Common use of Default by the Company Clause in Contracts

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Closing Date, the Underwriters may at the Representative's option, by notice from the Representative to the Company, terminate the Underwriters' obligation to purchase Option Securities from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Closing Date, the Underwriters may at the Representative's Underwriters option, by notice from the Representative Underwriters to the Company, terminate the Underwriters' obligation several obligations to purchase Option Securities from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, 5 and Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Registered Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities Shares to be purchased on an Option Closing Date, the Underwriters may at the Representative's option, by notice from the Representative to the Company, terminate the Underwriters' obligation to purchase Option Securities Shares from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Closing Date, the Underwriters may at the Representative's option, by notice from the Representative to the Company, terminate the Underwriters' obligation to purchase Option Securities from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Registered Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities Shares to be purchased on an Option Closing Date, the Underwriters may at the Representative's optionUnderwriter may, by notice from the Representative to the Company, terminate the UnderwritersUnderwriter' obligation to purchase Option Securities Shares from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities Shares which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities Shares to be purchased on an Option Closing Date, the Underwriters may at the Representative's option, by notice from the Representative to the Company, terminate the Underwriters' obligation to purchase Option Securities Shares from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities Shares which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities Shares to be purchased on an Option Closing Date, the Underwriters may at the Representative's Representatives' option, by notice from the Representative Representatives to the Company, terminate the Underwriters' obligation to purchase Option Securities Shares from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Closing Date, the Underwriters may at the Representative's their option, by notice from the Underwriters or the Representative to the Company, terminate the Underwriters' obligation to purchase Option Securities from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Overallotment Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Overallotment Closing Date, the Underwriters Underwriter s may at the RepresentativeUnderwriter's option, by notice from the Representative Underwriter to the Company, terminate the Underwriters' obligation Underwriter's obligations to purchase Option Securities from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, 5 and Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Overallotment Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Overallotment Securities to be purchased on an Option Overallotment Closing Date, the Underwriters may at the Representative's Underwriters’ option, by notice from the Representative Underwriters to the Company, terminate the Underwriters' obligation ’ obligations to purchase Option Securities from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, 5 and Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities Shares which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities Shares to be purchased on an Option Closing Date, the Underwriters may at the Representative's their option, by notice from the Representative Underwriters to the Company, terminate the Underwriters' obligation to purchase Option Securities Shares from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Underwritten Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Closing Date, the Underwriters Representative may at the Representative's its option, by notice from the Representative to the Company, terminate the Underwriters' Representative's obligation to purchase Option Securities from the Company on such date) without any liability on the part of any the non-defaulting party other than pursuant to Section 5, Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 11 shall relieve the Company from liability, if any, in with respect of to such default.

Default by the Company. If the Company shall fail at on the Closing Date ---------------------- or at on any Option Closing Date, as applicable, to sell and deliver the number of Securities Shares which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities Shares to be purchased on an Option Closing Date, the Underwriters may may, at the Representative's Representatives' option, by notice from the Representative Representatives to the Company, terminate the Underwriters' obligation to purchase Option Securities Shares from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, Section 7 and Section 10 hereof. No ------- ------- ------- action taken pursuant to this Section 12 shall relieve the Company from ------- liability, if any, in respect of such default, including under Section 10(b) ------- hereof.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities Shares which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities Shares to be purchased on an Option Closing Date, the Underwriters may at the Representative's their option, by notice from the Underwriters or the Representative to the Company, terminate the Underwriters' obligation to purchase Option Securities Shares from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Registered Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Closing Date, the Underwriters may at the Representative's option, by notice from the Representative to the Company, terminate the Underwriters' obligation to purchase Option Securities from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Overallotment Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Overallotment Securities to be purchased on an Option Overallotment Closing Date, the Underwriters may at the Representative's Underwriters' option, by notice from the Representative Underwriters to the Company, terminate the Underwriters' obligation obligations to purchase Option Securities from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, 5 and Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Closing