Default of Underwriters. It shall be a condition to this Agreement and the obligation of the Company and the Selling Shareholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described herein, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Common Shares hereunder on either the First or Second Closing Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10% of the total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default occurs is more than the above percentage and arrangements satisfactory to the Representatives and the Company for the purchase of such Common Shares by other persons are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company or the Selling Shareholders except for the expenses to be paid by the Company and the Selling Shareholders pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof.
Appears in 4 contracts
Samples: Suburban Lodges of America Inc, Suburban Lodges of America Inc, Dataworks Corp
Default of Underwriters. It shall be a condition to this Agreement and the obligation of the Company and the Selling Shareholders Stockholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described herein, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Common Shares hereunder on either the First or Second Closing Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10% of the total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default occurs is more than the above percentage and arrangements satisfactory to the Representatives and the Company for the purchase of such Common Shares by other persons are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company or the Selling Shareholders Stockholders except for the expenses to be paid by the Company and the Selling Shareholders Stockholders pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof.
Appears in 4 contracts
Samples: Underwriting Agreement (Triton Systems Inc / Fa), Underwriting Agreement (Fine Host Corp), Underwriting Agreement (Nco Group Inc)
Default of Underwriters. It shall be a condition to this Agreement the agreement and the obligation of the Company and the Selling Shareholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described hereinhereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives Representative of all such shares Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Common Shares hereunder on either the First or Second Closing Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10% 10 percent of the total number of Common Shares which the Underwriters are obligated to purchase on such the First Closing Date, the non-defaulting Representative may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Datedate. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default occurs or defaults occur is more than the above percentage and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Common Shares by other persons are not made within 48 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting nondefaulting Underwriter or the Company or the Selling Shareholders Company, except for the expenses to be paid by the Company and the Selling Shareholders pursuant to Section 7 6 hereof and except to the extent provided in Section 11 10 hereof.
Appears in 3 contracts
Samples: Fall River Gas Co, Cosi Inc, Midwest Banc Holdings Inc
Default of Underwriters. It shall be a condition to this ----------------------- Agreement and the obligation of the Company and the Selling Shareholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described herein, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Common Shares hereunder on either the First or Second Closing Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10% of the total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default occurs is more than the above percentage and arrangements satisfactory to the Representatives and the Company for the purchase of such Common Shares by other persons are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company or the Selling Shareholders except for the expenses to be paid by the Company and the Selling Shareholders pursuant to Section 7 6 hereof and except to the extent provided in Section 11 10 hereof.
Appears in 3 contracts
Samples: Underwriting Agreement (Onsale Inc), Underwriting Agreement (Onsale Inc), Underwriting Agreement (Onsale Inc)
Default of Underwriters. It shall be a condition to this Agreement and the obligation of the Company and the Selling Shareholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described herein, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender Tender to the Representatives of all such shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Common Shares hereunder on either the First or Second Closing Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10% of the total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default occurs is more than the above percentage and arrangements satisfactory to the Representatives and the Company for the purchase of such Common Shares by other persons are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company or the Selling Shareholders except for the expenses to be paid by the Company and the Selling Shareholders pursuant to Section 7 6 hereof and except to the extent provided in Section 11 10 hereof.
Appears in 3 contracts
Samples: Underwriting Agreement (8x8 Inc), Underwriting Agreement (8x8 Inc), Underwriting Agreement (8x8 Inc)
Default of Underwriters. It shall be a condition to this Agreement the agreement and the obligation of the Company and the Selling Shareholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described hereinhereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such shares Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Common Shares hereunder on either the First or Second Closing Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10% 10 percent of the total number of Common Shares which the Underwriters are obligated to purchase on such the First Closing Date, the non-defaulting Representatives may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Datedate. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default occurs or defaults occur is more than the above percentage and arrangements satisfactory to the Representatives and the Company for the purchase of such Common Shares by other persons are not made within 48 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting nondefaulting Underwriter or the Company or the Selling Shareholders Company, except for the expenses to be paid by the Company and the Selling Shareholders pursuant to Section 7 6 hereof and except to the extent provided in Section 11 10 hereof.
Appears in 3 contracts
Samples: American Medserve Corp, Imagemax Inc, American Medserve Corp
Default of Underwriters. It shall be a condition to this Agreement the agreement and the obligation of the Company and the Selling Shareholders Stockholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described hereinhereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such shares Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Common Shares hereunder on either the First or Second Closing Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10% 10 percent of the total number of Common Shares which the Underwriters are obligated to purchase on such the First Closing Date, the non-defaulting Representatives may make arrangements satisfactory to the Company and the Selling Stockholders for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Datedate. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default occurs or defaults occur is more than the above percentage and arrangements satisfactory to the Representatives and the Company and the Selling Stockholders for the purchase of such Common Shares by other persons are not made within 48 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting nondefaulting Underwriter or the Company or the Selling Shareholders Stockholders, except for the expenses to be paid by the Company and the Selling Shareholders pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof.
