Common use of Default by the Selling Shareholder or the Company Clause in Contracts

Default by the Selling Shareholder or the Company. (a) If the Selling Shareholder shall fail at Closing Time to sell and deliver the number of Securities which the Selling Shareholder is obligated to sell hereunder, then the Underwriters may, at the option of the Representatives, by notice from the Representatives to the Company, either (a) terminate this Agreement without any liability on the fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect or (b) elect to purchase the Securities which the Company has agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve the Selling Shareholder so defaulting from liability, if any, in respect of such default. In the event of a default by the Selling Shareholder as referred to in this Section 11, each of the Representatives and the Company shall have the right to postpone Closing Time for a period not exceeding seven days in order to effect any required change in the Registration Statement or Prospectus or in any other documents or arrangements.

Appears in 3 contracts

Samples: Underwriting Agreement (Taylor Capital Group Inc), Underwriting Agreement (Taylor Capital Group Inc), Underwriting Agreement (Taylor Capital Group Inc)

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Default by the Selling Shareholder or the Company. (a) If the Selling Shareholder shall fail at the Closing Time or at a Date of Delivery to sell and deliver the number of Securities which the such Selling Shareholder is obligated to sell hereunder, then the Underwriters Underwriter may, at the option of the Representatives, by notice from the Representatives Underwriter to the Company, either (ai) terminate this Agreement without any liability on the fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect or (bii) elect to purchase the Securities which the Company Selling Shareholder has agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve the such Selling Shareholder so defaulting from liability, if any, in respect of such default. In the event of a default by the Selling Shareholder as referred to in this Section 11, each of the Representatives Underwriter and the Company shall have the right to postpone the Closing Time or such Date of Delivery for a period not exceeding seven days in order to effect any required change in the Registration Statement Statement, the General Disclosure Package or Prospectus or in any other documents or arrangements.

Appears in 2 contracts

Samples: Underwriting Agreement (Team Health Holdings Inc.), Underwriting Agreement (Team Health Holdings Inc.)

Default by the Selling Shareholder or the Company. (a) If the Selling Shareholder shall fail at Closing Time or at a Date of Delivery to sell and deliver the number of Securities which the Selling Shareholder is obligated to sell hereunder, then the Underwriters may, at the option of the Representatives, by notice from the Representatives to the Company, either (a) terminate this Agreement without any liability on the fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect or (b) elect to purchase the Securities which the Company has have agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve the Selling Shareholder so defaulting from liability, if any, in respect of such default. In the event of a default by the Selling Shareholder as referred to in this Section 11, each of the Representatives and the Company shall have the right to postpone Closing Time or Date of Delivery for a period not exceeding seven days in order to effect any required change in the Registration Statement or Prospectus or in any other documents or arrangements.

Appears in 2 contracts

Samples: Purchase Agreement (Hilb Rogal & Hamilton Co /Va/), Purchase Agreement (Phoenix Companies Inc/De)

Default by the Selling Shareholder or the Company. (a) If the Selling Shareholder shall fail at the Closing Time or at a Date of Delivery to sell and deliver the number of Securities which the Selling Shareholder is obligated to sell hereunder, then the Underwriters may, at the option of the Representatives, by notice from the Representatives to the Company, either (ai) terminate this Agreement without any liability on the fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect or (bii) elect to purchase the Securities which the Company has agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve the Selling Shareholder so defaulting from liability, if any, in respect of such default. In the event of a default by the Selling Shareholder as referred to in this Section 11, each of the Representatives and the Company shall have the right to postpone the Closing Time or such Date of Delivery for a period not exceeding seven days in order to effect any required change in the Registration Statement or Prospectus or in any other documents or arrangements.

Appears in 1 contract

Samples: Underwriting Agreement (Team Health Holdings LLC)

Default by the Selling Shareholder or the Company. (a) If the Selling Shareholder shall fail at Closing Time or at a Date of Delivery to sell and deliver the number of Securities which the Selling Shareholder is obligated to sell hereunder, then the Underwriters may, at the option of the Representatives, by notice from the Representatives to the Company, either (ai) terminate this Agreement without any liability on the fault part of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect or (bii) elect to purchase the Securities which the Company has agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve the Selling Shareholder so defaulting from liability, if any, liability in respect of such default. In the event of a default by the Selling Shareholder as referred to in this Section 11Section, each of the Representatives and the Company shall have the right to postpone Closing Time or the relevant Date of Delivery for a period not exceeding seven days in order to effect any required change in the Registration Statement or Prospectus or in any other documents or arrangements.

Appears in 1 contract

Samples: Purchase Agreement (Savvis Communications Corp)

Default by the Selling Shareholder or the Company. (a) ------------------------------------------------- If the Selling Shareholder shall fail at Closing Time or at a Date of Delivery to sell and deliver the number of Securities which the Selling Shareholder is obligated to sell hereunder, then the Underwriters International Managers may, at the option of the RepresentativesLead Managers, by notice from the Representatives Lead Managers to the Company, either (a) terminate this Agreement without any liability on the fault part of any non-non- defaulting party except that the provisions of Sections 1, 4, 6, 6 and 7 and 8 shall remain in full force and effect or (b) elect to purchase the Securities which the Company has agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve the Selling Shareholder so defaulting from liability, if any, liability in respect of such default. In the event of a default by the Selling Shareholder as referred to in this Section 11Section, each of the Representatives Lead Managers and the Company shall have the right to postpone the Closing Time or the relevant Date of Delivery for a period not exceeding seven days in order to effect any required change in the Registration Statement or Prospectus or in any other documents or arrangements.

