Common use of Default by Underwriter Clause in Contracts

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 or arrangements may be effected. The term “Underwriter” includes any Person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default by Underwriter. (a) If on the Closing Date or any Option Closing Date, if any, any Underwriter shall fail default in its obligation to purchase and pay for the portion of the Closing Securities or Option Securities, as the case may be, Depositary Shares which such Underwriter it has agreed to purchase and pay hereunder, the Representatives may in their discretion arrange for the Underwriters or another party or other parties to purchase such Depositary Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Depositary Shares, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Depositary Shares on such date terms. In the event that, within the respective prescribed periods, the Representatives notify the Company that the Representatives have so arranged for the purchase of such Depositary Shares, or the Company notifies the Representatives that it has so arranged for the purchase of such Depositary Shares, the Representatives or the Company shall have the right to postpone the Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the opinion of the Company and the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to this Agreement with respect to such Depositary Shares. (otherwise than b) If, after giving effect to any arrangements for the purchase of the Depositary Shares of a defaulting Underwriter or Underwriters by reason the Representatives and the Company as provided in subsection (a) above, the aggregate number of any default such Depositary Shares which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Depositary Shares, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Depositary Shares which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the part number of Depositary Shares which such Underwriter agreed to purchase hereunder) of the Company)Depositary Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. If, after giving effect to any arrangements for the purchase of the Depositary Shares of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the Representativeaggregate number of such Depositary Shares to be purchased which remains unpurchased exceeds one-eleventh of the aggregate number of all the Depositary Shares, or if the Representative is Company shall not exercise the defaulting Underwriter, the right described in subsection (b) above to require non-defaulting Underwriters, shall use their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, Underwriters 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 Depositary Shares of a 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 shall thereupon terminate, without liability on the part of the any non-defaulting Underwriters Underwriter or of the Company, except for the expenses to be borne by the Company except to and the extent Underwriters as provided in Article VI Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof. In the event of ; but nothing herein shall relieve 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 or arrangements may be effected. The term “Underwriter” includes any Person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreementfor its default.

Default by Underwriter. (a) If on the Closing Date or any Option Closing Date, if any, any Underwriter shall fail default in its obligation to purchase and pay for the portion of the Closing Securities or Option Securities, as the case may be, which such Underwriter it has agreed to purchase and pay hereunder, the Representatives may in their discretion arrange for the Underwriters or another party or other parties to purchase such Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Securities on such date terms. In the event that, within the respective prescribed periods, the Representatives notify the Company that the Representatives have so arranged for the purchase of such Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the opinion of the Company and the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to this Agreement with respect to such Securities. (otherwise than b) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by reason the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of any default such Securities which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Securities which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the part principal amount of Securities which such Underwriter agreed to purchase hereunder) of the Company)Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the Representativeaggregate principal amount of such Securities to be purchased which remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Securities, or if the Representative is Company shall not exercise the defaulting Underwriter, the right described in subsection (b) above to require non-defaulting Underwriters, shall use their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, Underwriters 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 of a 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 shall thereupon terminate, without liability on the part of the any non-defaulting Underwriters Underwriter or of the Company, except for the expenses to be borne by the Company except to and the extent Underwriters as provided in Article VI Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof. In the event of ; but nothing herein shall relieve 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 or arrangements may be effected. The term “Underwriter” includes any Person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreementfor its default.

Default by Underwriter. (a) If on the Closing Date or any Option Closing Date, if any, any Underwriter shall fail default in its obligation to purchase and pay for the portion of the Closing Securities or Option Securities, as the case may be, which such Underwriter it has agreed to purchase and pay hereunder, the Representatives may in their discretion arrange for the Underwriters or another party or other parties to purchase such Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Securities on such date terms. In the event that, within the respective prescribed periods, the Representatives notify the Company that the Representatives have so arranged for the purchase of such Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the opinion of the Company and the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to this Agreement with respect to such Securities. (otherwise than b) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by reason the Representatives and the Company as provided in subsection (a) above, the aggregate number of any default such Securities which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Securities which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the part number of Securities which such Underwriter agreed to purchase hereunder) of the Company)Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the Representativeaggregate number of such Securities to be purchased which remains unpurchased exceeds one-eleventh of the aggregate number of all the Securities, or if the Representative is Company shall not exercise the defaulting Underwriter, the right described in subsection (b) above to require non-defaulting Underwriters, shall use their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, Underwriters 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 of a 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 shall thereupon terminate, without liability on the part of the any non-defaulting Underwriters Underwriter or of the Company, except for the expenses to be borne by the Company except to and the extent Underwriters as provided in Article VI Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof. In the event of ; but nothing herein shall relieve 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 or arrangements may be effected. The term “Underwriter” includes any Person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreementfor its default.