Appears in 2 contracts
Samples: Onesource Information Services Inc, Rental Service Corp
Default of Underwriters. It shall be a condition to this Agreement and the obligation of the Company and the Selling Shareholders to sell and deliver the Common Shares hereunder, and a condition of your obligations or the obligation of each Underwriter Underwriter, as the case may be, to purchase the Common Shares in the manner as described herein, that, except as hereinafter in this paragraph provided, each of you or the Underwriters Underwriters, as the case may be, shall purchase and pay for all the Common Shares agreed to be purchased by you or such Underwriter hereunder upon tender to you individually or as the Representatives of the Underwriters, of all such shares in accordance with the terms hereof. If any Underwriter or Underwriters default in your or their obligations to purchase Common Shares hereunder on either the First or Second Closing Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10% of the total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default occurs is more than the above percentage and arrangements satisfactory to the Representatives and the Company for the purchase of such Common Shares by other persons are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company or the Selling Shareholders except for the expenses to be paid by the Company and the Selling Shareholders pursuant to Section 7 5 hereof and except to the extent provided in Section 11 9 hereof.
Appears in 2 contracts
Samples: Underwriting Agreement (Resource America Inc), Bankunited Financial Corp
Default of Underwriters. It shall be a condition to this Agreement and the obligation of the Company and the Selling Shareholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described herein, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives Underwriters of all such shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Common Shares hereunder on either the First or Second Closing Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10% of the total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default occurs is more than the above percentage and arrangements satisfactory to the Representatives Underwriters and the Company for the purchase of such Common Shares by other persons are ore not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company or the Selling Shareholders except for the expenses to be paid by the Company and the Selling Shareholders pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof.
Appears in 2 contracts
Samples: Underwriting Agreement (Apex Pc Solutions Inc), Apex Pc Solutions Inc
Default of Underwriters. It shall be a condition to this Agreement and the obligation of the Company and the Selling Shareholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described herein, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Common Shares hereunder on either the First or Second Closing Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10% of the total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default occurs is more than the above percentage and arrangements satisfactory to the Representatives and the Company for the purchase of such Common Shares by other persons are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company or the Selling Shareholders except for the expenses to be paid by the Company and the Selling Shareholders pursuant to Section 7 Sections 6 and 8 hereof and except to the extent provided in Section 11 10 hereof.. In the event that Common Shares to which a default relates are to be purchased by the non-defaulting Underwriters or by another party or parties, the Representatives or the Company shall have the right to postpone the First or Second
Appears in 2 contracts
Samples: Flextronics International LTD, Flextronics International LTD
Default of Underwriters. It shall be a condition to this Agreement and the obligation of the Company and the Selling Shareholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described herein, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Common Shares hereunder on either the First or Second Closing Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10% of the total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default occurs is more than the above percentage and arrangements satisfactory to the Representatives and the Company for the purchase of such Common Shares by other persons are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company or the Selling Shareholders except for the expenses to be paid by the Company and the Selling Shareholders pursuant to Section 7 6 hereof and except to the extent provided in Section 11 10 hereof.
Appears in 2 contracts
Samples: Suburban Lodges of America Inc, Candlewood Hotel Co Inc
Default of Underwriters. It shall be a condition to this Agreement and the obligation of the Company and the Selling Shareholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described herein, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Common Shares hereunder on either the First or Second Closing Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10% of the total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default occurs is more than the above percentage and arrangements satisfactory to the Representatives and the Company for the purchase of such Common Shares by other persons are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company or the Selling Shareholders except for the expenses to be paid by the Company and the Selling Shareholders pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof.
Appears in 2 contracts
Samples: Underwriting Agreement (Kulicke & Soffa Industries Inc), Underwriting Agreement (Kulicke & Soffa Industries Inc)
Default of Underwriters. It shall be a condition to this Agreement and the obligation of the Company and the Selling Shareholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares hereunder in the manner as described herein, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all of the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives Representative of all such shares Common Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Common Shares hereunder on either the First or Second Closing Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed ten percent (10% %) of the total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, the non-defaulting Representative may make arrangements satisfactory to the Company for the purchase of such Common Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default occurs or defaults occur is more greater than the above percentage and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Common Shares by other persons are not made within 48 with 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company or the Selling Shareholders except for the expenses to be paid by the Company and the Selling Shareholders pursuant to Section 7 6 hereof and except to the extent provided in Section 11 10 hereof.
Appears in 2 contracts
Samples: Underwriting Agreement (Champion Industries Inc), Underwriting Agreement (Champion Industries Inc)
Default of Underwriters. It shall be a condition to this Agreement and the obligation of the Company and the Selling Shareholders Stockholder to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described herein, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Common Shares hereunder on either the First or Second Closing Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10% of the total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default occurs is more than the above percentage and arrangements satisfactory to the Representatives and the Company for the purchase of such Common Shares by other persons are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company or the Selling Shareholders Stockholder except for the expenses to be paid by the Company and the Selling Shareholders Stockholder pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof.
Appears in 2 contracts
Samples: Master Agreement (Premier Research Worldwide LTD), Trendwest Resorts Inc
Default of Underwriters. It shall be a condition to this Agreement and the obligation of the Company and the Selling Shareholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described herein, that, except as hereinafter in this paragraph Section provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives Representative of all such shares in accordance with the terms hereof. If any Underwriter or Underwriters default in its or their obligations to purchase Common Shares hereunder on either the First or Second Closing Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10% of the total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default occurs is more than 10% of the above percentage total number of Shares which the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Common Shares by other persons are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company or the Selling Shareholders Company, except for the expenses to be paid by the Company and the Selling Shareholders pursuant to Section 7 6 hereof and except to the extent provided in Section 11 10 hereof.