Date, the Underwriters may at the Representative's Representatives' option, by notice from the Representative Representatives to the Company, terminate the Underwriters' obligation to purchase Option Securities from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at on the Closing Date or at on any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities Shares to be purchased on an Option Closing Date, the Underwriters may may, at the Representative's ’s option, by notice from the Representative to the Company, terminate the Underwriters' ’ obligation to purchase Option Securities Shares from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, Section 7 Sections 5 and Section 10 8 hereof. No action taken pursuant to this Section 12 13 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities Shares which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities Shares to be purchased on an Option Closing Date, the Underwriters Underwriter may at the RepresentativeUnderwriter's option, by notice from the Representative Underwriter to the Company, terminate the Underwriters' Underwriter's obligation to purchase Option Securities Shares from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 56, Section 7 8, Section 9 and Section 10 11 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities Shares which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities Shares to be purchased on an Option Closing Date, the Underwriters Lead Representative may at the Lead Representative's option, by notice from the Lead Representative to the Company, terminate the Underwriters' obligation to purchase Option Securities Shares from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 58, Section 7 11 and Section 10 15 hereof. No action taken pursuant to this Section 12 16 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing ---------------------- Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Closing Date, the Underwriters may at the Representative's option, by notice from the Representative Representatives to the Company, terminate the Underwriters' obligation to purchase Option Securities from the Company on such date) without any liability on the part of any non-non- defaulting party other than pursuant to Section 5, Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at on the Closing Date or at on any Option Closing Date, as applicable, to sell and deliver the number of Securities Shares which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities Shares to be purchased on an Option Closing Date, the Underwriters may may, at the Representative's ’s option, by notice from the Representative to the Company, terminate the Underwriters' ’ obligation to purchase Option Securities Shares from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, Section 7 5 and Section 10 8 hereof. No action taken pursuant to this Section 12 13 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities Shares which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities Shares to be purchased on an Option Closing Date, the Underwriters may at the Representative's option, by notice from the Representative to the Company, terminate the Underwriters' obligation to purchase Option Securities Shares from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Closing Date, the Underwriters may at the Representative's their option, by notice from the Representative Underwriters to the Company, terminate the Underwriters' obligation to purchase Option Securities from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities Shares to be purchased on an Option Closing Date, the Underwriters may Underwriter may, at the Representative's its option, by notice from the Representative Underwriter to the Company, terminate the Underwriters' Underwriter's obligation to purchase Option Securities Shares from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 11 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company or any Selling Shareholder shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities Shares which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities Shares to be purchased on an Option Closing Date, the Underwriters may at the Representative's Underwriters' option, by notice from the Representative Underwriters to the Company, terminate the Underwriters' obligation to purchase Option Securities Shares from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 56, Section 7 8 and Section 10 11 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Overallotment Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Overallotment Closing Date, the Underwriters Underwriter may at the RepresentativeUnderwriter's option, by notice from the Representative Underwriter to the Company, terminate the Underwriters' obligation Underwriter's obligations to purchase Option Securities from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, 5 and Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Closing Date, the Underwriters Underwriter may at the Representative's its option, by notice from the Representative Underwriter to the Company, terminate the Underwriters' Underwriter's obligation to purchase Option Securities from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in with respect of to such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Firm Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Closing Date, the Underwriters may at the Representative's option, by notice from the Representative to the Company, terminate the Underwriters' obligation to purchase Option Securities from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section SECTION 5, Section SECTION 7 and Section SECTION 10 hereof. No action taken pursuant to this Section SECTION 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Registered Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities Shares to be purchased on an Option Closing Date, the Underwriters may at the Representative's Representatives' option, by notice from the Representative Representatives to the Company, terminate the Underwriters' obligation to purchase Option Securities Shares from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities Shares to be purchased on an Option Closing Date, the Underwriters may Underwriter may, at the Representative's its option, by notice from the Representative Underwriter to the Company, terminate the Underwriters' Underwriter's obligation to purchase Option Securities Shares from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section SECTION 5, Section SECTION 7 and Section SECTION 10 hereof. No action taken pursuant to this