Default by Underwriter. If on an Underwriter shall fail at 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 it is obligated to purchase and pay for on such date under this Agreement (otherwise than by reason of any default on the part of the Company“Defaulted Securities”), the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting UnderwritersUnderwriters shall have the right, shall use their reasonable efforts within 24 hours thereafter, to procure within 36 hours thereafter one or more of the other make arrangements for such Underwriters, or any othersother Underwriter, to purchase from all, but not less than all, of the Company Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth hereinforth; if, however, the Closing Securities or Option Securities, as the case may be, which the non-defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative shall not have procured completed such other Underwritersarrangements within such 24-hour period, 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 then: (a) if the aggregate number of Closing Defaulted Securities or Option Securities, as the case may be, with respect to which such default shall occur does not exceed 10% of the Closing number of Securities or Option Securities, as the case may be, covered herebyto be purchased hereunder, the other non-defaulting Underwriters shall be obligatedobligated to, severallyseverally and not jointly, 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 Securitiesfull amount thereof, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or or (b) if the aggregate number of Closing Defaulted Securities or Option Securities, as the case may be, with respect to which such default shall occur exceeds 10% of the Closing number of Securities or Option Securitiesto be purchased hereunder, as the case may be, covered hereby, the Company or the Representative will have the right to terminate this Agreement shall terminate 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 or arrangements may be effected. The term “Underwriter” includes any Person substituted for a defaulting Underwriter. Any . (c) No action taken under pursuant to this Section section shall not relieve any 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 such 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 AgreementSection.

Default by Underwriter. (a) If on the Closing Date or any Option Closing Date, if any, any Underwriter shall fail default in its obligation to purchase and pay for the portion of the Closing Securities or Option Securities, as the case may be, which such Underwriter it has agreed to purchase and pay hereunder, the Representatives may in their discretion arrange for the Underwriters or another party or other parties to purchase such Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Securities on such date terms. In the event that, within the respective prescribed periods, the Representatives notify the Company that the Representatives have so arranged for the purchase of such Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in opinion of the Company and the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to this Agreement with respect to such Securities. (otherwise than b) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by reason the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of any default such Securities which remains unpurchased does not exceed one eleventh of the aggregate principal amount of all the Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Securities which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the part principal amount of Securities which such Underwriter agreed to purchase hereunder) of the Company)Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the Representativeaggregate principal amount of Securities which remains unpurchased exceeds one eleventh of the aggregate principal amount of all the Securities, or if the Representative is Company shall not exercise the defaulting Underwriter, the right described in subsection (b) above to require non-defaulting Underwriters, shall use their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, Underwriters 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 of a 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 shall thereupon terminate, without liability on the part of the any non-defaulting Underwriters Underwriter or of the Company, except for the expenses to be borne by the Company except to and the extent Underwriters as provided in Article VI Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof. In the event of ; but nothing herein shall relieve 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 or arrangements may be effected. The term “Underwriter” includes any Person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreementfor its default.

Default by Underwriter. (a) If on the Closing Date or any Option Closing Date, if any, any Underwriter shall fail default in its obligation to purchase and pay for the portion of the Closing Securities or Option Securities, as the case may be, Depositary Shares which such Underwriter it has agreed to purchase and pay hereunder at the applicable Time of Delivery, the Representative may in its discretion arrange for the Underwriters or another party or other parties to purchase such Depositary Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter the Representative does not arrange for the purchase of such Depositary Shares, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representative to purchase such Depositary Shares on such date terms. In the event that, within the respective prescribed periods, the Representative notifies the Company that the Representative has so arranged for the purchase of such Depositary Shares, or the Company notifies the Representative that it has so arranged for the purchase of such Depositary Shares, the Representative or the Company shall have the right to postpone any Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the opinion of the Company and the Representative may thereby be made necessary. The term “Underwriter” as used in this Underwriting Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Underwriting Agreement with respect to such Depositary Shares. (otherwise than b) If, after giving effect to any arrangements for the purchase of the Depositary Shares of a defaulting Underwriter or Underwriters by reason the Representative and the Company as provided in subsection (a) above, the aggregate number of any default such Depositary Shares to be purchased at the applicable Time of Delivery which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Depositary Shares to be purchased at the applicable Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Depositary Shares which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the part number of Depositary Shares which such Underwriter agreed to purchase hereunder) of the Company)Depositary Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Depositary Shares of a defaulting Underwriter or Underwriters by the Representative and the Company as provided in subsection (a) above, the Representativeaggregate number of Depositary Shares to be purchased at the applicable Time of Delivery which remains unpurchased exceeds one-eleventh of the aggregate number of all the Depositary Shares to be purchased at the applicable Time of Delivery, or if the Representative is Company shall not exercise the defaulting Underwriter, the right described in subsection (b) above to require non-defaulting Underwriters, shall use their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, Underwriters 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 Depositary Shares of a defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities or Option Securitiesthis Underwriting Agreement shall thereupon terminate, 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 any non-defaulting Underwriters Underwriter or of the Company, except for the expenses to be borne by the Company except to and the extent Underwriters as provided in Article VI Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof. In the event of ; but nothing herein shall relieve 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 or arrangements may be effected. The term “Underwriter” includes any Person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreementfor its default.