Appears in 2 contracts
Samples: Redwood Trust Inc, Redwood Trust Inc
Default of Underwriters. It shall be a condition to this Agreement and the obligation of the Company and the Selling Shareholders Shareholder to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described herein, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Common Shares hereunder on either the First or Second Closing Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10% of the total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default occurs is more than the above percentage and arrangements satisfactory to the Representatives and the Company for the purchase of such Common Shares by other persons are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company or the Selling Shareholders Stockholder except for the expenses to be paid by the Company and the Selling Shareholders Shareholder pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Kulicke & Soffa Industries Inc)
Default of Underwriters. It shall be a condition to this Agreement and the obligation of the Company and the Selling Shareholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described herein, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives Underwriters of all such shares in accordance with the terms hereof. If any Underwriter or Underwriters default in your or their obligations to purchase Common Shares hereunder on either the First or Second Closing Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10% of the total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, the non-defaulting Underwriters nondefaulting entities shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters entities agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default occurs is more than the above percentage and arrangements satisfactory to the Representatives you and the Company for the purchase of such Common Shares by other persons are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting nondefaulting Underwriter or the Company or the Selling Shareholders except for the expenses to be paid by the Company and the Selling Shareholders pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof.
Appears in 1 contract
Samples: Inter Tel Inc
Default of Underwriters. It shall be a condition to this Agreement and the obligation of the Company and the Selling Shareholders Stockholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described herein, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives Underwriters of all such shares in accordance with the terms hereof. If any either Underwriter or Underwriters default defaults in their obligations its obligation to purchase Common Shares hereunder on either the First or Second Closing Date and the aggregate number of Common Shares which that such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10% of the total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase on such Closing Date, the non- defaulting Underwriters shall be obligated to purchase the Common Shares which that such defaulting Underwriters Underwriter agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default defaults and the aggregate number of Common Shares with respect to which such default occurs is more than the above percentage and arrangements satisfactory to the Representatives Underwriters and the Company sellers of such Common Shares for the purchase of such Common Shares by other persons are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any the non-defaulting Underwriter Underwriters or the Company or the Selling Shareholders (except for the expenses to be paid by the Company and the Selling Shareholders pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof).
Appears in 1 contract
Default of Underwriters. It shall be a condition to this Agreement and the obligation of the Company and the Selling Shareholders Stockholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described herein, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Common Shares hereunder on either the First or Second Closing Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10% of the total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default occurs is more than the above percentage and arrangements satisfactory to the Representatives and the Company for the purchase of such Common Shares by other persons are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company or the Selling Shareholders Stockholders except for the expenses to be paid by the Company and the Selling Shareholders Stockholders pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof.. In the event that Common Shares to which a default relates are to be purchased by the non-defaulting Underwriters or by another party or parties, the Representatives or the Company shall have the right to postpone the First or Second Closing Date, as the case may be, for not more than five business days in order that the necessary changes in the Registration Statement, Prospectus and any
Appears in 1 contract
Samples: Macrovision Corp
Default of Underwriters. It shall be a condition to this Agreement and the obligation of the Company and the Selling Shareholders Stockholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described herein, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives Underwriters of all such shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Common Shares hereunder on either the First or Second Closing Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10% of the total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default occurs is more than the above percentage and arrangements satisfactory to the Representatives Underwriters and the Company for the purchase of such Common Shares by other persons are ore not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company or the Selling Shareholders Stockholders except for the expenses to be paid by the Company and the Selling Shareholders Stockholders pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof.
Appears in 1 contract
Samples: Coral Systems Inc
Default of Underwriters. It shall be a condition to this Agreement and the obligation of the Company and the Selling Shareholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described herein, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such shares in accordance with the terms hereof. If any Underwriter or Underwriters defaults or default in their obligations obligation to purchase Common Shares hereunder on either Offered Securities which it or they have agreed to purchase under the First or Second Closing Date Underwriting Agreement and the aggregate number principal amount of Common Shares the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10% is ten percent or less of the total number aggregate principal amount, notional amount or stated amount, as applicable, of Common Shares which the Underwriters are obligated Offered Securities to purchase on such Closing Datebe sold under the Underwriting Agreement, as the case may be, the non-defaulting other Underwriters shall be obligated severally, severally in proportion to their respective commitments hereunder, under the Underwriting Agreement to purchase the Common Shares Offered Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so defaults or default and the aggregate number principal amount of Common Shares the Offered Securities with respect to which such default or defaults occurs or occur is more than ten percent of the above percentage aggregate principal amount, notional amount or stated amount, as applicable, of Offered Securities to be sold under the Underwriting Agreement, as the case may be, and arrangements satisfactory to the Representatives Representative and the Company Depositor for the purchase of such Common Shares Offered Securities by other persons (who may include one or more of the non-defaulting Underwriters including the Representative) are not made within 48 36 hours after any such default, this the Underwriting Agreement will terminate without liability on the part of any non-defaulting Underwriter Underwriters or the Company or the Selling Shareholders Depositor except for the expenses to be paid or reimbursed by the Company and the Selling Shareholders Depositor pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof.to
Appears in 1 contract
Samples: Underwriting Agreement (Prudential Securities Secured Financing Corp)
Default of Underwriters. It shall be a condition to this Agreement and the obligation of the Company and the Selling Shareholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described herein, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Common Shares hereunder on either the First or Second Closing Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10% of the total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default occurs is more than the above percentage and arrangements satisfactory to the Representatives and the Company for the purchase of such Common Shares by other persons are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company or the Selling Shareholders except for the expenses to be paid by the Company and the Selling Shareholders pursuant to Section 7 6 hereof and except to the extent provided in Section 11 10 hereof.. In the event that Common Shares to which a default relates are to be purchased by the non-defaulting Underwriters or by another party or parties, the Representatives or the Company shall have the right to postpone the First or Second Closing Date, as the case may be, for not more than five business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the
Appears in 1 contract
Default of Underwriters. It shall be a condition to this Agreement and the obligation of the Company and the Selling Shareholders Stockholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described herein, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives Underwriters of all such shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Common Shares hereunder on either the First or Second Closing Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10% of the total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default occurs is more than the above percentage and arrangements satisfactory to the Representatives Underwriters and the Company for the purchase of such Common Shares by other persons are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company or the Selling Shareholders Stockholders except for the expenses to be paid by the Company and the Selling Shareholders Stockholders pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof.