Appears in 1 contract

Samples: International Purchase Agreement (Teleport Communications Group Inc)

Default by the Selling Shareholder or the Company. (a) If the Selling Shareholder shall fail at the Closing Time to sell and deliver the number of Securities which the Selling Shareholder is obligated to sell hereunder, then the Underwriters Underwriter may, at the option of the Representatives, by notice from the Representatives Underwriter to the Company, either (ai) terminate this the Underwriting Agreement without any liability on the fault of any non-defaulting party except that the provisions of Sections 1, 45, 68, 7 9 and 8 10 shall remain in full force and effect or (bii) elect to purchase the Securities which the Company Selling Shareholder has agreed to sell hereunder. No action taken pursuant to this Section 11 13 shall relieve the Selling Shareholder so defaulting from liability, if any, in respect of such default. In the event of a default by the Selling Shareholder as referred to in this Section 1113, each of the Representatives Underwriter and the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required change in the Registration Statement Statement, the Time of Sale Information or Prospectus or in any other documents or arrangements.

Appears in 1 contract

Samples: Terms Agreement (Erp Operating LTD Partnership)

Default by the Selling Shareholder or the Company. (a) If the Selling Shareholder shall fail at Closing Time to sell and deliver the number of Securities which the Selling Shareholder is obligated to sell hereunder, then the Underwriters may, at the option of the Representatives, by notice from the Representatives to the Company, either (ai) terminate this Agreement without any liability on the fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect or (bii) elect to purchase the Securities which the Company has agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve the Selling Shareholder so defaulting from liability, if any, in respect of such default. In the event of a default by the Selling Shareholder as referred to in this Section 11, each of the Representatives and the Company shall have the right to postpone Closing Time for a period not exceeding seven days in order to effect any required change in the Registration Statement or Prospectus or in any other documents or arrangements.

Appears in 1 contract

Samples: Purchase Agreement (Pxre Group LTD)

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Default by the Selling Shareholder or the Company. (a) If the Selling Shareholder shall fail at Closing Time to sell and deliver the number of Securities Shares which the Selling Shareholder is obligated to sell hereunder, then the Underwriters may, at the option of the RepresentativesUnderwriters, by notice from the Representatives Underwriters to the Company, either (a) terminate this Agreement without any liability on the fault part of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect or (b) elect to purchase the Securities Shares which the Company has agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve the Selling Shareholder so defaulting from liability, if any, liability in respect of such default. In the event of a default by the Selling Shareholder as referred to in this Section 11Section, each of the Representatives Underwriters and the Company shall have the right to postpone Closing Time for a period not exceeding seven days in order to effect any required change in the Registration Statement or Prospectus or in any other documents or arrangements.

Appears in 1 contract

Samples: Credit Agreement (Orient Express Hotels LTD)

Default by the Selling Shareholder or the Company. (a) If the Selling Shareholder shall fail at Closing Time or at a Date of Delivery to sell and deliver the number of Securities which the Selling Shareholder is obligated to sell hereunder, then the Underwriters International Managers may, at the option of the RepresentativesLead Managers, by notice from the Representatives Lead Managers to the Company, either (ai) terminate this Agreement without any liability on the fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect or (bii) elect to purchase the Securities which the Company has agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve the Selling Shareholder so defaulting from liability, if any, in respect of such default. In the event of a default by the Selling Shareholder as referred to in this Section 11, each of the Representatives Lead Managers and the Company shall have the right to postpone Closing Time or Date of Delivery for a period not exceeding seven days in order to effect any required change in the Registration Statement or Prospectus Prospectuses or in any other documents or arrangements.

Appears in 1 contract

Samples: International Purchase Agreement (Mih LTD)

Default by the Selling Shareholder or the Company. (a) If the Selling Shareholder shall fail at Closing Time or at a Date of Delivery to sell and deliver the number of Securities which the Selling Shareholder is obligated to sell hereunder, then the Underwriters may, at the option of the Representatives, by notice from the Representatives to the Company, either (ai) terminate this Agreement without any liability on the fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect or (b) elect to purchase the Securities which the Company has agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve the Selling Shareholder so defaulting from liability, if any, in respect of such default. In the event of a default by the Selling Shareholder as referred to in this Section 11, each of the Representatives and the Company shall have the right to postpone Closing Time or Date of Delivery for a period not exceeding seven days in order to effect any required change in the Registration Statement or Prospectus or in any other documents or arrangements.

Appears in 1 contract

Samples: Purchase Agreement (CSK Auto Corp)

Default by the Selling Shareholder or the Company. (a) If the Selling Shareholder shall fail at Closing Time or at a Date of Delivery to sell and deliver the number of Securities which the Selling Shareholder is are obligated to sell hereunder, then the Underwriters may, at the option of the Representatives, by notice from the Representatives to the CompanyCompany and the Selling Shareholder, either (ai) terminate this Agreement without any liability on the fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect or (bii) elect to purchase the Securities which the Company has agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve the Selling Shareholder so defaulting from liability, if any, in respect of such default. In the event of a default by the Selling Shareholder as referred to in this Section 11, each of the Representatives and the Company shall have the right to postpone Closing Time or Date of Delivery for a period not exceeding seven days in order to effect any required change in the Registration Statement or Prospectus or in any other documents or arrangements.

Appears in 1 contract

Samples: Purchase Agreement (American Commercial Lines Inc.)

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