Default by Underwriter. (a) If on the Closing Date or any Option Closing Date, if any, any Underwriter shall fail default in its obligation to purchase and pay for the portion of the Closing Securities or Option Securities, as the case may be, Shares which such Underwriter it has agreed to purchase and pay hereunder at a Time of Delivery, the Representatives may in their discretion arrange for the Underwriters or another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Shares on such date terms. In the event that, within the respective prescribed periods, the Representatives notify the Company that the Representatives have so arranged for the purchase of such Shares, or the Company notifies the Representatives that it has so arranged for the purchase of such Shares, the Representatives or the Company shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the opinion of the Company and the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to this Agreement with respect to such Shares. (otherwise than b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by reason the Representatives and the Company as provided in subsection (a) above, the aggregate number of any default such Shares which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the part number of Shares which such Underwriter agreed to purchase hereunder) of the Company)Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the Representativeaggregate number of such Shares to be purchased which remains unpurchased exceeds one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, or if the Representative is Company shall not exercise the defaulting Underwriter, the right described in subsection (b) above to require non-defaulting Underwriters, shall use their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, Underwriters 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 Shares of a defaulting Underwriter or Underwriters, then this Agreement (a) if the aggregate number of Closing Securities or Option Securities, as the case may beor, with respect to which such default shall occur does not exceed 10% the Second Time of Delivery, the obligations 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% and of the Closing Securities or Company to sell the Option SecuritiesShares) shall thereupon terminate, 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 any non-defaulting Underwriters Underwriter or of the Company, except for the expenses to be borne by the Company except to and the extent Underwriters as provided in Article VI Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof. In the event of ; but nothing herein shall relieve 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 or arrangements may be effected. The term “Underwriter” includes any Person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreementfor its default.

Default by Underwriter. (a) If on the Closing Date or any Option Closing Date, if any, any Underwriter shall fail default in its obligation to purchase and pay for the portion of the Closing Securities or Option Securities, as the case may be, Warrants which such Underwriter it has agreed to purchase and pay hereunder, the Representatives may in their discretion arrange for the Underwriters or another party or other parties to purchase such Warrants on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the Representatives do not arrange for the purchase of such Warrants, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Warrants on such date terms. In the event that, within the respective prescribed periods, the Representatives notify the Company that the Representatives have so arranged for the purchase of such Warrants, or the Company notifies the Representatives that it has so arranged for the purchase of such Warrants, the Representatives or the Company shall have the right to postpone each Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in opinion of the Company and the Representatives may thereby be made necessary. The term “Underwriter” as used in this Underwriting Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to this Underwriting Agreement with respect to such Warrants. (otherwise than b) If, after giving effect to any arrangements for the purchase of the Warrants of a defaulting Underwriter or Underwriters by reason the Representatives and the Company as provided in subsection (a) above, the aggregate number of any default such Warrants which remains unpurchased does not exceed one eleventh of the aggregate number of all the Warrants, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Warrants which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the part number of Warrants which such Underwriter agreed to purchase hereunder) of the Company)Warrants of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Warrants of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the Representativeaggregate number of Warrants which remains unpurchased exceeds one eleventh of the aggregate number of all the Warrants, or if the Representative is Company shall not exercise the defaulting Underwriter, the right described in subsection (b) above to require non-defaulting Underwriters, shall use their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, Underwriters 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 Warrants of a defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities or Option Securitiesthis Underwriting Agreement shall thereupon terminate, 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 any non-defaulting Underwriters Underwriter or of the Company, except for the expenses to be borne by the Company except to and the extent Underwriters as provided in Article VI Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof. In the event of ; but nothing herein shall relieve 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 or arrangements may be effected. The term “Underwriter” includes any Person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreementfor its default.

