Common use of Default by the Selling Shareholders Clause in Contracts

Default by the Selling Shareholders. If the Selling Shareholders shall fail at Closing Time or at a Date of Delivery to sell and deliver the number of Securities which the Selling Shareholders are obligated to sell hereunder, then the International Managers may, at option of the Lead Managers, by notice from the Lead Managers to the Company and the non-defaulting Selling Shareholders, either (a) terminate this Agreement without any liability on the fault of any non-defaulting party except that the provisions of Sections 4, 6 and 7 shall remain in full force and effect or (b) elect to purchase the Securities which the non-defaulting Selling Shareholders have agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve the Selling Shareholders so defaulting from liability, if any, in respect of such default. In the event of a default by any of the Selling Shareholders as referred to in this Section 11, each of the 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 Prospectuses or in any other documents or arrangements.

Appears in 1 contract

Samples: Purchase Agreement (Liberty Financial Companies Inc /Ma/)

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Default by the Selling Shareholders. If the Selling Shareholders shall fail to sell the number of Selling Shareholder Shares that the Selling Shareholders are obligated to sell, the Representatives may, at Closing Time or at a Date of Delivery their option, by notice to the Company, either (a) require the Company to sell and deliver the number of Securities Selling Shareholder Shares as to which the Selling Shareholders are obligated to sell hereunderhave defaulted or such lesser number as may be requested by the Representatives, then the International Managers may, at option of the Lead Managers, by notice from the Lead Managers to the Company and the non-defaulting Selling Shareholders, either (a) terminate this Agreement without any liability on the fault of any non-defaulting party except that the provisions of Sections 4, 6 and 7 shall remain in full force and effect or (b) elect to purchase the Securities which Firm Shares that the Company and the non-defaulting Selling Shareholders have agreed to sell hereunderpursuant to this Agreement, or (c) terminate this Agreement without liability on the part of the Underwriters or the Company, except for the provisions of Section 8 hereof and the expenses to be paid or reimbursed by the Company pursuant to Section 6 hereof. In the event of a default under this Section that does not result in the termination of this Agreement, the Representatives shall have the right to postpone the First Closing Date for a period not exceeding ten days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. No action taken pursuant to this Section 11 shall relieve the Company or the Selling Shareholders Shareholder so defaulting from liability, if any, in respect of such default. In the event of a default by any of the Selling Shareholders as referred to in this Section 11, each of the 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 Prospectuses or in any other documents or arrangements.

Appears in 1 contract

Samples: Underwriting Agreement (Phoenix International LTD Inc)

Default by the Selling Shareholders. If the a Selling Shareholders Shareholder shall fail at Closing Time or at a Date of Delivery to sell and deliver the number of Securities which the Selling Shareholders are it is obligated to sell hereunder, then the International Managers Underwriter may, at option of the Lead Managersits option, by notice from the Lead Managers to the Company and the non-defaulting such Selling ShareholdersShareholder, 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 6, 7, 8, 17 and 7 18 shall remain in full force and effect or (bii) elect to purchase the Securities which that the non-defaulting Selling Shareholders have Company has agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve the Selling Shareholders Shareholder so defaulting from liability, if any, in respect of such default. For the avoidance of doubt, no default by a Selling Shareholder shall create any obligation on the part of the Company to issue or sell any additional Securities. In the event of a default by any of the a Selling Shareholders Shareholder as referred to in this Section 11, each either of the Lead Managers and Underwriter or the Company shall have the right to postpone the Closing Time or Date of Delivery for a period not exceeding seven days in order to effect any required change in the Registration Statement Statements or Prospectuses Prospectus or in any other documents or arrangements.

Appears in 1 contract

Samples: Underwriting Agreement (Cousins Properties Inc)

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Default by the Selling Shareholders. If the Selling Shareholders shall fail to sell the number of Selling Shareholder Shares that the Selling Shareholders are obligated to sell, the Representatives may, at Closing Time or at a Date of Delivery their option, by notice to the Company, either (a) require the Company to sell and deliver the number of Securities Selling Shareholder Shares as to which the Selling Shareholders are obligated to sell hereunderhave defaulted or such lesser number as may be requested by the Representatives, then the International Managers may, at option of the Lead Managers, by notice from the Lead Managers to the Company and the non-defaulting Selling Shareholders, either (a) terminate this Agreement without any liability on the fault of any non-defaulting party except that the provisions of Sections 4, 6 and 7 shall remain in full force and effect or (b) elect to purchase the Securities which Firm Shares that the Company and the non-defaulting Selling Shareholders have agreed to sell hereunderpursuant to this Agreement, or (c) terminate this Agreement without liability on the part of the Underwriters or the Company, except for the provisions of Section 8 hereof and the expenses to be paid or reimbursed by the Company pursuant to Section 6 hereof. In the event of a default under this Section 10 that does not result in the termination of this Agreement, the Representatives shall have the right to postpone the First Closing Date or Option Closing Date for a period not exceeding ten days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. No action taken pursuant to this Section 11 shall relieve the Company or the Selling Shareholders Shareholder so defaulting from liability, if any, in respect of such default. In the event of a default by any of the Selling Shareholders as referred to in this Section 11, each of the 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 Prospectuses or in any other documents or arrangements.

Appears in 1 contract

Samples: Intercept Group Inc

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