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 Shares which it has agreed to purchase hereunder, the Representative may in its discretion arrange for another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six (36) hours after such default by any Underwriter the Representative does not arrange for the purchase of such Shares, then the 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 Representative to purchase such Shares on such terms. In the event that, within the respective prescribed periods, the Representative notifies the Company that the Representative has so arranged for the purchase of such Shares, or the Company notifies the Representative that the Company has so arranged for the purchase of such Shares, the Representative shall have the right to postpone its purchase of the Shares for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Time of Disclosure Package or the Final Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Time of Sale Disclosure Package or the Final Prospectus which in the Representative’s opinion 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 this Agreement with respect to such Shares. (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. If one or more of the Underwriters shall fail on the Closing Date or an Option Closing Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representative shall use reasonable best efforts, within 36 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 Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 36‑hour period, then: (a) If any Underwriter if the number of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securities to be purchased on such date, each of the non-defaulting Underwriters shall default in its obligation be obligated, severally and not jointly, to purchase the Shares 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 Securities exceeds 10% of the aggregate principal amount of Securities to be purchased on such date, this Agreement or, with respect to any Option Closing Date which it has agreed occurs after the Closing Date, the obligation of the Underwriters to purchase hereunderand of the Company to sell the Option Securities that were to have been purchased and sold on such Option Closing Date, the Representative may in its discretion arrange for another party or other parties to purchase such Shares shall terminate without liability on the terms contained hereinpart of any non-defaulting Underwriter. If within thirty-six (36) hours after such default by No action taken pursuant to this Section 8 shall relieve any defaulting Underwriter the Representative does not arrange for the purchase from liability in respect of such Shares, then the 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 Representative to purchase such Shares on such termsits default. In the event thatof any such default which does not result in a termination of this Agreement or, within in the respective prescribed periodscase of an Option Closing Date which is after the Closing Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, the Representative notifies the Company that the Representative has so arranged for the purchase of such Shares, or the Company notifies the Representative that the Company has so arranged for the purchase of such Shares, the Representative shall have the right to postpone its purchase of the Shares Closing Date or the relevant Option Closing Date, as the case may be, for a period of not more than exceeding seven days, days in order to effect whatever any required changes may thereby be made necessary in the Time of Registration Statement, the General Disclosure Package or the Final Prospectus, Prospectus or in any other documents or arrangements. As used herein, and the Company agrees to file promptly any amendments or supplements to the Time of Sale Disclosure Package or the Final Prospectus which in the Representative’s opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include includes any person substituted for an Underwriter under this Section 11 with like effect as if such person had originally been a party to this Agreement with respect to such Shares8. (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 on the Closing Time or any applicable Date of Delivery, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall default in its obligation be obligated to purchase the Shares which it has Securities that the defaulting Underwriter agreed but failed to purchase hereunderon the Closing Time or any applicable Date of Delivery in the respective proportions that the principal amount of Securities set opposite the name of each remaining non-defaulting Underwriter on Schedule I hereto bears to the total principal amount of Securities set opposite the names of all the remaining non-defaulting Underwriters on Schedule I hereto; provided, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities on the Closing Time or any applicable Date of Delivery, or if the aggregate principal amount of Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the aggregate principal amount of Securities to be purchased on the Closing Time or any applicable Date of Delivery. If the foregoing maximums are exceeded, the Representative may in its discretion arrange for another party remaining non-defaulting Underwriters, or those other parties to purchase such Shares on the terms contained herein. If within thirty-six (36) hours after such default by any Underwriter the Representative does not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of thirty-six (36) hours within which to procure another party or other parties reasonably Underwriters satisfactory to the Representative Underwriters who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased on the Closing Time or any applicable Date of Delivery. If other Underwriters are obligated or agree to purchase such Shares on such terms. In the event thatSecurities of a defaulting or withdrawing Underwriter, within either the respective prescribed periods, the Representative notifies the Company that the Representative has so arranged for the purchase of such Shares, remaining Underwriters or the Company notifies may postpone the Representative that the Company has so arranged Closing Time or any applicable Date of Delivery for the purchase of such Shares, the Representative shall have the right up to postpone its purchase of the Shares for a period of not more than seven days, five full business days in order to effect whatever any changes that in the opinion of counsel for the Company or counsel for the Underwriters may thereby be made necessary in the Time of Pricing Disclosure Package or Package, the Final Prospectus, Prospectus or in any other documents document or arrangements, and arrangement. If the Company agrees to file promptly any amendments remaining Underwriters or supplements other Underwriters satisfactory to the Underwriters do not elect to purchase the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase on the Closing Time or any applicable Date of