Common use of Default by One Clause in Contracts

Default by One. or more of the Selling Shareholders or the ---------- -------------------------------------------------------- Company. -------- (a) If one or more of the Selling Shareholders shall fail at the Closing Time to sell and deliver the number of Securities which it or they, as the case may be, are obligated to sell under this Agreement on such date, and the remaining Selling Shareholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder on such date to the total number of shares to be sold by all Selling Shareholders (including such defaulting Selling Shareholder or Selling Shareholders, as the case may be) on such date, then the International Managers may, at the option of the Lead Managers, by notice from the Lead Managers to the Company and the non-defaulting Selling Shareholders, either (a) terminate this Agreement without any liability on the part of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7 and 8 hereof shall survive such termination and remain in full force and effect, or (b) elect to purchase the Securities which the non-defaulting Selling Shareholders have agreed to sell hereunder on such date. No action taken pursuant to this Section 11 shall relieve any Selling Shareholder so defaulting from liability, if any, in respect of such default. (b) If the Company shall fail at a Date of Delivery to sell and deliver the number of Securities that it is obligated to sell under this Agreement on such date, then the International Managers may, at the option of the Lead Managers, by notice from the Lead Managers to the Company and the Selling Shareholders, terminate this Agreement or, in the case of any Date of Delivery which occurs after the Closing Time, terminate the obligations of the International Managers to purchase the International Option Securities to be purchased on such Date of Delivery, in each case without any liability on the fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7 and 8 hereof shall survive any such termination of this Agreement and remain in full force and effect. No action taken pursuant to this Section 11 shall relieve the Company from liability, if any, in respect of such default. In the event of a default by any Selling Shareholder or the Company referred to in this Section 11 which does not result in the termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligations of the International Managers to purchase the relevant International Option Securities, as the case may be, either the Lead Managers or the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required change in the Registration Statement or Prospectuses or in any other documents or arrangements.

Appears in 1 contract

Samples: International Purchase Agreement (Us Foodservice/Md/)

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Default by One. or more of the Selling ------------------------------------- Shareholders or the ---------- -------------------------------------------------------- Company. --------. (a) If one or more of the a Selling Shareholders Shareholder shall --------------------------- fail at the Closing Time to sell and deliver the number of Securities which it such Selling Shareholder or they, as the case may be, Selling Shareholders are obligated to sell under this Agreement on such datehereunder, and the remaining Selling Shareholders do Company does not exercise the right hereby granted below to increase, pro rata or otherwise, increase the number of Securities to be sold by them it hereunder on such date to the total by that number of shares Securities that are not to be sold and delivered by all the Selling Shareholders (including such defaulting Selling Shareholder or Selling Shareholders, as the case may be) on such dateShareholder(s), then the International Managers Underwriters may, at the option of the Lead ManagersRepresentatives, by notice from the Lead Managers Representatives to the Company and the non-defaulting Selling Shareholders, either (a) terminate this Agreement without any liability on the part fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7 and 8 hereof shall survive such termination and remain in full force and effect, effect or (b) elect to purchase the Securities which the non-defaulting Selling Shareholders and the Company have agreed to sell hereunder on such datehereunder. No action taken pursuant to this Section 11 shall relieve any Selling Shareholder so defaulting from liability, if any, in respect of such default. (b. In the event the aggregate number of Securities which such Selling Shareholder(s) If the Company shall fail at a Date of Delivery have failed to sell and deliver (the "Defaulted Securities") does not exceed 10% of the number of Securities that it is obligated to sell under this Agreement on such date, then the International Managers may, at the option of the Lead Managers, be sold by notice from the Lead Managers to the Company and the all Selling Shareholders, terminate this Agreement orthe Company shall have the right (but not the obligation) to increase the number of Securities to be sold by it by an amount equal to the number of Defaulted Securities, in the case such right to be exercisable within 24 hours of any Date of Delivery which occurs after the Closing Time, terminate the obligations of the International Managers to purchase the International Option Securities to be purchased on such Date of Delivery, in each case without any liability on the fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7 and 8 hereof shall survive any such termination of this Agreement and remain in full force and effect. No action taken pursuant to this Section 11 shall relieve the Company from liability, if any, in respect of such default. In the event of a default by any Selling Shareholder or the Company as referred to in this Section 11 which does not result in the termination of this Agreement or11, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination each of the obligations of the International Managers to purchase the relevant International Option SecuritiesRepresentatives, as the case may be, either the Lead Managers or the Company and the non-defaulting Selling Shareholders shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, Delivery for a period not exceeding seven days in order to effect any required change in the Registration Statement or Prospectuses Prospectus or in any other documents or arrangements. (b) If the Company shall fail at Closing Time or at the Date of Delivery to sell the number of Securities that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting party; provided, however, that the provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company from liability, if any, in respect of such default.

