securities, as the case may be, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Firm Securities or Optional Securities, as the case may be, that such Underwriter agreed to purchase under the Pricing Agreement relating to such Firm Securities or Optional Securities, as the case may be, and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Firm Securities or Optional Securities, as the case may be, that such Underwriter agreed to purchase under such Pricing Agreement) of the Firm Securities or Optional Securities, as the case may be, of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Firm Securities or Optional Securities, as the case may be, of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 8(a), the aggregate principal amount of Firm Securities or Optional Securities, as the case may be, that remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Firm Securities or Optional Securities, as the case may be, as referred to in Section 8(b), or if the Company shall not exercise the right described in Section 8(b) to require non-defaulting Underwriters to purchase the Firm Securities or Optional Securities, as the case may be, of a defaulting Underwriter or Underwriters, then the Pricing Agreement relating to such Firm Securities or Optional Securities, as the case may be, shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 5 and the indemnity and contribution agreements in Section 7; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Default by One or More Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Underwriters' Securities Shares which it has agreed to purchase under the Pricing Agreement relating to such Underwriters' Securitieshereunder, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Underwriters' Securities Shares on the terms contained herein. If within thirty-six (36) hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Underwriters' SecuritiesShares, then the Corporation Company and the Selling Stockholders shall be entitled to a further period of thirty-six (36) hours within which to procure another party or other parties reasonably satisfactory to the Representatives to purchase such Underwriters' Securities Shares on such terms. In the event that, within the respective prescribed periodperiods, the Representatives notify the Corporation Company that they the Representatives have so arranged for the purchase of such Underwriters' SecuritiesShares, or the Corporation Company notifies the Representatives that it has the Company and the Selling Stockholders have so arranged for the purchase of such Underwriters' SecuritiesShares, the Representatives or the Corporation Company shall have the right to postpone their purchase of the Time of Delivery for such Underwriters' Securities Shares for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the S-3 Registration Statement Statements, the S-8 Registration Statements, the Time of Disclosure Package or the Prospectus as amended or supplementedFinal Prospectus, or in any other documents or arrangements, and the Corporation Company agrees to file promptly any amendments or supplements to the S-3 Registration Statement Statements, the S-8 Registration Statements, the Time of Sale Disclosure Package or the Final Prospectus which in the Representatives’ opinion of the Representatives may thereby be made necessary. The term "“Underwriter" ” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to the Pricing this Agreement with respect to such Designated SecuritiesShares. (b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the Representatives, the Company and the Selling Stockholders as provided in subsection (a) above, the aggregate number of such Shares which remain unpurchased does not exceed one-eleventh of the aggregate number of all the Shares to be purchased at the Closing Date, then the Company and the Selling Stockholders shall have the right to require each non-defaulting Underwriter to purchase the number of Shares which such Underwriter agreed to purchase hereunder at the Closing Date and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the Representatives, the Company and the Selling Stockholders as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all of the Shares to be purchased at the Closing Date (other than by reason of any default on the part of the Company or the Selling Stockholders), or if the Company and the Selling Stockholders shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Shares of a defaulting Underwriter or Underwriters, then the Company will have the right, by written notice given within the following 36-hour period to the Representatives, to terminate this Agreement.

Default by One or More Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Underwriters' Securities which it has agreed to purchase under the Pricing Agreement relating to such UnderwritersUnder writers' Securities, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Underwriters' Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Underwriters' Securities, then the Corporation shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Underwriters' Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify the Corporation that they have so arranged for the purchase of such Underwriters' Securities, or the Corporation notifies the Representatives that it has so arranged for the purchase of such Underwriters' Securities, the Representatives or the Corporation shall have the right to postpone the Time of Delivery for such Underwriters' Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Corporation agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the opinion of the Representatives may thereby be made necessary. The term "Underwriter" as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to the Pricing Agreement with respect to such Designated Securities.Prospec-

Default by One or More Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Underwriters' Securities which it has agreed to purchase under the Pricing Agreement relating to such UnderwritersUnder writers' Securities, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Underwriters' Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Underwriters' Securities, then the Corporation shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Underwriters' Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify the Corporation that they have so arranged for the purchase of such Underwriters' Securities, or the Corporation notifies the Representatives that it has so arranged for the purchase of such Underwriters' Securities, the Representatives or the Corporation shall have the right to postpone the Time of Delivery for such Underwriters' Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Corporation agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the opinion of the Representatives may thereby be made necessary. The term "Underwriter" as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to the Pricing Agreement with respect to such Designated Securities.