Sale Disclosure Package Delivery, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Final Prospectus which Company. As used in this Agreement, the Representative’s opinion may thereby be made necessary. The term “Underwriter” as used in includes, for all purposes of this Agreement shall include unless the context requires otherwise, any person substituted under party not listed in Schedule I hereto that, pursuant to this Section 11 with like effect as if such person had originally been a party to this Agreement with respect to such Shares. (b) If11, after giving effect to any arrangements for the purchase of the Shares of purchases Securities that 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 agreed but failed 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 purchase. Nothing contained herein shall relieve a defaulting Underwriter from of any liability it may have to the Company for damages caused by 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. If one or more of the Underwriters shall fail on the Closing Date or an Option Closing Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the non-defaulting Underwriters shall use reasonable efforts, within 36 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 Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriters shall not have completed such arrangements within such 36-hour period, then: (a) If any Underwriter if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securities to be purchased on such date, each of the non-defaulting Underwriters shall default in its obligation be obligated, severally and not jointly, to purchase the Shares 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 aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of Securities to be purchased on such date, this Agreement or, with respect to any Option Closing Date which it has agreed occurs after the Closing Date, the obligation of the Underwriters to purchase hereunderand of the Transaction Entities to sell the Option Securities that were to have been purchased and sold on such Option Closing Date, the Representative may in its discretion arrange for another party or other parties to purchase such Shares shall terminate without liability on the terms contained hereinpart of any non-defaulting underwriter. If within thirty-six (36) hours after such default by No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter the Representative does not arrange for the purchase from liability in respect of such Shares, then the 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 Representative to purchase such Shares on such termsits default. In the event thatof any such default which does not result in a termination of this Agreement or, within in the respective prescribed periodscase of an Option Closing Date which is after the Closing Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Transaction Entities to sell the relevant Option Securities, as the case may be, the Representative notifies the Company that the Representative has so arranged for the purchase of such Shares, or the Company notifies the Representative that the Company has so arranged for the purchase of such Shares, the Representative Underwriters shall have the right to postpone its purchase of the Shares Closing Date or the relevant Option Closing Date, as the case may be, for a period of not more than exceeding seven days, days in order to effect whatever any required changes may thereby be made necessary in the Time of Registration Statement, the General Disclosure Package or the Final Prospectus, Prospectus or in any other documents or arrangements. As used herein, and the Company agrees to file promptly any amendments or supplements to the Time of Sale Disclosure Package or the Final Prospectus which in the Representative’s opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include includes any person substituted for an Underwriter under this Section 11 with like effect as if such person had originally been a party to this Agreement with respect to such Shares7. (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 or Underwriters default in its obligation or their obligations to purchase Shares hereunder on the Closing Date or any Option Closing Date and the aggregate number of Shares which it has that such defaulting Underwriter or Underwriters agreed but failed to purchase hereunderdoes not exceed 10% of the total number of Shares that the Underwriters are obligated to purchase on such Closing Date or Option Closing Date, as the case may be, the Representative Representatives may in its discretion arrange for another party or other parties make arrangements satisfactory to purchase such Shares on the terms contained herein. If within thirty-six (36) hours after such default by any Underwriter Company and, with respect to the Representative does not arrange Closing Date only, the Selling Shareholders, for the purchase of such SharesShares by other persons, then including any of the Company Underwriters, but if no such arrangements are made by such Closing Date or Option Closing Date, as the case may be, the non-defaulting Underwriters shall be entitled obligated severally, in proportion to a further period their respective commitments hereunder, to purchase the Shares that such defaulting Underwriters agreed but failed to purchase on such Closing Date or Option Closing Date, as the case may be. If any Underwriter or Underwriters so default and the aggregate number of thirty-six (36) hours within Shares with respect to which such default or defaults occur exceeds 10% of the total number of Shares that the Underwriters are obligated to procure another party purchase on such Closing Date or other parties reasonably Option Closing Date, as the case may be, and arrangements satisfactory to the Representative to purchase such Shares on such terms. In the event that, within the respective prescribed periodsRepresentatives, the Representative notifies Company and, with respect to the Company that Closing Date only, the Representative has so arranged Selling Shareholders, for the purchase of such SharesShares by other persons are not made within 36 hours after such default, this Agreement will terminate, without liability on the part of any non-defaulting Underwriter, the Company or the Company notifies the Representative that the Company has so arranged for the purchase of such SharesSelling Shareholders, the Representative shall have the right to postpone its purchase of the Shares for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Time of Disclosure Package or the Final Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Time of Sale Disclosure Package or the Final Prospectus which in the Representative’s opinion 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 this Agreement with respect to such Shares. (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 except 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 Section 13. Nothing herein shall will relieve a defaulting Underwriter from liability for its default. (cb) IfIn the event of any such default which does not result in a termination of this Agreement, after giving effect to any arrangements for either the purchase of the Shares of a defaulting Underwriter Representatives or Underwriters by the Representative and the Company as provided in subsection (a) above, shall have the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all of the Shares right to be purchased at postpone the Closing Date (other than by reason of or the relevant Option Closing Date, as the case may be, for a period not exceeding seven days, in order to effect 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 required changes to the Representative, to terminate Registration Statement or Prospectus or any other documents or arrangements. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More Underwriters. (a) If any Underwriter one or more of the Underwriters shall default in its obligation fail at the Closing Date or a Date of Delivery, as the case may be, to purchase the Shares which it has agreed or they are obligated to purchase hereunder, the Representative may in its discretion arrange for another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six (36) hours after such default by any Underwriter the Representative does not arrange for the purchase of such Shares, then the 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 Representative to purchase such Shares under this Agreement on such terms. In Closing Date or Date of Delivery (the event that, within the respective prescribed periods, the Representative notifies the Company that the Representative has so arranged for the purchase of such Shares, or the Company notifies the Representative that the Company has so arranged for the purchase of such Shares“Defaulted Securities”), the 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 Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 24-hour period, then: (a) if the number of Defaulted Securities does not exceed 10% of the total number of Shares that the Underwriters are obligated to purchase 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 Securities exceeds 10% of the total number of Shares that the Underwriters are obligated to purchase on such date, this Agreement or, with respect to any Date of Delivery which occurs after the Closing Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Shares to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 9 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 Date of Delivery which is after the Closing Date, 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 Representative or the Company shall have the right to postpone its purchase the Closing Date or the relevant Date of Delivery, as the Shares case may be, for a period of not more than exceeding seven days, days in order to effect whatever any required changes may thereby be made necessary in the Time of Disclosure Package Registration Statement or the Final Prospectus, Prospectus or in any other documents or arrangements. As used herein, and the Company agrees to file promptly any amendments or supplements to the Time of Sale Disclosure Package or the Final Prospectus which in the Representative’s opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include includes any person substituted for an Underwriter under this Section 11 with like effect as if such person had originally been a party to this Agreement with respect to such Shares9. (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 on the Closing Time or on any applicable Date of Delivery, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall default in its obligation be obligated to purchase the Shares which it has Securities that the defaulting Underwriter agreed but failed to purchase hereunderon the Closing Time or on any applicable Date of Delivery in the respective proportions that the principal amount of Securities set opposite the name of each remaining non-defaulting Underwriter on Schedule I hereto bears to the total principal amount of Securities set opposite the names of all the remaining non-defaulting Underwriters on Schedule I hereto; provided, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities on the Closing Time or on any applicable Date of Delivery, or if the aggregate principal amount of Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the aggregate principal amount of Securities to be purchased on the Closing Time or on any applicable Date of Delivery. If the foregoing maximums are exceeded, the Representative may in its discretion arrange for another party remaining non-defaulting Underwriters, or those other parties to purchase such Shares on the terms contained herein. If within thirty-six (36) hours after such default by any Underwriter the Representative does not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of thirty-six (36) hours within which to procure another party or other parties reasonably Underwriters satisfactory to the Representative Underwriters who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased on the Closing Time or on any applicable Date of Delivery. If other Underwriters are obligated or agree to purchase such Shares on such terms. In the event thatSecurities of a defaulting or withdrawing Underwriter, within either the respective prescribed periods, the Representative notifies the Company that the Representative has so arranged for the purchase of such Shares, remaining Underwriters or the Company notifies may postpone the Representative that the Company has so arranged Closing Time or any applicable Date of Delivery for the purchase of such Shares, the Representative shall have the right up to postpone its purchase of the Shares for a period of not more than seven days, five full business days in order to effect whatever any changes that in the opinion of counsel for the Company or counsel for the Underwriters may thereby be made necessary in the Time of Pricing Disclosure Package or Package, the Final Prospectus, Prospectus or in any other documents document or arrangements, and arrangement. If the Company agrees to file promptly any amendments remaining Underwriters or supplements other Underwriters satisfactory to the Time Underwriters do not elect to purchase: (a) the Firm Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase on the Closing Time, this Agreement shall terminate without liability on the part of Sale Disclosure Package any non-defaulting Underwriter or the Final Prospectus which Company; or (b) the Optional Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase on an applicable Date of Delivery, the non-defaulting Underwriters shall have the option to either: (i) terminate their obligation hereunder to purchase the Optional Securities to be sold on such applicable Date of Delivery without liability on the part of any non-defaulting Underwriter or the Company; or (ii) purchase not less than the principal amount of Optional Securities that such non-defaulting Underwriter would have been obligated