Appears in 1 contract

Samples: Purchase Agreement (Mdu Resources Group Inc)

Default by One. or more More of the Selling Shareholders or the ---------- -------------------------------------------------------- Company. -------- (a) Underwriters --- ------------------------------------------ If one or more of the Selling Shareholders Underwriters shall fail at the Closing Time to sell and deliver purchase the number of Securities which that it or they, as the case may be, they are obligated to sell purchase under this Agreement on such date, and (the remaining Selling Shareholders do not exercise the right hereby granted to increase, pro rata or otherwise"Defaulted Securities"), the number Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of Securities to be sold by them hereunder on such date to the total number of shares to be sold by all Selling Shareholders (including such defaulting Selling Shareholder or Selling Shareholders, as the case may be) on such date, then the International Managers may, at the option of the Lead Managers, by notice from the Lead Managers to the Company and the non-defaulting Selling ShareholdersUnderwriters, either 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 Representatives shall not have completed such arrangements within such 24-hour period, then: (a) terminate if the number of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunder, 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 aggregate principal amount of the Securities to be purchased hereunder, this Agreement shall terminate without any liability on the part of any non-non- defaulting party except that the provisions of Sections 1, 4, 6, 7 and 8 hereof shall survive such termination and remain in full force and effect, or (b) elect to purchase the Securities which the non-defaulting Selling Shareholders have agreed to sell hereunder on such dateUnderwriter. No action taken pursuant to this Section 11 shall relieve any Selling Shareholder so defaulting Underwriter from liability, if any, liability in respect of such default. (b) If the Company shall fail at a Date of Delivery to sell and deliver the number of Securities that it is obligated to sell under this Agreement on such date, then the International Managers may, at the option of the Lead Managers, by notice from the Lead Managers to the Company and the Selling Shareholders, terminate this Agreement or, in the case of any Date of Delivery which occurs after the Closing Time, terminate the obligations of the International Managers to purchase the International Option Securities to be purchased on such Date of Delivery, in each case without any liability on the fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7 and 8 hereof shall survive any such termination of this Agreement and remain in full force and effect. No action taken pursuant to this Section 11 shall relieve the Company from liability, if any, in respect of such its default. In the event of a any such default by any Selling Shareholder or the Company referred to in this Section 11 which does not result in the termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligations of the International Managers to purchase the relevant International Option Securities, as the case may bethis Agreement, either the Lead Managers Representatives or the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required change changes in the Registration Statement or Prospectuses Prospectus or in any other documents or arrangements. As used herein, the term "Underwriter" includes any person substituted for an Underwriter under this Section 10.

Appears in 1 contract

Samples: Underwriting Agreement (Puget Sound Energy Inc)

Default by One. or more of the Selling Shareholders Stockholders or the ---------- -------------------------------------------------------- --------------------------------------------------------- Company. --------. (a) If one or more of the a Selling Shareholders Stockholder shall fail at the Closing Time or at a Date ------- of Delivery to sell and deliver the number of Securities which it or they, as the case may be, are such Selling Stockholder is obligated to sell under this Agreement on such datehereunder, and the remaining Selling Shareholders Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder on such date to the total number of shares to be sold by all Selling Shareholders (including such defaulting Selling Shareholder or Selling Shareholders, Stockholders as the case may be) on such dateset forth in Schedule B hereto, then the International Managers Underwriters may, at the option of the Lead ManagersRepresentatives, by notice from the Lead Managers Representatives to the Company and the non-defaulting Selling ShareholdersStockholders, either (a) terminate this Agreement without any liability on the part of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7 and 8 hereof shall survive such termination and remain in full force and effect, or (b) elect to purchase the Securities which the non-defaulting Selling Shareholders have agreed to sell hereunder on such date. No action taken pursuant to this Section 11 shall relieve any Selling Shareholder so defaulting from liability, if any, in respect of such default. (b) If the Company shall fail at a Date of Delivery to sell and deliver the number of Securities that it is obligated to sell under this Agreement on such date, then the International Managers may, at the option of the Lead Managers, by notice from the Lead Managers to the Company and the Selling Shareholders, terminate this Agreement or, in the case of any Date of Delivery which occurs after the Closing Time, terminate the obligations of the International Managers to purchase the International Option Securities to be purchased on such Date of Delivery, in each case without any liability on the fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7 and 8 hereof shall survive any such termination of this Agreement and remain in full force and effecteffect or (b) elect to purchase the Securities which the non-defaulting Selling Stockholders and the Company have agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve the Company any Selling Stockholder so defaulting from liability, if any, in respect of such default. In the event of a default by any Selling Shareholder or the Company Stockholder as referred to in this Section 11 which does not result in the termination of this Agreement or11, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination each of the obligations of the International Managers to purchase the relevant International Option SecuritiesRepresentatives, as the case may be, either the Lead Managers or the Company and the non-defaulting Selling Stockholders shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, Delivery for a period not exceeding seven days in order to effect any required change in the Registration Statement or Prospectuses Prospectus or in any other documents or arrangements. (b) If the Company shall fail at Closing Time or at the Date of Delivery to sell the number of Securities that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non- defaulting party; provided, however, that the provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company from liability, if any, in respect of such default.

