Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such date (the “Defaulted Shares”), and the aggregate number of Defaulted Shares does not exceed one-tenth of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall be obligated severally to purchase the full amount thereof in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule I bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representative may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If the Defaulted Shares exceed one-tenth of the aggregate number of Firm Shares to be purchased on the Closing Date, and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. In any such case, either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be affected. If the Defaulted Shares exceed one-tenth of the aggregate number of Additional Shares to be purchased on an Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
Appears in 9 contracts
Samples: Underwriting Agreement (Eagle Point Income Co Inc.), Underwriting Agreement (Eagle Point Institutional Income Fund), Underwriting Agreement (Eagle Point Credit Co Inc.)
Effectiveness; Defaulting Underwriters. (a) This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. ;
(b) If, on the Closing Date or an Option any Additional Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Shares that it has or they have agreed to purchase hereunder on such date (the “Defaulted Shares”)date, and the aggregate number of Defaulted the Shares does which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not exceed more than one-tenth (10%) of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall be obligated severally to purchase the full amount thereof in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule I bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representative may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that, in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 23 by an amount in excess of one-ninth (1/9) of such number of Shares without the written consent of such Underwriter. If If, on the Defaulted Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares exceed and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 36 thirty six (36) hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting UnderwriterUnderwriter or the Company. In any such case, either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale ProspectusPricing Disclosure Package, in the Final Prospectus or in any other documents or arrangements may be affectedeffected. If If, on an Additional Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Option Shares and the Defaulted aggregate number of Option Shares exceed with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Additional Option Shares to be purchased on an Option such Additional Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Option Shares to be sold on such Option Additional Closing Date or (ii) purchase not less than the number of Additional Option Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
(c) If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the reasonable fees and disbursements of their counsel) incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder; provided, however, that the Company’s obligations with respect to the Representative’s accountable expenses shall be applied to payment pursuant to this Section 23(c).
Appears in 5 contracts
Samples: Underwriting Agreement (APRINOIA Therapeutics Inc.), Underwriting Agreement (APRINOIA Therapeutics Inc.), Underwriting Agreement (Ispire Technology Inc.)
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such date (the “Defaulted Shares”), and the aggregate number of Defaulted Shares does not exceed one-tenth of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall be obligated severally to purchase the full amount thereof in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule I bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representative may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If the Defaulted Shares exceed one-tenth of the aggregate number of Firm Shares to be purchased on the Closing Date, and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. In any such case, case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be affected. If the Defaulted Shares exceed one-tenth of the aggregate number of Additional Shares to be purchased on an Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
Appears in 5 contracts
Samples: Underwriting Agreement (Eagle Point Credit Co Inc.), Underwriting Agreement (Eagle Point Credit Co Inc.), Underwriting Agreement (Eagle Point Credit Co Inc.)
Effectiveness; Defaulting Underwriters. (a) This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. ;
(b) If, on the Closing Date or an Option any Additional Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Shares that it has or they have agreed to purchase hereunder on such date (the “Defaulted Shares”)date, and the aggregate number of Defaulted the Shares does which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not exceed more than one-tenth (10%) of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall be obligated severally to purchase the full amount thereof in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule I bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representative may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that, in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 22 by an amount in excess of one-ninth (1/9) of such number of Shares without the written consent of such Underwriter. If If, on the Defaulted Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares exceed and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 36 thirty six (36) hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting UnderwriterUnderwriter or the Company. In any such case, either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale ProspectusPricing Disclosure Package, in the Final Prospectus or in any other documents or arrangements may be affectedeffected. If If, on an Additional Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Option Shares and the Defaulted aggregate number of Option Shares exceed with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Additional Option Shares to be purchased on an Option such Additional Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Option Shares to be sold on such Option Additional Closing Date or (ii) purchase not less than the number of Additional Option Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
(c) If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.
Appears in 5 contracts
Samples: Underwriting Agreement (HomesToLife LTD), Underwriting Agreement (HomesToLife LTD), Underwriting Agreement (YY Group Holding Ltd.)