Section 12 SECTION 11 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities Units which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an any Option Closing Date, the Underwriters may at the Representative's option, by notice from the Representative to the Company, terminate the Underwriters' obligation to purchase Option Securities from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Closing Date, the Underwriters may at the Representative's option, by notice from the Underwriters or the Representative to the Company, terminate the Underwriters' obligation to purchase Option Securities from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Overallotment Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Overallotment Closing Date, the Underwriters may at the Representative's option, by notice from the Representative to the Company, terminate the Underwriters' obligation obligations to purchase Option Securities from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, 5 and Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Closing Date, the Underwriters Underwriter may at the Representative's option, by notice from the Representative to the Company, terminate the UnderwritersUnderwriter' obligation to purchase Option Securities from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Closing Date, the Underwriters may may, at the Representative's Representatives' option, by notice from the Representative Representatives to the Company, terminate the Underwriters' obligation to purchase Option Securities from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, Section SECTION 7 and Section 10 SECTION 8 hereof. No action taken pursuant to this Section 12 SECTION 11 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities Units to be purchased on an Option Closing Date, the Underwriters may Underwriter may, at the Representative's its option, by notice from the Representative Underwriter to the Company, terminate the Underwriters' Underwriter's obligation to purchase Option Securities Units from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 11 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any the Option Closing Date, as applicable, to sell and deliver the number of Securities Shares which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any the Option Securities Shares to be purchased on an the Option Closing Date, the Underwriters Underwriter may at the RepresentativeUnderwriter's option, by notice from the Representative Underwriter to the Company, terminate the Underwriters' Underwriter's obligation to purchase Option Securities Shares from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 11 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number respective numbers and types of Securities which that it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Closing Date, the Underwriters may at the Representative's option, by notice from the Representative to the Company, terminate the Underwriters' obligation to purchase Option Securities from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section Sections 5, Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities Units which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities Units to be purchased on an Option Closing Date, the Underwriters Underwriter may at the Representative's its option, by notice from the Representative Underwriter to the Company, terminate the Underwriters' obligation Underwriter's obligations to purchase Option Securities Units from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, 5 and Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing ---------------------- Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Closing Date, the Underwriters may at the Representative's option, by notice from the Representative to the Company, terminate the Underwriters' obligation to purchase Option Securities from the Company on such date) without any liability on the part of any non-non- defaulting party other than pursuant to Section 5, Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Closing Date, the Underwriters may may, at the Representative's Underwriters' option, by notice from the Representative Underwriters to the Company, terminate the Underwriters' obligation to purchase Option Securities from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section Sections 5, Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 11 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Overallotment Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Overallotment Closing Date, the Underwriters Underwriter may at the RepresentativeUnderwriter's option, by notice from the Representative Underwriter to the Company, terminate the Underwriters' obligation Underwriter's obligations to purchase Option Securities from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, Section SECTION 5 and SECTION 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Over allotment Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Over allotment Closing Date, the Underwriters Underwriter s may at the RepresentativeUnderwriter's option, by notice from the Representative Underwriter to the Company, terminate the Underwriters' obligation Underwriter's obligations to purchase Option Securities from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, 5 and Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Closing Date, the Underwriters Underwriter may at the RepresentativeUnderwriter's option, by notice from the Representative Underwriter to the Company, terminate the Underwriters' obligation Underwriter's several obligations to purchase Option Securities from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, Section 7 6 and Section 10 8 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities Shares which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities Shares to be purchased on an Option Closing Date, the Underwriters may at the Representative's Representatives' option, by notice from the Representative Representatives to the Company, terminate the Underwriters' obligation to purchase Option Securities Shares from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section SECTION 5, Section SECTION 7 and Section SECTION 10 hereof. No action taken pursuant to this Section 12 SECTION shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at on the Closing Date or at on any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities Shares to be purchased on an Option Closing Date, the Underwriters may may, at the Representative's Representatives' option, by notice from the Representative