Appears in 1 contract
Samples: Price Determination Agreement (Marks Bros Jewelers Inc)
Default of Underwriters. It shall be a condition ----------------------- to this Agreement and the obligation of the Company and the Selling Shareholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described herein, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Common Shares hereunder on either the First or Second Closing Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10% of the total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default occurs is more than the above percentage and arrangements satisfactory to the Representatives and the Company for the purchase of such Common Shares by other persons are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company or the Selling Shareholders Shareholders, except for the expenses to be paid by the Company and the Selling Shareholders pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof.. In the event that Common Shares to which a default relates are to be purchased by the non-defaulting Underwriters or by another party or parties, the Representatives or the Company shall have the right to postpone the First or Second Closing Date, as the case may be, for not more than five business days in
Appears in 1 contract
Samples: Information Management Resources Inc
Default of Underwriters. It shall be a condition to this Agreement and the obligation of the Company and the Selling Shareholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described herein, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Common Shares hereunder on either the First or Second Closing Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10% of the total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default occurs is more than the above percentage and arrangements satisfactory to the Representatives non-defaulting Underwriters and the Company for the purchase of such Common Shares by other persons are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company or the Selling Shareholders Stockholders except for the expenses to be paid by the Company and the Selling Shareholders pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Fyi Inc)
Default of Underwriters. It shall be a condition to this ----------------------- Agreement and the obligation of the Company and the Selling Shareholders Stockholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described herein, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Common Shares hereunder on either the First or Second Closing Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10% one-eleventh of the total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default occurs is more than the above percentage fraction and arrangements satisfactory to the Representatives and the Company for the purchase of such Common Shares by other persons are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company or the Selling Shareholders Stockholders except for the expenses to be paid by the Company and the Selling Shareholders Stockholders pursuant to Section 7 6 hereof and except to the extent provided in Section 11 10 hereof.
Appears in 1 contract
Default of Underwriters. It shall be a condition to this ------------------------ Agreement and the obligation obligations of the Company and the Selling Shareholders Stockholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described herein, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives Underwriters of all such shares in accordance with the terms hereof. If applicable, if any Underwriter or Underwriters default in their obligations to purchase Common Shares hereunder on either the First or Second Closing Date Date, and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters entity agreed but failed to purchase on such Closing Date does not exceed 10% of the total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, the non-defaulting Underwriters nondefaulting entities shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters entities agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default occurs is more than the above percentage percentage, and arrangements satisfactory to the Representatives you and the Company for the purchase of such Common Shares by other persons are not made within 48 hours two full business days after such default, this Agreement will terminate without liability on the part of any non-defaulting nondefaulting Underwriter or the Company or the Selling Shareholders Company, except for the expenses to be paid by the Company and the Selling Shareholders pursuant to Section 7 5 hereof and except to the extent provided in Section 11 7 hereof.
Appears in 1 contract
Samples: Registration Rights Agreement (Periscope Sportswear Inc)
Default of Underwriters. It shall be a condition to ----------------------- this Agreement and the obligation of the Company and the Selling Shareholders Stockholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described herein, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives Underwriters of all such shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Common Shares hereunder on either the First or Second Closing Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10% of the total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default occurs is more than the above percentage and arrangements satisfactory to the Representatives Underwriters and the Company for the purchase of such Common Shares by other persons are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-non- defaulting Underwriter or the Company or the Selling Shareholders Stockholders except for the expenses to be paid by the Company and the Selling Shareholders Stockholders pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof.
Appears in 1 contract
Default of Underwriters. It shall be a condition to this Agreement the agreement and the obligation of the Company and the Selling Shareholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described hereinhereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such shares Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Common Shares hereunder on either the First or Second Closing Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10% 10 percent of the total number of Common Shares which the Underwriters are obligated to purchase on such the First Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Datedate. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default occurs or defaults occur is more than the above percentage and arrangements satisfactory to the Representatives and the Company for the purchase of such Common Shares by other persons are not made within 48 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company or the Selling Shareholders Company, except for the expenses to be paid by the Company and the Selling Shareholders pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof.
