DESIGNATION OF UNDERWRITER; UNDERWRITING AGREEMENT Sample Clauses

DESIGNATION OF UNDERWRITER; UNDERWRITING AGREEMENT. In the case of any registration effected pursuant to Section 7.3 for an underwritten public offering, the managing underwriter shall be selected by the Initiating Holders, but must be reasonably acceptable to the Issuer. In the event that a registration pursuant to Section 7.2 or 7.3 is for a registered public offering involving an underwriting, the Issuer shall so advise the Holders as part of the notice given to them. In such event, the right of any Holder to registration pursuant to Section 7.2 or 7.3 shall be conditioned upon such Holder's participation in the underwriting arrangements required by this Section 7.5, and the inclusion of such Holder's Registrable Shares, as the case may be, in the underwriting to the extent requested shall be limited to the extent provided herein; provided, however, in any demand registration pursuant to Section 7.3 hereof, the underwriting agreement must be mutually agreeable to the Issuer and the Holder of the Registrable Shares being included.
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Related to DESIGNATION OF UNDERWRITER; UNDERWRITING AGREEMENT

  • Designation of Underwriter In the case of any registration initiated by the Company, the Company shall have the right to designate the managing underwriter in any underwritten offering.

  • Authorization of Underwriting Agreement This Agreement has been duly authorized, executed and delivered by the Company.

  • The Underwriting Agreement This Agreement has been duly authorized, executed and delivered by the Company.

  • Representation of Underwriters The Representatives will act for the several Underwriters in connection with this financing, and any action under this Agreement taken by the Representatives will be binding upon all the Underwriters.

  • Other Underwriting Agreements The Company is not a party to any agreement with an agent or underwriter for any other “at the market” or continuous equity transaction.

  • Description of the Underwriting Agreement This Agreement conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

  • Substitution of Underwriters If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock hereunder on any Closing Date and the aggregate number of shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect.

  • Underwriting Agreement This Agreement has been duly authorized, executed and delivered by the Company.

  • Selection of Underwriters The Holders of Transfer Restricted Securities covered by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering. In any such Underwritten Offering, the investment banker(s) and managing underwriter(s) that will administer such offering will be selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included in such offering; provided, however, that such investment banker(s) and managing underwriter(s) must be reasonably satisfactory to the Company.

  • Authorization of the Underwriting Agreement This Agreement has been duly authorized, executed and delivered by the Company.

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