Representatives to the Company, terminate the Underwriters' obligation to purchase Option Securities Shares from the Company on such date) without any liability on the part of any non-non- defaulting party other than pursuant to Section 56, Section 7 9 and Section 10 13 hereof. No action taken pursuant to this Section 12 15 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing ---------------------- Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities Shares which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities Shares to be purchased on an Option Closing Date, the Underwriters may at the Representative's option, by notice from the Representative to the Company, terminate the Underwriters' obligation to purchase Option Securities Shares from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, Section 7 and Section 10 hereof. No ------- ------- ------- action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number respective numbers and types of Securities which that it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Closing Date, the Underwriters may at the Representative's Representatives' option, by notice from the Representative Representatives to the Company, terminate the Underwriters' obligation to purchase Option Securities from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5Sections 6, Section 7 8 and Section 10 11 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities Shares which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities Shares to be purchased on an Option Closing Date, the Underwriters may at the Representative's their option, by notice from the Underwriters or the Representative to the Company, terminate the Underwriters' obligation to purchase Option Securities Shares from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section SECTION 5, Section SECTION 7 and Section SECTION 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Closing Date, the Underwriters may at the Representative's Underwriters' option, by notice from the Representative Underwriters to the Company, terminate the Underwriters' obligation several obligations to purchase Option Securities from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, 5 and Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at on the Closing Date or at on any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities Shares to be purchased on an Option Closing Date, the Underwriters may may, at the Representative's ’s option, by notice from the Representative to the Company, terminate the Underwriters' ’ obligation to purchase Option Securities Shares from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, Section Sections 7 and Section 10 hereof. No action taken pursuant to this Section 12 15 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities Units to be purchased on an Option Closing Date, the Underwriters may Underwriter may, at the Representative's its option, by notice from the Representative Underwriter to the Company, terminate the Underwriters' Underwriter's obligation to purchase Option Securities Units from the Company on such date) without any 38 liability on the part of any non-defaulting party other than pursuant to Section 5, Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 11 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities ADSs to be purchased on an Option Closing Date, the Underwriters may at the Representative's option, by notice from the Representative to the Company, terminate the Underwriters' obligation to purchase Option Securities ADSs from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section SECTION 5, Section SECTION 7 and Section SECTION 10 hereof. No action taken pursuant to this Section SECTION 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Overallotment Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Overallotment Closing Date, the Underwriters Underwriter may at the Representative's Underwriters' option, by notice from the Representative Underwriter to the Company, terminate the Underwriters' obligation obligations to purchase Option Securities from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, 5 and Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities Shares which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities Shares to be purchased on an Option Closing Date, the Underwriters may at the Representative's Underwriters' option, by notice from the Representative Underwriters to the Company, terminate the Underwriters' obligation to purchase Option Securities Shares from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 56, Section 7 9 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Public Offering Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an any Option Closing Date, the Underwriters Underwriter may at the RepresentativeUnderwriter's option, by notice from the Representative Underwriter to the Company, terminate the Underwriters' Underwriter's obligation to purchase Option Securities from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.,

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Closing Date, the Underwriters may Underwriter may, at the Representative's its option, by notice from the Representative Underwriter to the Company, terminate the Underwriters' Underwriter's obligation to purchase Option Securities from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, . Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 11 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Closing Date, the Underwriters may may, at the Representative's their option, by notice from the Representative Underwriters to the Company, terminate the Underwriters' obligation to purchase Option Securities Notes from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section Sections 5, Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Closing Date, the Underwriters may at the Representative's option, by notice from the Representative to 45 AyurCore, Inc. Underwriting Agreement the Company, terminate the Underwriters' obligation to purchase Option Securities from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Closing Date, the Underwriters may at the Representative's Representatives' option, by notice from the Representative Representatives to the Company, terminate the Underwriters' obligation to purchase Option Securities from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section SECTION 5, Section SECTION 7 and Section SECTION 10 hereof. No action taken pursuant to this Section SECTION 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company or any Selling Stockholder shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities Shares which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities Shares to be purchased on an Option Closing Date, the Underwriters may at the Representative's Underwriters’ option, by notice from the Representative Underwriters to the Company, terminate the Underwriters' ’ obligation to purchase Option Securities Shares from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 57, Section 7 10, Section 11 and Section 10 13 hereof. No action taken pursuant to this Section 12 shall relieve the Company or any Selling Stockholders from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Overallotment Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Overallotment Closing Date, the Underwriters Representatives may at the Representative's Representatives' option, by notice from the Representative Representatives to the Company, terminate the Underwriters' obligation obligations to purchase Option Securities from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, 5 and Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Closing Date, the Underwriters may at the Representative's Representatives' option, by notice from the Representative Representatives to the Company, terminate the Underwriters' obligation to purchase Option Securities from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section SECTION 5, Section SECTION 7 and Section SECTION 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell and deliver hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities Shares to be purchased on an Option Closing Date, the Underwriters may at may, in the Representative's optionsole discretion, by notice from the Representative to the Company, terminate the Underwriters' obligation to purchase such Option Securities Shares from the Company on such date) without any with no liability whatsoever on the part of any non-defaulting party other than pursuant to Section 5Sections 6, Section 7 8 and Section 10 11 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities which Shares that it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities Shares to be purchased on an Option Closing Date, the Underwriters may at the Representative's Representatives' option, by notice from the Representative Representatives to the Company, terminate the Underwriters' obligation to purchase Option Securities Shares from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5Sections 7, Section 7 9, and Section 10 12 hereof. No action taken pursuant to this Section 12 14 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing ---------------------- Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Closing Date, the Underwriters may at the RepresentativeRepresentatives's option, by notice from the Representative Representatives to the Company, terminate the Underwriters' obligation to purchase Option Securities from the Company on such date) without any liability on the part of any non-non- defaulting party other than pursuant to Section 5, Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Closing Date, the Underwriters may at the Representative's Representatives' option, by notice from the Representative Representatives to the Company, terminate the Underwriters' obligation to purchase Option Securities from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number respective numbers and types of Securities which that it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Closing Date, the Underwriters may at the Representative's option, by notice from the Representative to the Company, terminate the Underwriters' obligation to purchase Option Securities from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5Sections 6, Section 7 8 and Section 10 11 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the ---------------------- Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Registered Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities Shares to be purchased on an Option Closing Date, the Underwriters may at the Representative's option, by notice from the Representative to the Company, terminate the Underwriters' obligation to purchase Option Securities Shares from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Public Offering Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an any Option Closing Date, the Underwriters Underwriter may at the RepresentativeUnderwriter's option, by notice from the Representative Underwriter to the Company, terminate the Underwriters' Underwriter's obligation to purchase Option Securities from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date 50 or at any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Closing Date, the Underwriters may at the Representative's option, by notice from the Representative to the Company, terminate the Underwriters' obligation to purchase Option Securities from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Closing Date, the Underwriters may at the Representative's option, by notice from the Representative to the Company, terminate the Underwriters' obligation to purchase Option Securities from the Company on such date) without any liability on the part of any non-non- defaulting party other than pursuant to Section 5, Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date ---------------------- or at any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Closing Date, the Underwriters Underwriter may at the RepresentativeUnderwriter's option, by notice from the Representative Underwriter to the Company, terminate the Underwriters' Underwriter's obligation to purchase Option Securities from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at on the Closing Date or at on any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities Shares to be purchased on an Option Closing Date, the Underwriters may may, at the Representative's ’s option, by notice from the Representative to the Company, terminate the Underwriters' ’ obligation to purchase Option Securities Shares from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, Section Sections 5 and 7 and Section 10 hereof. No action taken pursuant to this Section 12 11 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities Units to be purchased on an Option Closing Date, the Underwriters may Underwriter may, at the Representative's its option, by notice from the Representative Underwriter to the Company, terminate the Underwriters' Underwriter's obligation to purchase Option Securities Units from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section SECTION 5, Section SECTION 7 and Section SECTION 10 