Appears in 1 contract
Samples: Pricing Agreement (Mazel Stores Inc)
Default of Underwriters. It shall be a condition to this ----------------------- Agreement and the obligation of the Company and the Selling Shareholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described herein, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives Underwriters of all such shares in accordance with the terms hereof. If any Underwriter or Underwriters default EITHER UNDERWRITER defaults in their obligations its obligation to purchase Common Shares hereunder on either the First or Second Closing Date and the aggregate number of Common Shares which that such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10% of the total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase on such Closing Date, the non- defaulting Underwriters shall be obligated to purchase the Common Shares which that such defaulting Underwriters Underwriter agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default defaults and the aggregate number of Common Shares with respect to which such default occurs is more than the above percentage and arrangements satisfactory to the Representatives Underwriters and the Company sellers of such Common Shares for the purchase of such Common Shares by other persons are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any the non-defaulting Underwriter Underwriters or the Company or the Selling Shareholders (except for the expenses to be paid by the Company and the Selling Shareholders pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof).
Appears in 1 contract
Samples: Underwriting Agreement (Jones Education Networks Inc)
Default of Underwriters. It shall be a condition to this Agreement and the obligation of the Company and the Selling Shareholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described herein, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Common Shares hereunder on either the First or Second Closing Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10% of the total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default occurs is more than the above percentage and arrangements satisfactory to the Representatives and the Company for the purchase of such Common Shares by other persons are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company or the Selling Shareholders except for the expenses to be paid by the Company and the Selling Shareholders pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof.made
Appears in 1 contract
Samples: Dollar Tree Stores Inc
Default of Underwriters. It shall be a condition to this ----------------------- Agreement and the obligation of the Company and each of the Selling Shareholders Stockholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described herein, that, except as hereinafter in this paragraph Section provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such shares in accordance with the terms hereof. If any Underwriter or Underwriters default in its or their obligations to purchase the Common Shares hereunder on either the First or Second Closing Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10% of the total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default occurs is more than 10% of the above percentage total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Common Shares or Notes by other persons are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or Underwriters, the Company or the Selling Shareholders Stockholders except for the expenses to be paid by the Company and the Selling Shareholders Stockholders pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof.. In the event that the Common Shares to which a default relates are to be purchased by the non-defaulting Underwriters or by another party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date or the
Appears in 1 contract
Default of Underwriters. It shall be a condition to this Agreement the agreement and the obligation of the Company and the Selling Shareholders Stockholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described hereinhereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such shares Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Common Shares hereunder on either the First or Second Closing Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10% 10 percent of the total number of Common Shares which the Underwriters are obligated to purchase on such the First Closing Date, the non-defaulting Representatives may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Datedate. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default occurs or defaults occur is more than the above percentage and arrangements satisfactory to the Representatives and the Company for the purchase of such Common Shares by other persons are not made within 48 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting nondefaulting Underwriter or the Company or the Selling Shareholders Stockholders, except for the expenses to be paid by the Company and the Selling Shareholders pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof.
Appears in 1 contract
Samples: Prism Financial Corp
Default of Underwriters. It shall be a condition to this Agreement the agreement and the obligation of the Company and the Selling Shareholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described hereinhereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such shares Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Common Shares hereunder on either the First or Second Closing Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10% 10 percent of the total number of Common Shares which the Underwriters are obligated to purchase on such the First Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Datedate. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default occurs or defaults occur is more than the above percentage and arrangements satisfactory to the Representatives and the Company for the purchase of such Common Shares by other persons are not made within 48 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company or the Selling Shareholders except for the expenses to be paid by the Company and the Selling Shareholders pursuant to Section 7 6 hereof (other than SECTION 6(ii)) and except to the extent provided in Section 11 10 hereof.
Appears in 1 contract
Samples: Zengine Inc
Default of Underwriters. It shall be a condition to this ----------------------- Agreement and the obligation of the Company and the Selling Shareholders Stockholder to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described herein, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Common Shares hereunder on either the First or Second Closing Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10% of the total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default occurs is more than the above percentage and arrangements satisfactory to the Representatives and the Company for the purchase of such Common Shares by other persons are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company or the Selling Shareholders Stockholder except for the expenses to be paid by the Company and the Selling Shareholders Stockholder pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof.. In the event that Common Shares to which a default relates are to be purchased by the non-defaulting Underwriters or by another party or parties, the Representatives or the Company shall have the right to postpone the First or Second Closing Date, as the case may be, for not more than five business days in order that the
Appears in 1 contract
Samples: Underwriting Agreement (Orchard Supply Hardware Stores Corp)
Default of Underwriters. It shall be a condition to this Agreement the agreement and the obligation of the Company and the Selling Shareholders Stockholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described hereinhereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such shares Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Common Shares hereunder on either the First Closing Date or the Second Closing Date Date, as the case may be, and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10% 10 percent of the total number of Common Shares which the Underwriters are obligated to purchase on such the First Closing Date or the Second Closing Date, as the non-defaulting case may be, the Representatives may make arrangements satisfactory to the Selling Stockholders for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Datedate. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default occurs or defaults occur is more than the above percentage and arrangements satisfactory to the Representatives and the Company Selling Stockholders for the purchase of such Common Shares by other persons are not made within 48 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting nondefaulting Underwriter or the Company or the Selling Shareholders Stockholders, except for the expenses to be paid by the Company and the Selling Shareholders pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof.