Default by One or More Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Underwriters' Firm Securities or Optional Securities which it has agreed to purchase under the Pricing Agreement relating to such Underwriters' Designated Securities, the Representatives may in their discretion may arrange for themselves or another party or other parties to purchase such Underwriters' Designated Securities on the terms contained herein. If within thirty-six 36 hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Underwriters' Firm Securities or Optional Securities, as the case may be, then the Corporation Company shall be entitled to a further period of thirty-six 36 hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Underwriters' Designated Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify the Corporation Company that they have so arranged for the purchase of such Underwriters' Designated Securities, or the Corporation Company notifies the Representatives that it has so arranged for the purchase of such Underwriters' Designated Securities, the Representatives or the Corporation Company shall have the right to postpone the Time of Delivery for such Underwriters' Designated Securities for a period of not more than seven days, in order to effect whatever changes thereby may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Corporation agrees to Company promptly will file promptly any amendments or supplements to the Registration Statement or the Prospectus which that in the opinion of the Representatives thereby may thereby be made necessary. The term "Underwriter" as used in this Agreement shall include any person substituted under this Section 8 with like effect as if such person had originally been a party to the Pricing Agreement with respect to such Designated Securities. (b) If, after giving effect to any arrangements for the purchase of the Firm Securities or Optional Securities, as the case may be, of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 8(a), the aggregate number of such Designated Securities that remains unpurchased does not exceed one-eleventh of the aggregate number of the Firm Securities or Optional Securities, as the case may be, to be purchased at the respective Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Firm Securities or Optional Securities, as the case may be, that such Underwriter agreed to purchase under the Pricing Agreement relating to such Designated Shares and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Firm Securities or Optional Securities, as the case may be, that such Underwriter agreed to purchase under such Pricing Agreement) of the Firm Securities or Optional Securities, as the case may be, of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Firm Securities or Optional Securities, as the case may be, of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 9(a), the aggregate number of Firm Securities or Optional Securities, as the case may be, that remains unpurchased exceeds one-eleventh of the aggregate number of the Firm Securities or Optional Securities, as the case may be, to be purchased at the respective Time of Delivery, as referred to in Section 8(b), or if the Company shall not exercise the right described in Section 8(b) to require non-defaulting Underwriters to purchase Firm Securities or Optional Securities, as the case may be, of a defaulting Underwriter or Underwriters, then the Pricing Agreement relating to such Firm Securities or the Over-allotment Option relating to such Optional Securities, as the case may be, shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 5 and the indemnity and contribution agreements in Section 7; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Default by One or More Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Underwriters' Securities Firm Shares or Optional Shares which it has agreed to purchase under the Pricing Agreement relating to such Underwriters' SecuritiesDesignated Shares, the Representatives may in their discretion may arrange for themselves or another party or other parties to purchase such Underwriters' Securities Designated Shares on the terms contained herein. If within thirty-six 36 hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Underwriters' SecuritiesFirm Shares or Optional Shares, as the case may be, then the Corporation Company shall be entitled to a further period of thirty-six 36 hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Underwriters' Securities Designated Shares on such terms. In the event that, within the respective prescribed period, the Representatives notify the Corporation Company that they have so arranged for the purchase of such Underwriters' SecuritiesDesignated Shares, or the Corporation Company notifies the Representatives that it has so arranged for the purchase of such Underwriters' SecuritiesDesignated Shares, the Representatives or the Corporation Company shall have the right to postpone the Time of Delivery for such Underwriters' Securities Designated Shares for a period of not more than seven days, in order to effect whatever changes thereby may thereby be made necessary in the Registration Statement Statement, the General Disclosure Package or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Corporation agrees to Company promptly will file promptly any amendments or supplements to the Registration Statement Statement, the Statutory Prospectus or the Prospectus which that in the opinion of the Representatives thereby may thereby be made necessary. The term "“Underwriter" ” as used in this Agreement shall include any person substituted under this Section 8 with like effect as if such person had originally been a party to the Pricing Agreement with respect to such Designated SecuritiesShares. (b) If, after giving effect to any arrangements for the purchase of the Firm Shares or Optional Shares, as the case may be, of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 8(a), the aggregate number of such Designated Shares that remains unpurchased does not exceed one-eleventh of the aggregate number of the Firm Shares or Optional Shares, as the case may be, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Firm Shares or Optional Shares, as the case may be, that such Underwriter agreed to purchase under the Pricing Agreement relating to such Firm Shares or Optional Shares, as the case may be, and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Firm Shares or Optional Shares, as the case may be, that such Underwriter agreed to purchase under such Pricing Agreement) of the Firm Shares or Optional Shares, as the case may be, of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Firm Shares or Optional Shares, as the case may be, of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in Section 8(a), the aggregate number of Firm Shares or Optional Shares, as the case may be, that remains unpurchased exceeds one-eleventh of the aggregate number of the Firm Shares or Optional Shares, as the case may be, as referred to in Section 8(b), or if the Company shall not exercise the right described in Section 8(b) to require non-defaulting Underwriters to purchase the Firm Shares or Optional Shares, as the case may be, of a defaulting Underwriter or Underwriters, then the Pricing Agreement relating to such Firm Shares or Optional Shares, as the case may be, shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 5 and the indemnity and contribution agreements in Section 7; but nothing herein shall relieve a defaulting Underwriter from liability for its default.