Effectiveness; Defaulting Underwriters. (a) This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. .
(b) If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares Securities that it has or they have agreed to purchase hereunder on such date (the “Defaulted Shares”)date, and the aggregate number principal amount of Defaulted Shares does Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not exceed more than one-tenth of the aggregate number of the Shares Securities to be purchased on such date, the other Underwriters shall be obligated severally to purchase the full amount thereof in the proportions that the number aggregate principal amount of Firm Shares Notes set forth opposite their respective names in Schedule I bears to the aggregate number principal amount of Firm Shares Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representative may specify, to purchase the Shares Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the aggregate principal amount of Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-tenth of such aggregate principal amount of Securities without the written consent of such Underwriter. If If, on the Defaulted Shares exceed Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Notes and the aggregate principal amount of Securities with respect to which such default occurs is more than one-tenth of the aggregate number principal amount of Firm Shares Securities to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representative and the Company Fund for the purchase of such Firm Shares Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. In any such case, case either the Representative or the Company Fund shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be affected. If If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Notes and the Defaulted Shares exceed aggregate principal amount of Additional Notes with respect to which such default occurs is more than one-tenth of the aggregate number principal amount of Additional Shares Notes to be purchased on an such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares Notes to be sold on such Option Closing Date or (ii) purchase not less than the number principal amount of Additional Shares Notes that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
(c) If this Agreement shall be terminated by the Underwriters (other than pursuant to Section 9(i), (iii), (iv) or (v)) because of any failure or refusal on the part of the Fund or Saratoga Investment Advisors to comply with the terms or to fulfill any of the conditions of this Agreement other than the condition specified in Section 7(k) of this Agreement, or if for any reason the Fund and Saratoga Investment Advisors shall be unable to perform its obligations under this Agreement, the Fund and Saratoga Investment Advisors, jointly and severally, will reimburse the Underwriters, severally, for all out-of-pocket accountable expenses (including the reasonable fees and disbursements of their counsel) actually incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder up to a maximum of $75,000.
Appears in 5 contracts
Samples: Underwriting Agreement (Saratoga Investment Corp.), Underwriting Agreement (Saratoga Investment Corp.), Underwriting Agreement (Saratoga Investment Corp.)
Effectiveness; Defaulting Underwriters. (a) This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. ;
(b) If, on the Closing Date or an Option any Additional Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Shares that it has or they have agreed to purchase hereunder on such date (the “Defaulted Shares”)date, and the aggregate number of Defaulted the Shares does which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not exceed more than one-tenth (10%) of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall be obligated severally to purchase the full amount thereof in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule I bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representative may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that, in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 23 by an amount in excess of one-ninth (1/9) of such number of Shares without the written consent of such Underwriter. If If, on the Defaulted Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares exceed and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 36 thirty six (36) hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting UnderwriterUnderwriter or the Company. In any such case, either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale ProspectusPricing Disclosure Package, in the Final Prospectus or in any other documents or arrangements may be affectedeffected. If If, on an Additional Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Option Shares and the Defaulted aggregate number of Option Shares exceed with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Additional Option Shares to be purchased on an Option such Additional Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Option Shares to be sold on such Option Additional Closing Date or (ii) purchase not less than the number of Additional Option Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
(c) If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.
