Default by Underwriter Sample Clauses
The 'Default by Underwriter' clause defines the consequences and procedures that apply if the underwriter fails to fulfill their contractual obligations. Typically, this clause outlines the steps the issuer may take in the event of such a default, such as terminating the agreement, seeking damages, or appointing a replacement underwriter. Its core function is to protect the issuer by providing clear remedies and recourse in case the underwriter does not perform as agreed, thereby allocating risk and ensuring accountability in the underwriting process.
Default by Underwriter. If on the Closing Date or any Option Closing Date, if any, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities or Option Securities, as the case may be, which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities or Option Securities, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative shall not have procured such other Underwriters, or any others, to purchase the Closing Securities or Option Securities, as the case may be, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities or Option Securities, as the case may be, with respect to which such default shall occur does not exceed 10% of the Closing Securities or Option Securities, as the case may be, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities or Option Securities, as the case may be, which they are obligated to purchase hereunder, to purchase the Closing Securities or Option Securities, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Closing Securities or Option Securities, as the case may be, with respect to which such default shall occur exceeds 10% of the Closing Securities or Option Securities, as the case may be, covered hereby, the Company or the Representative will have the right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article V, the applicable Closing Date may be postponed for such period, not exceeding seven days, as the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Prospectus or in any other documents o...
Default by Underwriter. Default by one or more Underwriters in respect of their obligations under the Underwriting Agreement shall not release us from any of our obligations or in any way affect the liability of any defaulting Underwriter to the other Underwriters for damages resulting from such default. In case of such default for an aggregate amount of 9.99% or less of the Firm Shares, we will purchase additional Firm Shares as set forth in Section 3 of the Underwriting Agreement. If such default exceeds 9.99% of the Firm Shares, you are authorized, but shall not be obligated, to arrange for the purchase by other persons, who may include yourself or any non-defaulting Underwriter, of that defaulted portion in excess of such 9.99%. In the event such arrangements are made, we will, on your request, purchase additional Firm Shares not exceeding our original commitment under the Underwriting Agreement and the respective aggregate amounts of Firm Shares to be purchased by the non-defaulting Underwriters and by other such persons, if any, shall be taken as the basis for determining the proportionate several obligations and benefits hereunder and under the Underwriting Agreement, but this shall in no way affect the liability of any defaulting Underwriter for damages resulting from such default. If there is any default as to the purchase of the Option Shares, you are authorized but shall not be obligated, to purchase or to arrange for the purchase by the non-defaulting Underwriters of the defaulted portion.
Default by Underwriter. If an Underwriter shall fail at the Closing Date to purchase the Securities which it is obligated to purchase under this Agreement (the “Defaulted Securities”), the non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements for such Underwriters, or any other Underwriter, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter shall not have completed such arrangements within such 24-hour period, then:
(a) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be purchased hereunder, the non-defaulting Underwriters shall be obligated to, severally and not jointly, purchase the full amount thereof, or
(b) if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of the non-defaulting Underwriters.
(c) No action taken pursuant to this section shall relieve the defaulting Underwriter from liability in respect of its default.
(d) In the event of any such default which does not result in a termination of this Agreement, either the Representatives or the Company shall have the right to postpone the Closing Date for a period not exceeding two business days in order to effect any required changes in the Offering Memorandum or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section.
Default by Underwriter. Default by one or more Underwriters under counterparts to this Agreement executed by such Underwriters or under the Underwriting Agreement will not release the other Underwriters from their obligations or affect the liability of any defaulting Underwriter to the other Underwriters for damages resulting from such default. If one or more Underwriters default under the Underwriting Agreement, you may arrange for the purchase by one or more non-defaulting Underwriters of Securities not taken up by the defaulting Underwriter or Underwriters and we will, at your request, increase pro rata with the other non-defaulting Underwriters the amount of our underwriting obligation by an amount not exceeding ten percent (10%) of our underwriting obligation with respect to the Securities.
Default by Underwriter. If, on any Delivery Date, the Underwriter defaults in the performance of its obligations under this Agreement, this Agreement (or, with respect to the Second Delivery Date, the obligation of the Underwriter to purchase, and of the Company to sell, the Option Stock) shall terminate. Nothing contained herein shall relieve the Underwriter of any liability it may have to the Company for damages caused by its default.
Default by Underwriter