Appears in 1 contract

Samples: Purchase Agreement (Infonet Services Corp)

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Default by One. or more of the Selling Shareholders or the ---------- -------------------------------------------------------- --------------------------------------------------------- Company. --------. (a) If one or more of the a Selling Shareholders Shareholder shall fail at the Closing Time or at a Date of ------- Delivery to sell and deliver the number of Securities which it such Selling Shareholder or they, as the case may be, Selling Shareholders are obligated to sell under this Agreement on such datehereunder, and the remaining Selling Shareholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder on such date to the total number of shares to be sold by all Selling Shareholders (including such defaulting Selling Shareholder or Selling Shareholders, as the case may be) on such dateset forth in Schedule B hereto, then the International Managers Underwriters may, at the option of the Lead ManagersRepresentative, by notice from the Lead Managers Representative to the Company and the non-non- defaulting Selling Shareholders, either (a) terminate this Agreement without any liability on the part fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7 and 8 hereof shall survive such termination and remain in full force and effect, effect or (b) elect to purchase the Securities which the non-defaulting Selling Shareholders and the Company have agreed to sell hereunder on such datehereunder. No action taken pursuant to this Section 11 shall relieve any Selling Shareholder so defaulting from liability, if any, in respect of such default. (b) If the Company shall fail at a Date of Delivery to sell and deliver the number of Securities that it is obligated to sell under this Agreement on such date, then the International Managers may, at the option of the Lead Managers, by notice from the Lead Managers to the Company and the Selling Shareholders, terminate this Agreement or, in the case of any Date of Delivery which occurs after the Closing Time, terminate the obligations of the International Managers to purchase the International Option Securities to be purchased on such Date of Delivery, in each case without any liability on the fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7 and 8 hereof shall survive any such termination of this Agreement and remain in full force and effect. No action taken pursuant to this Section 11 shall relieve the Company from liability, if any, in respect of such default. In the event of a default by any Selling Shareholder or the Company as referred to in this Section 11 which does not result in the termination of this Agreement or11, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination each of the obligations of the International Managers to purchase the relevant International Option SecuritiesRepresentative, as the case may be, either the Lead Managers or the Company and the non-defaulting Selling Shareholders shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, Delivery for a period not exceeding seven days in order to effect any required change in the Registration Statement or Prospectuses Prospectus or in any other documents or arrangements. (b) If the Company shall fail at Closing Time or at the Date of Delivery to sell the number of Securities that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any nondefaulting party; provided, however, that the provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company from liability, if any, in respect of such default.

Appears in 1 contract

Samples: Purchase Agreement (Network Access Solutions Corp)

Default by One. or more More of the Selling Shareholders Stockholders or the ---------- -------------------------------------------------------- ---------------------------------------------------------- Company. --------. (a) If one or more of the a Selling Shareholders Stockholder shall fail at the Closing Time or at a Date of ------- Delivery to sell and deliver the number of Securities which it or they, as the case may be, are such Selling Stockholder is obligated to sell under this Agreement on such datehereunder, and the remaining Selling Shareholders Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder on such date to the total number of shares to be sold by all Selling Shareholders (including such defaulting Selling Shareholder or Selling Shareholders, Stockholders as the case may be) on such dateset forth in Schedule B hereto, then the International Managers ---------- may, at the option of the Lead Managers, by notice from the Lead Managers to the Company and the non-defaulting Selling ShareholdersStockholders, either (ai) terminate this Agreement without any liability on the part of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7 and 8 hereof shall survive such termination and remain in full force and effect, or (b) elect to purchase the Securities which the non-defaulting Selling Shareholders have agreed to sell hereunder on such date. No action taken pursuant to this Section 11 shall relieve any Selling Shareholder so defaulting from liability, if any, in respect of such default. (b) If the Company shall fail at a Date of Delivery to sell and deliver the number of Securities that it is obligated to sell under this Agreement on such date, then the International Managers may, at the option of the Lead Managers, by notice from the Lead Managers to the Company and the Selling Shareholders, terminate this Agreement or, in the case of any Date of Delivery which occurs after the Closing Time, terminate the obligations of the International Managers to purchase the International Option Securities to be purchased on such Date of Delivery, in each case without any liability on the fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7 and 8 hereof shall survive any such termination of this Agreement and remain in full force and effecteffect or (ii) elect to purchase the Securities which the non-defaulting Selling Stockholders and the Company have agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve the Company any Selling Stockholder so defaulting from liability, if any, in respect of such default. In the event of a default by any Selling Shareholder or the Company Stockholder as referred to in this Section 11 which does not result in the termination of this Agreement or11, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination each of the obligations of the International Managers to purchase the relevant International Option SecuritiesLead Managers, as the case may be, either the Lead Managers or the Company and the non-defaulting Selling Stockholders shall have the right to postpone the Closing Time or the relevant Date of Delivery, as the case may be, Delivery for a period not exceeding seven days in order to effect any required change in the Registration Statement or Prospectuses or in any other documents or arrangements. (b) If the Company shall fail at the Closing Time to sell the number of Securities that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any nondefaulting party; provided, however, that the provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company from liability, if any, in respect of such default.

Appears in 1 contract

Samples: International Purchase Agreement (Tuesday Morning Corp/De)

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