Appears in 1 contract
Samples: CDW Computer Centers Inc
Default of Underwriters. It shall be a condition to this ----------------------- Agreement and the obligation of the Company and each of the Selling Shareholders Stockholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described herein, that, except as hereinafter in this paragraph Section provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such shares in accordance with the terms hereof. If any Underwriter or Underwriters default in its or their obligations to purchase the Common Shares hereunder on either the First or Second Closing Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10% of the total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default occurs is more than 10% of the above percentage total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Common Shares or Notes by other persons are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or Underwriters, the Company or the Selling Shareholders Stockholders except for the expenses to be paid by the Company and the Selling Shareholders Stockholders pursuant to Section 7 8 hereof and except to the extent provided in Section 11 12 hereof.
Appears in 1 contract
Default of Underwriters. It shall be a condition to this Agreement and the obligation obligations of the Company and the Selling Shareholders Stockholder to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described herein, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives Underwriters of all such shares in accordance with the terms hereof. If applicable, if any Underwriter or Underwriters default in their obligations to purchase Common Shares hereunder on either the First or Second Closing Date Date, and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters entity agreed but failed to purchase on such Closing Date does not exceed 10% of the total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, the non-defaulting Underwriters nondefaulting entities shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters entities agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default occurs is more than the above percentage and arrangements satisfactory to you, the Representatives Company and the Company Custodian for the purchase of such Common Shares by other persons are not made within 48 hours two full business days after such default, this Agreement will terminate without liability on the part of any non-defaulting nondefaulting Underwriter or the Company or the Selling Shareholders Stockholder, except for the expenses to be paid or reimbursed by the Company and the Selling Shareholders pursuant to Section 7 Sections 6 and 8 hereof and except to the extent provided in Section 11 10 hereof.
Appears in 1 contract
Default of Underwriters. It shall be a condition to this Agreement and the obligation of the Company and the Selling Shareholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described herein, that, except as hereinafter in this paragraph Section provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such shares in accordance with the terms hereof. If any Underwriter or Underwriters default in its or their obligations to purchase Common Shares hereunder on either the First or Second Closing Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10% of the total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default occurs is more than 10% of the above percentage total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Common Shares by other persons are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company or the Selling Shareholders Partnership except for the expenses to be paid by the Company and the Selling Shareholders pursuant to Section 7 6 hereof and except to the extent provided in Section 11 10 hereof.. In the event that Common Shares to which a default relates are to be purchased by the non-defaulting Underwriters or by another party or parties, the Representatives or the Company shall have the right to postpone the First or Second Closing
Appears in 1 contract
Samples: Sunstone Hotel Investors Inc
Default of Underwriters. It shall be a condition to this ----------------------- Agreement and the obligation of the Company and the Selling Shareholders to sell and deliver the Common Shares Notes hereunder, and of each Underwriter to purchase the Common Shares Notes in the manner as described herein, that, except as hereinafter in this paragraph Section provided, each of the Underwriters shall purchase and pay for all the Common Shares Notes agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such shares in accordance with the terms hereof. If any Underwriter or Underwriters so default in their obligations obligation to purchase Common Shares Notes hereunder on either the First or Second Closing Date Date, and the aggregate number of Common Shares Notes which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10% of the total number of Common Shares Notes which the Underwriters are obligated to purchase on such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares Notes which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares Notes with respect to which such default occurs is more than 10% of the above percentage total number of Notes which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Common Shares Notes by other persons are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company or the Selling Shareholders except for the expenses to be paid by the Company and the Selling Shareholders pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof.
Appears in 1 contract
Default of Underwriters. It shall be a condition to this Agreement and the obligation of the Company and the Selling Shareholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described herein, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Common Shares hereunder on either the First or Second Closing Date or any Date of Delivery and the aggregate number of Common Shares which that such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10% of the total number of Common the Shares which the Underwriters are obligated to purchase be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the non-defaulting Underwriters, but if no such arrangements are made by the Closing DateDate or the applicable Date of Delivery, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which that such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate total number of Common the Shares with respect to which such default or defaults occurs is more than exceeds 10% of the above percentage total number of the Shares to be purchased on the Closing Date or a Date of Delivery, as the case may be, and arrangements satisfactory to the Representatives and the Company for the purchase of such Common Shares by other persons are not made within 48 36 hours after such default, then the Company shall be entitled to a further period of 36 hours within which to procure other persons reasonably satisfactory to the non-defaulting Underwriters to purchase such Shares. If, after giving effect to any such arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company, the aggregate amount of such Shares that remains unpurchased exceeds 10% of the total amount of the Shares, then this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company or the Selling Shareholders Company, except for the expenses to be paid by the Company and the Selling Shareholders pursuant to Section 7 hereof and except to the extent as provided in Section 11 hereof6. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. 8.