hereof. No action taken pursuant to this Section 12 SECTION 11 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at on the Closing Date or at on any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities Shares to be purchased on an Option Closing Date, the Underwriters may may, at the Representative's option, by notice from the Representative to the Company, terminate the Underwriters' obligation to purchase Option Securities Shares from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, Section 7 5 and Section 10 8 hereof. No action taken pursuant to this Section 12 13 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Closing Date, the Underwriters may Underwriters' may, at the Representative's option, by notice from the Representative to the Company, terminate the Underwriters' obligation to purchase Option Securities from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at on the Closing Date or at on any Option Closing Date, as applicable, to sell and deliver the number of Securities Shares which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities Shares to be purchased on an Option Closing Date, the Underwriters may may, at the Representative's option, by notice from the Representative to the Company, terminate the Underwriters' obligation to purchase Option Securities Shares from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, Section 7 5 and Section 10 8 hereof. No action taken pursuant to this Section 12 13 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities Units to be purchased on an Option Closing Date, the Underwriters may Representatives may, at the Representative's their option, by notice from the Representative Representatives to the Company, terminate the Underwriters' obligation to purchase Option Securities Units from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Closing Date, the Underwriters Representative may at the Representative's its option, by notice from the Representative to the Company, terminate the Underwriters' Representative's obligation to purchase Option Securities from the Company on such date) without any liability on the part of any the non-defaulting party other than pursuant to Section 5, Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in with respect of to such default.

Default by the Company. If the Company shall fail fails at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Closing Date, the Underwriters may at the Representative's their option, by notice from the Underwriters or the Representative to the Company, terminate the Underwriters' obligation to purchase Option Securities from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities Shares to be purchased on an Option Closing Date, the Underwriters may may, at the Representative's option, by notice from the Representative to the Company, terminate the Underwriters' obligation to purchase Option Securities Shares from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section SECTION 5, Section SECTION 7 and Section SECTION 10 hereof. No action taken pursuant to this Section 12 SECTION 11 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities Units which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Closing Date), the Underwriters Representative may at the Representative's option, by notice from the Representative to the Company, terminate the Underwriters' obligation several obligations to purchase Option Securities Units from the Company on such date) , without any liability on the part of any non-defaulting party other than pursuant to Section 5, Section 7 6 and Section 10 8 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date ---------------------- or at any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Closing Date, the Underwriters may may, at the Representative's their option, by notice from the Representative Underwriters to the Company, terminate the Underwriters' obligation to purchase Option Securities Notes from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section Sections 5, Section 7 and Section 10 hereof10. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Registered Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities Shares to be purchased on an Option Closing Date, the Underwriters may at the Representative's optionyou may, by notice from the Representative to the Company, terminate the Underwriters' obligation to purchase Option Securities Shares from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Closing Date, the Underwriters Representative may at the Representative's their option, by notice from the Representative to the Company, terminate the Underwriters' obligation to purchase Option Securities from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Closing Date, the Underwriters may Initial Purchasers may, at the Representative's its option, by notice from the Representative Initial Purchasers to the Company, terminate the UnderwritersInitial Purchasers' obligation to purchase Option Securities Preferred Stock from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section Sections 5, Section 7 and Section 10 9 hereof. No action taken pursuant to this Section 12 10 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Firm Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Closing Date, the Underwriters may at the Representative's option, by notice from the Representative to the Company, terminate the Underwriters' obligation to purchase Option Securities from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section SECTION 5, Section SECTION 7 38 and Section SECTION 10 hereof. No action taken pursuant to this Section SECTION 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date ---------------------- or at any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Closing Date, the Underwriters may at the Representative's option, by notice from the Representative to the Company, terminate the Underwriters' obligation to purchase Option Securities from the Company on such date) without any liability on the part of any non-non- defaulting party other than pursuant to Section 5, Section 7 and Section 10 hereof. No action taken ------- ------- ------- pursuant to this Section 12 shall relieve the Company from liability, if any, in ------- respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Closing Date, the Underwriters Representative may at the Representative's their option, by notice from the Representative to the Company, terminate the Underwriters' obligation to purchase Option Securities from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in with respect of to such default.