Appears in 4 contracts
Samples: Underwriting Agreement (YSX Tech Co., LTD), Underwriting Agreement (YSX Tech Co., LTD), Underwriting Agreement (Planet Image International LTD)
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing a Settlement Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares Offered Securities that it has or they have agreed to purchase hereunder on such date (the “Defaulted Shares”)date, and the aggregate number of Defaulted Shares does Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not exceed one-more than one tenth of the aggregate number of the Shares Offered Securities to be purchased on such date, the other Underwriters shall be obligated severally to purchase the full amount thereof in the proportions that the number of Firm Shares Securities set forth opposite their respective names in Schedule I bears to the aggregate number of Firm Shares Securities set forth opposite the names of all such non-non defaulting Underwriters, or in such other proportions as the Representative may specify, to purchase the Shares Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Offered Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 9 by an amount in excess of one ninth of such number of Offered Securities without the written consent of such Underwriter. If If, on the Defaulted Shares exceed one-Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Securities and the aggregate number of Firm Securities with respect to which such default occurs is more than one tenth of the aggregate number of Firm Shares Securities to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-non defaulting UnderwriterUnderwriter or the Company. In any such case, case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Statutory Prospectus, in the Prospectus or in any other documents or arrangements may be affectedeffected. If If, on a Settlement Date, any Underwriter or Underwriters shall fail or refuse to purchase Optional Securities and the Defaulted Shares exceed one-aggregate number of Optional Securities with respect to which such default occurs is more than one tenth of the aggregate number of Additional Shares Optional Securities to be purchased on an Option Closing such Settlement Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares Optional Securities to be sold on such Option Closing Settlement Date or (ii) purchase not less than the number of Additional Shares Optional Securities that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
Appears in 4 contracts
Samples: Underwriting Agreement (Social Capital Suvretta Holdings Corp. II), Underwriting Agreement (Social Capital Suvretta Holdings Corp. IV), Underwriting Agreement (Social Capital Suvretta Holdings Corp. I)
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such date (the “Defaulted Shares”), and the aggregate number of Defaulted Shares does not exceed one-tenth of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall be obligated severally to purchase the full amount thereof in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule I bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representative you may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date, provided that in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such number of Shares without the written consent of such Underwriter. If the Defaulted Shares exceed exceeds one-tenth of the aggregate number of Firm Shares to be purchased on the Closing Date, and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. In any such case, case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be affected. If the Defaulted Shares exceed are more than one-tenth of the aggregate number of Additional Shares to be purchased on an such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters because of any failure or refusal on the part of the Company, the Investment Adviser or the Administrator to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company, the Investment Adviser or the Administrator shall be unable to perform its obligations under this Agreement, the Company and the Investment Adviser and the Administrator, jointly and severally, will reimburse the Underwriters, severally, for all out-of-pocket accountable expenses (including the reasonable fees and disbursements of their counsel) actually incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.
Appears in 4 contracts
Samples: Underwriting Agreement (Sound Point Meridian Capital, Inc.), Underwriting Agreement (Eagle Point Income Co Inc.), Underwriting Agreement (Eagle Point Income Co Inc.)
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares Notes that it has or they have agreed to purchase hereunder on such date (the “Defaulted SharesNotes”), and the aggregate number principal amount of Defaulted Shares Notes does not exceed one-tenth of the aggregate number principal amount of the Shares Notes to be purchased on such date, the other Underwriters shall be obligated severally to purchase the full amount thereof in the proportions that the number principal amount of Firm Shares Notes set forth opposite their respective names in Schedule I bears to the aggregate number principal amount of Firm Shares Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representative may specify, to purchase the Shares Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If the Defaulted Shares Notes exceed one-tenth of the aggregate number principal amount of Firm Shares Notes to be purchased on the Closing Date, and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares Notes are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. In any such case, case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be affected. If the Defaulted Shares Notes exceed one-tenth of the aggregate number principal amount of Additional Shares Notes to be purchased on an Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares Notes to be sold on such Option Closing Date or (ii) purchase not less than the number principal amount of Additional Shares Notes that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
Appears in 4 contracts
Samples: Underwriting Agreement (Eagle Point Income Co Inc.), Underwriting Agreement (Eagle Point Credit Co Inc.), Underwriting Agreement (Eagle Point Credit Co Inc.)