Appears in 1 contract
Samples: Allegiant Travel CO
Default of Underwriters. It shall be a condition to this Agreement and the obligation of the Company and the Selling Shareholders Stockholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described herein, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such shares in accordance with the terms hereof. If any Underwriter or Underwriters default defaults in their its obligations to purchase Common Shares hereunder on either the First or Second Closing Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10% of the total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters Underwriter agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default defaults and the aggregate number of Common Shares with respect to which such default occurs is more than the above percentage and arrangements satisfactory to the Representatives and the Company for the purchase of such Common Shares by other persons are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company or the Selling Shareholders Stockholders except for the expenses to be paid by the Company and the Selling Shareholders Stockholders pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Landrys Seafood Restaurants Inc)
Default of Underwriters. It shall be a condition to this Agreement and the obligation obligations of the Company and the Selling Shareholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described herein, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives Underwriters of all such shares in accordance with the terms hereof. If applicable, if any Underwriter or Underwriters default in their obligations to purchase Common Shares hereunder on either the First or Second Closing Date Date, and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters entity agreed but failed to purchase on such Closing Date does not exceed 10% of the total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, the non-defaulting Underwriters nondefaulting entities shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters entities agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default occurs is more than the above percentage percentage, and arrangements satisfactory to the Representatives you and the Company for the purchase of such Common Shares by other persons are not made within 48 hours two full business days after such default, this Agreement will terminate without liability on the part of any non-defaulting nondefaulting Underwriter or the Company or the Selling Shareholders Company, except for the expenses to be paid by the Company and the Selling Shareholders pursuant to Section 7 6 hereof and except to the extent provided in Section 11 10 hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Pacific Community Banking Group)
Default of Underwriters. It shall be a condition to this Agreement and the obligation of the Company and the Selling Shareholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described herein, that, except as hereinafter in this paragraph Section provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such shares in accordance with the terms hereof. If any Underwriter or Underwriters default in its or their obligations to purchase Common Shares hereunder on either the First or Second Closing Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10% of the total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default occurs is more than 10% of the above percentage total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Common Shares by other persons are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company or the Selling Shareholders except for the expenses to be paid by the Company and the Selling Shareholders pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof.Representatives
Appears in 1 contract
Samples: Sunstone Hotel Investors Inc
Default of Underwriters. It shall be a condition to this Agreement and the obligation of the Company and the Selling Shareholders Stockholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described herein, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives Underwriters of all such shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Common Shares hereunder on either the First or Second any Closing Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10% of the total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default occurs is more than the above percentage and arrangements satisfactory to the Representatives Underwriters and the Company for the purchase of such Common Shares by other persons are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company or the Selling Shareholders Stockholders except for the expenses to be paid by the Company and the Selling Shareholders Stockholders pursuant to Section Sections 7 and 9 hereof and except to the extent provided in that Section 11 hereofhereof shall at all times be effective and shall survive such termination.
Appears in 1 contract
Samples: Whitehall Jewellers Inc
Default of Underwriters. It shall be a condition to this Agreement the agreement and the obligation of the Company and the Selling Shareholders Offerors to sell and deliver the Common Shares Trust Preferred Securities hereunder, and of each Underwriter to purchase the Common Shares in the manner as described hereinTrust Preferred Securities hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all the Common Shares Trust Preferred Securities agreed to be purchased by such Underwriter hereunder upon tender to the Representatives Representative of all such shares Trust Preferred Securities in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Common Shares Trust Preferred Securities hereunder on either the First or Second Closing Date and the aggregate number of Common Shares Trust Preferred Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10% 10 percent of the total number of Common Shares Trust Preferred Securities which the Underwriters are obligated to purchase on such the Closing Date, the non-defaulting Representative may make arrangements satisfactory to the Offerors for the purchase of such Trust Preferred Securities by other persons, including any of the Underwriters; but if no such arrangements are made by such date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default occurs is more than the above percentage and arrangements satisfactory to the Representatives and the Company for the purchase of such Common Shares by other persons are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company or the Selling Shareholders except for the expenses to be paid by the Company and the Selling Shareholders pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof.the
Appears in 1 contract
Samples: Prosperity Capital Trust I
Default of Underwriters. It shall be a condition to this Agreement and the obligation of the Company and the Selling Shareholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described herein, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives Underwriters of all such shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Common Shares hereunder on either the First or Second Closing Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10% of the total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, the non-defaulting nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default occurs is more than the above percentage and arrangements satisfactory to the Representatives Underwriters and the Company for the purchase of such Common Shares by other persons are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting nondefaulting Underwriter or the Company or the Selling Shareholders Parent except for the expenses to be paid by the Company and the Selling Shareholders Parent pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof.
Appears in 1 contract
Samples: Atl Products Inc
Default of Underwriters. It shall be a condition to this Agreement and the obligation of the Company and the Selling Shareholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described herein, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Common Shares hereunder on either the First or Second Closing Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10% of the total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default occurs is more than the above percentage and arrangements satisfactory to the Representatives and the Company for the purchase of such Common Shares by other persons are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company or the Selling Shareholders except for the expenses to be paid by the Company and the Selling Shareholders pursuant to Section 7 hereof and except to the extent provided in Section 11 6 hereof.
Appears in 1 contract
Samples: Wolverine World Wide Inc /De/
Default of Underwriters. It shall be a condition to this Agreement and the obligation of the Company and the Selling Shareholders Parent to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described herein, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives Underwriters of all such shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Common Shares hereunder on either the First or Second Closing Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10% of the total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default occurs is more than the above percentage and arrangements satisfactory to the Representatives Underwriters and the Company for the purchase of such Common Shares by other persons are ore not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company or the Selling Shareholders Parent except for the expenses to be paid by the Company and the Selling Shareholders Parent pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof.