to purchase in the Representative’s opinion may thereby be made necessaryabsence of such default. The As used in this Agreement, the term “Underwriter” as used in includes, for all purposes of this Agreement shall include unless the context requires otherwise, any person substituted under party not listed in Schedule I hereto that, pursuant to this Section 11 with like effect as if such person had originally been a party to this Agreement with respect to such Shares. (b) If11, after giving effect to any arrangements for the purchase of the Shares of purchases Securities that 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 agreed but failed 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 purchase. Nothing contained herein shall relieve a defaulting Underwriter from of any liability it may have to the Company for damages caused by 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. If one or more of the Underwriters shall fail on the Closing Date or an Option Closing Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representative shall use reasonable efforts, within 36 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 Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 36-hour period, then: (a) If any Underwriter if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securities to be purchased on such date, each of the non-defaulting Underwriters shall default in its obligation be obligated, severally and not jointly, to purchase the Shares 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 aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of Securities to be purchased on such date, this Agreement or, with respect to any Option Closing Date which it has agreed occurs after the Closing Date, the obligation of the Underwriters to purchase hereunderand of the Company to sell the Option Securities that were to have been purchased and sold on such Option Closing Date, the Representative may in its discretion arrange for another party or other parties to purchase such Shares shall terminate without liability on the terms contained hereinpart of any non-defaulting Underwriter. If within thirty-six (36) hours after such default by No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter the Representative does not arrange for the purchase from liability in respect of such Shares, then the 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 Representative to purchase such Shares on such termsits default. In the event thatof any such default which does not result in a termination of this Agreement or, within in the respective prescribed periodscase of an Option Closing Date which is after the Closing Date, which does not result in a termination of the Representative notifies obligation of the Underwriters to purchase and the Company that to sell the Representative has so arranged for relevant Option Securities, as the purchase of such Shares, or the Company notifies the Representative that the Company has so arranged for the purchase of such Sharescase may be, the Representative shall have the right to postpone its purchase of the Shares Closing Date or the relevant Option Closing Date, as the case may be, for a period of not more than exceeding seven days, days in order to effect whatever any required changes may thereby be made necessary in the Time of Registration Statement, the General Disclosure Package or the Final Prospectus, Prospectus or in any other documents or arrangements. As used herein, and the Company agrees to file promptly any amendments or supplements to the Time of Sale Disclosure Package or the Final Prospectus which in the Representative’s opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include includes any person substituted for an Underwriter under this Section 11 with like effect as if such person had originally been a party to this Agreement with respect to such Shares7. 8. (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. If one or more of the Underwriters shall fail on the Closing Date or an Option Closing Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representative shall use reasonable efforts, within 36 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 Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 36-hour period, then: (a) If any Underwriter if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securities to be purchased on such date, each of the non-defaulting Underwriters shall default in its obligation be obligated, severally and not jointly, to purchase the Shares 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 aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of Securities to be purchased on such date, this Agreement or, with respect to any Option Closing Date which it has agreed occurs after the Closing Date, the obligation of the Underwriters to purchase hereunderand of the Transaction Entities to sell the Option Securities that were to have been purchased and sold on such Option Closing Date, the Representative may in its discretion arrange for another party or other parties to purchase such Shares shall terminate without liability on the terms contained hereinpart of any non-defaulting underwriter. If within thirty-six (36) hours after such default by No action taken pursuant to this Section 7 shall relieve any defaulting Underwriter the Representative does not arrange for the purchase from liability in respect of such Shares, then the 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 Representative to purchase such Shares on such termsits default. In the event thatof any such default which does not result in a termination of this Agreement or, within in the respective prescribed periodscase of an Option Closing Date which is after the Closing Date, which does not result in a termination of the Representative notifies obligation of the Company that Underwriters to purchase and the Representative has so arranged for Transaction Entities to sell the purchase of such Sharesrelevant Option Securities, or as the Company notifies the Representative that the Company has so arranged for the purchase of such Sharescase may be, the Representative shall have the right to postpone its purchase of the Shares Closing Date or the relevant Option Closing Date, as the case may be, for a period of not more than exceeding seven days, days in order to effect whatever any required changes may thereby be made necessary in the Time of Registration Statement, the General Disclosure Package or the Final Prospectus, Prospectus or in any other documents or arrangements. As used herein, and the Company agrees to file promptly any amendments or supplements to the Time of Sale Disclosure Package or the Final Prospectus which in the Representative’s opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include includes any person substituted for an Underwriter under this Section 11 with like effect as if such person had originally been a party to this Agreement with respect to such Shares7. (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.