Effectiveness; Defaulting Underwriters. (a) This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. ;
(b) If, on the Closing Date or an Option any Additional Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Shares that it has or they have agreed to purchase hereunder on such date (the “Defaulted Shares”)date, and the aggregate number of Defaulted the Shares does which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not exceed more than one-tenth (10%) of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall be obligated severally to purchase the full amount thereof in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule I bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representative may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that, in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 23 by an amount in excess of one-ninth (1/9) of such number of Shares without the written consent of such Underwriter. If If, on the Defaulted Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares exceed and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 36 thirty six (36) hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting UnderwriterUnderwriter or the Company. In any such case, either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale ProspectusPricing Disclosure Package, in the Final Prospectus or in any other documents or arrangements may be affectedeffected. If If, on an Additional Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Option Shares and the Defaulted aggregate number of Option Shares exceed with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Additional Option Shares to be purchased on an Option such Additional Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Option Shares to be sold on such Option Additional Closing Date or (ii) purchase not less than the number of Additional Option Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
(c) If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.
Appears in 4 contracts
Samples: Underwriting Agreement (Harden Technologies Inc.), Underwriting Agreement (Harden Technologies Inc.), Underwriting Agreement (Harden Technologies Inc.)
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such date (the “Defaulted Shares”), and the aggregate number of Defaulted Shares does not exceed one-tenth of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall be obligated severally to purchase the full amount thereof in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule I bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representative Representatives may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If the Defaulted Shares exceed one-tenth of the aggregate number of Firm Shares to be purchased on the Closing Date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. In any such case, case either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be affected. If the Defaulted Shares exceed one-tenth of the aggregate number of Additional Shares to be purchased on an Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
Appears in 3 contracts
Samples: Underwriting Agreement (Eagle Point Credit Co Inc.), Underwriting Agreement (Eagle Point Credit Co Inc.), Underwriting Agreement (Eagle Point Credit Co Inc.)
Effectiveness; Defaulting Underwriters. (a) This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. .
(b) If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares Securities that it has or they have agreed to purchase hereunder on such date (the “Defaulted Shares”)date, and the aggregate number principal amount of Defaulted Shares does Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not exceed more than one-tenth of the aggregate number principal amount of the Shares Securities to be purchased on such date, the other Underwriters shall be obligated severally to purchase the full amount thereof in the proportions that the number aggregate principal amount of Firm Shares Notes set forth opposite their respective names in Schedule I bears to the aggregate number of Firm Shares Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representative may specify, to purchase the Shares Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the aggregate principal amount of Notes that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-tenth of such aggregate principal amount of Securities without the written consent of such Underwriter. If If, on the Defaulted Shares exceed Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Notes and the aggregate principal amount of Securities with respect to which such default occurs is more than one-tenth of the aggregate number principal amount of Firm Shares Securities to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representative and the Company Fund for the purchase of such Firm Shares Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. In any such case, case either the Representative or the Company Fund shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be affected. If If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Notes and the Defaulted Shares exceed aggregate principal amount of Additional Notes with respect to which such default occurs is more than one-tenth of the aggregate number principal amount of Additional Shares Notes to be purchased on an such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares Notes to be sold on such Option Closing Date or (ii) purchase not less than the number principal amount of Additional Shares Notes that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
(c) If this Agreement shall be terminated by the Underwriters (other than pursuant to Section 9(i), (iii), (iv) and (v) hereof) because of any failure or refusal on the part of the Fund, the Investment Adviser or the Administrator to comply with the terms or to fulfill any of the conditions of this Agreement other than the condition specified in Section 7(k) of this Agreement, or if for any reason the Fund, the Investment Adviser or the Administrator shall be unable to perform its obligations under this Agreement, the Fund, the Investment Adviser and the Administrator, jointly and severally, will reimburse the Underwriters, severally, for all out-of-pocket accountable expenses (including the reasonable fees and disbursements of their counsel) actually incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder up to a maximum of $50,000.
Appears in 3 contracts
Samples: Underwriting Agreement (Oxford Square Capital Corp.), Underwriting Agreement (Oxford Square Capital Corp.), Underwriting Agreement (TICC Capital Corp.)
Effectiveness; Defaulting Underwriters. (a) This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. .