Appears in 1 contract
Default of Underwriters. It shall be a condition to this Agreement and the obligation of the Company and the Selling Shareholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described herein, that, except as hereinafter in this paragraph provided, each of the Underwriters you shall purchase and pay for all of the Common Shares agreed to be purchased by such Underwriter you hereunder upon tender to the Representatives you of all such shares Common Shares in accordance with the terms hereof. If any Underwriter or Underwriters you default in their your obligations to purchase Common Shares hereunder on either the First or Second Closing Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters you agreed but failed to purchase on such Closing Date does not exceed ten percent (10% %) of the total number of Common Shares which the Underwriters you are obligated to purchase on such Closing Date, you may make arrangements satisfactory to the non-defaulting Underwriters Company for the purchase of such Common Shares by other persons, but if no such arrangements are made by such Closing Date you shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters you agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters you so default and the aggregate number of Common Shares with respect to which such default occurs or defaults occur is more greater than the above percentage and arrangements satisfactory to the Representatives you and the Company for the purchase of such Common Shares by other persons are not made within 48 with 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company or the Selling Shareholders Company, except for the expenses to be paid by the Company and the Selling Shareholders pursuant to Section 7 8 hereof and except to the extent provided in Section 11 12 hereof. In the event that Common Shares to which a default relates are to be purchased by another party or parties, you or the Company shall have the right to postpone the First or Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. Nothing herein will relieve you from liability for your default.
Appears in 1 contract
Samples: Underwriting Agreement (Chesapeake Biological Laboratories Inc)
Default of Underwriters. It shall be a condition to this Agreement and the obligation of the Company and the Selling Shareholders to sell and deliver the Common Shares hereunder, and obligations of each Underwriter to purchase the Common Shares Preferred Securities in the manner as described herein, that, except as hereinafter provided in this paragraph providedsection, each of the Underwriters shall purchase and pay for all the Common Shares Preferred Securities agreed to be purchased by such Underwriter hereunder upon tender to the Representatives Underwriters of all such shares Preferred Securities in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Common Shares Preferred Securities hereunder on either the First Closing Date or the Second Closing Date and the aggregate number of Common Shares Preferred Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed ten percent (10% %) of the total number of Common Shares Preferred Securities which the Underwriters are obligated to purchase on such Closing Date, the non-defaulting Underwriters may make arrangements for the purchase of such Preferred Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default occurs is more than the above percentage and arrangements satisfactory to the Representatives and the Company for the purchase of such Common Shares by other persons are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company or the Selling Shareholders except for the expenses to be paid by the Company and the Selling Shareholders pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof.purchase
Appears in 1 contract
Samples: Dayton Superior Capital Trust
Default of Underwriters. It shall be a condition to this Agreement and the obligation of the Company and the Selling Shareholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described herein, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Common Shares hereunder on either the First or Second Closing Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10% of the total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default occurs is more than the above percentage and arrangements satisfactory to the Representatives and the Company for the purchase of such Common Shares by other persons are not made within 48 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or Underwriter, the Company or the Selling Shareholders except for the expenses to be paid by the Company and the Selling Shareholders pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof.
Appears in 1 contract
Samples: Dollar Tree Stores Inc
Default of Underwriters. It shall will be a condition to this Agreement and the obligation of the Company and the Selling Shareholders Shareholder to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described herein, that, except as hereinafter in this paragraph provided, each of the Underwriters shall will purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives Representative of all such shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Common Shares hereunder on either the First Closing Date or Second the Option Closing Date and the aggregate number of Common Shares which that such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10% 10 percent of the total number of Common Shares which that the Underwriters are obligated to purchase on such the Closing Date or Option Closing Date, as the non-defaulting case may be, the nondefaulting Underwriters shall will be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which that such defaulting Underwriters agreed but failed to purchase on such the Closing Date or Option Closing Date, as the case may be. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default occurs is more than the above percentage and arrangements satisfactory to the Representatives Representative, the Company and the Company Selling Shareholder for the purchase of such Common Shares by other persons are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting nondefaulting Underwriter or the Company or the Selling Shareholders except for the expenses to be paid by the Company and the Selling Shareholders Shareholder pursuant to Section 7 hereof and except to the extent provided in Section 11 5 hereof.
Appears in 1 contract
Default of Underwriters. It shall be a condition to this Agreement and the obligation of the Company and the Selling Shareholders Stockholder to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described herein, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives Underwriters of all such shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Common Shares hereunder on either the First or Second Closing Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10% of the total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default occurs is more than the above percentage and arrangements satisfactory to the Representatives Underwriters and the Company for the purchase of such Common Shares by other persons are ore not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company or the Selling Shareholders Stockholder except for the expenses to be paid by the Company and the Selling Shareholders Stockholder pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Larscom Inc)
Default of Underwriters. It shall be a condition to this Agreement and the obligation of the Company and the Selling Shareholders Stockholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described herein, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Common Shares hereunder on either the First or Second Closing Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10% of the total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default occurs is more than the above percentage and arrangements satisfactory to the Representatives and the Company for the purchase of such Common Shares by other persons are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company or the Selling Shareholders Stockholders except for the expenses to be paid by the Company and the Selling Shareholders Stockholders pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof.. In the event that Common Shares to which a default relates are to be purchased by the non-defaulting Underwriters or by another party or parties, the Representatives or the Company shall have the right to postpone the First or Second Closing Date, as the case may be, for not more than five
Appears in 1 contract
Samples: Macrovision Corp