Default by Underwriter. (a) If on the Closing Date or any Option Closing Date, if any, any Underwriter shall fail default in its obligation to purchase and pay for the portion of the Closing Securities or Option Securities, as the case may be, which such Underwriter it has agreed to purchase and pay hereunder, the Representatives may in their discretion arrange for the Underwriters or another party or other parties to purchase such Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Securities on such date terms. In the event that, within the respective prescribed periods, the Representatives notify the Company that the Representatives have so arranged for the purchase of such Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the opinion of the Company and the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to this Agreement with respect to such Securities. (otherwise than b) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by reason the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of any default such Securities which remains unpurchased does not exceed one eleventh of the aggregate principal amount of all the Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Securities which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the part principal amount of Securities which such Underwriter agreed to purchase hereunder) of the Company)Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the Representativeaggregate principal amount of Securities to be purchased which remains unpurchased exceeds one eleventh of the aggregate principal amount of all the Securities, or if the Representative is Company shall not exercise the defaulting Underwriter, the right described in subsection (b) above to require non-defaulting Underwriters, shall use their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, Underwriters 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 of a 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 shall thereupon terminate, without liability on the part of the any non-defaulting Underwriters Underwriter or of the Company, except for the expenses to be borne by the Company except to and the extent Underwriters as provided in Article VI Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof. In the event of ; but nothing herein shall relieve 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 or arrangements may be effected. The term “Underwriter” includes any Person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreementfor its default.

Default by Underwriter. If If, on the Closing Date or any Option Closing Date, if any, any Underwriter shall fail defaults in the performance of its obligations under this Agreement and the aggregate principal amount of Offered Certificates that such defaulting Underwriter agreed but failed 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 total principal amount of Offered Certificates that 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 on the Closing Securities or Option SecuritiesDate, as the case non-defaulting Underwriters may be, make arrangements for the purchase of the Offered Certificates which such defaulting Underwriter or Underwriters agreed but failed to purchase, or (b) if purchase by other persons satisfactory to the Company and the non-defaulting Underwriter. If any Underwriter so defaults and the aggregate number principal amount of Closing Securities or Option Securities, as the case may be, Offered Certificates with respect to which such default shall or defaults occur exceeds 10% of the total principal amount of Offered Certificates that the Underwriters are obligated to purchase on such Closing Securities or Option Securities, as Date and arrangements satisfactory to the case may be, covered hereby, non-defaulting Underwriter and the Company or for the Representative will have the right to terminate purchase of such Offered Certificates by other persons are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of the non-defaulting Underwriters Underwrites or of the Company, except that the Company except will continue to be liable for the payment of expenses and the indemnification provisions shall not terminate and shall remain in effect. As used in this Agreement, the term “Underwriters” includes any person substituted for an Underwriter under this Section. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the extent provided in Article VI hereofCompany or any non-defaulting Underwriter for damages caused by its default. In If other persons are obligated or agree to purchase the event Offered Certificates 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, either the non-defaulting Underwriters, Underwriter or the Company may determine postpone the Closing Date for up to seven full Business Days in order to effect any changes that in the required changes opinion of the counsel for the Company or counsel for the non-defaulting Underwriters may be necessary in the Registration Statement and/or the Prospectus or in any other documents document or arrangements may be effected. The term “Underwriter” includes arrangement, and the Company agrees to promptly prepare any Person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve amendment or supplement to the Registration Statement and/or the Prospectus that effects any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreementchanges.

Default by Underwriter. (a) If on the Closing Date or any Option Closing Date, if any, any Underwriter shall fail default in its obligation to purchase and pay for the portion of the Closing Securities or Option Securities, as the case may be, Warrants which such Underwriter it has agreed to purchase and pay hereunder, the Representative may in its discretion arrange for the Underwriters or another party or other parties to purchase such Warrants on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the Representative does not arrange for the purchase of such Warrants, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representative to purchase such Warrants on such date terms. In the event that, within the respective prescribed periods, the Representative notify the Company that the Representative has so arranged for the purchase of such Warrants, or the Company notifies the Representative that it has so arranged for the purchase of such Warrants, the Representative or the Company shall have the right to postpone the Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in opinion of the Company and the Representative may thereby be made necessary. The term “Underwriter” as used in this Underwriting Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to this Underwriting Agreement with respect to such Warrants. (otherwise than b) If, after giving effect to any arrangements for the purchase of the Warrants of a defaulting Underwriter or Underwriters by reason the Representative and the Company as provided in subsection (a) above, the aggregate number of any default such Warrants which remains unpurchased does not exceed one eleventh of the aggregate number of all the Warrants, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Warrants which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the part number of Warrants which such Underwriter agreed to purchase hereunder) of the Company)Warrants of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Warrants of a defaulting Underwriter or Underwriters by the Representative and the Company as provided in subsection (a) above, the Representativeaggregate number of Warrants which remains unpurchased exceeds one eleventh of the aggregate number of all the Warrants, or if the Representative is Company shall not exercise the defaulting Underwriter, the right described in subsection (b) above to require non-defaulting Underwriters, shall use their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, Underwriters 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 Warrants of a defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities or Option Securitiesthis Underwriting Agreement shall thereupon terminate, 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 any non-defaulting Underwriters Underwriter or of the Company, except for the expenses to be borne by the Company except to and the extent Underwriters as provided in Article VI Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof. In the event of ; but nothing herein shall relieve 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 or arrangements may be effected. The term “Underwriter” includes any Person substituted for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreementfor its default.