Default by the Company. If the Company shall fail at the Closing Date ---------------------- or at any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Closing Date, the Underwriters may at the Representative's option, by notice from the Representative to the Company, terminate the Underwriters' obligation to purchase Option Securities from the Company on such date) without any liability on the part of any non-non- defaulting party other than pursuant to Section 5, Section 7 and Section 10 ------- ------- ------- hereof. No action taken pursuant to this Section 12 shall relieve the Company ------- from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities Shares to be purchased on an Option Closing Date, the Underwriters may may, at the Representative's their option, by notice from the Representative Underwriters to the Company, terminate the Underwriters' obligation to purchase Option Securities Shares from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section SECTION 5, Section SECTION 7 and Section SECTION 10 hereof. No action taken pursuant to this Section 12 SECTION 11 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company or any Selling Stockholder shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities Shares which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities Shares to be purchased on an Option Closing Date, the Underwriters may at the Representative's Underwriters' option, by notice from the Representative Underwriters to the Company, terminate the Underwriters' obligation to purchase Option Securities Shares from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 57, Section 7 10, Section 11 and Section 10 13 hereof. No action taken pursuant to this Section 12 shall relieve the Company or any Selling Stockholders from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities Shares which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities Shares to be purchased on an Option Closing Date, the Underwriters may at the Representative's option, by notice from the Representative to the Company, terminate the Underwriters' obligation to purchase Option Securities Shares from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section SECTION 5, Section SECTION 7 and Section SECTION 10 hereof. No action taken pursuant to this Section 12 SECTION shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Closing Date, the Underwriters may at the Representative's Underwriters' option, by notice from the Representative Underwriters to the Company, terminate the Underwriters' obligation to purchase Option Securities from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section SECTION 5, Section SECTION 7 and Section SECTION 10 hereof. No action taken pursuant to this Section SECTION 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Closing Date, the Underwriters may Initial Purchaser may, at the Representative's its option, by notice from the Representative Initial Purchaser to the Company, terminate the Underwriters' Initial Purchaser's obligation to purchase Option Securities Debentures from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section Sections 5, Section 7 and Section 10 9 hereof. No action taken pursuant to this Section 12 10 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Closing Date, the Underwriters may at the Representative's Underwriters option, by notice from the Representative Underwriters to the Company, terminate the Underwriters' obligation several obligations to purchase Option Securities from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, Section SECTION 5 and SECTION 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at on the Closing Date or at on any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities Shares to be purchased on an Option Closing Date, the Underwriters may may, at the Representative's Underwriters’ option, by notice from the Representative Underwriters to the Company, terminate the Underwriters' ’ obligation to purchase Option Securities Shares from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, Section Sections 5 and 7 and Section 10 hereof. No action taken pursuant to this Section 12 11 shall relieve the Company from liability, if any, in respect of such default.

Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Closing Date, the Underwriters Underwriter may at the Representative's its option, by notice from the Representative Underwriter to the Company, terminate the Underwriters' Underwriter's obligation to purchase Option Securities from the Company on such date) without any liability on the part of any the non-defaulting party other than pursuant to Section 5, Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in with respect of to such default.