(b) If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares Securities that it has or they have agreed to purchase hereunder on such date (the “Defaulted Shares”)date, and the aggregate number principal amount of Defaulted Shares does Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not exceed more than one-tenth of the aggregate number of the Shares Securities to be purchased on such date, the other Underwriters shall be obligated severally to purchase the full amount thereof in the proportions that the number aggregate principal amount of Firm Shares Notes set forth opposite their respective names in Schedule I bears to the aggregate number principal amount of Firm Shares Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representative may specify, to purchase the Shares Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the aggregate principal amount of Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-tenth of such aggregate principal amount of Securities without the written consent of such Underwriter. If If, on the Defaulted Shares exceed Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Notes and the aggregate principal amount of Securities with respect to which such default occurs is more than one-tenth of the aggregate number principal amount of Firm Shares Securities to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representative and the Company Fund for the purchase of such Firm Shares Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. In any such case, case either the Representative or the Company Fund shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be affected. If If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Notes and the Defaulted Shares exceed aggregate principal amount of Additional Notes with respect to which such default occurs is more than one-tenth of the aggregate number principal amount of Additional Shares Notes to be purchased on an such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares Notes to be sold on such Option Closing Date or (ii) purchase not less than the number principal amount of Additional Shares Notes that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
(c) If this Agreement shall be terminated by the Underwriters (other than pursuant to Section 9(i), (iii), (iv) or (v)) because of any failure or refusal on the part of the Fund or Saratoga Investment Advisors to comply with the terms or to fulfill any of the conditions of this Agreement other than the condition specified in Section 7(k) of this Agreement, or if for any reason the Fund and Xxxxxxxx Investment Advisors shall be unable to perform its obligations under this Agreement, the Fund and Saratoga Investment Advisors, jointly and severally, will reimburse the Underwriters, severally, for all out-of-pocket accountable expenses (including the reasonable fees and disbursements of their counsel) actually incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder up to a maximum of $75,000.
Appears in 3 contracts
Samples: Underwriting Agreement (Saratoga Investment Corp.), Underwriting Agreement (Saratoga Investment Corp.), Underwriting Agreement (Saratoga Investment Corp.)
Effectiveness; Defaulting Underwriters. (a) This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. .
(b) If, on the Firm Shares Closing Date or an Option Shares Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase hereunder under this Agreement on such date (the “Defaulted Shares”)Closing Date, and the aggregate number of Defaulted Shares does which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not exceed more than one-tenth of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall be obligated severally to purchase the full amount thereof in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule I bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Underwriter Representative may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Date; provided that in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this section 10 by an amount in excess of one-ninth of such datenumber of Shares without the written consent of such Underwriter. If If, on the Defaulted Firm Shares exceed Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Underwriter Representative and the Company for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting UnderwriterUnderwriter or the Company. In any such case, either the Underwriter Representative or the Company shall have the right to postpone the Firm Shares Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be affectedeffected. If If, on an Option Shares Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Option Shares and the Defaulted aggregate number of Option Shares exceed with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Option Shares to be purchased on an such Shares Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Option Shares to be sold on such the Option Shares Closing Date or (ii) purchase not less than the number of Additional Option Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph 10(b) shall not relieve any defaulting Underwriter from liability in respect of any default of by such Underwriter under this Agreement or otherwise.
(c) If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement (other than for failure or non-performance by the Company due to the events described in section 9 of this Agreement resulting from circumstances not specifically related to the Company), the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated by this Agreement.
Appears in 3 contracts
Samples: Underwriting Agreement (Source Financial, Inc.), Underwriting Agreement (Sysorex Global Holdings Corp.), Underwriting Agreement (Sysorex Global Holdings Corp.)
Effectiveness; Defaulting Underwriters. (a) This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. .
(b) If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares Securities that it has or they have agreed to purchase hereunder on such date (the “Defaulted Shares”)date, and the aggregate number principal amount of Defaulted Shares does Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not exceed more than one-tenth of the aggregate number principal amount of the Shares Securities to be purchased on such date, the other Underwriters shall be obligated severally to purchase the full amount thereof in the proportions that the number aggregate principal amount of Firm Shares Notes set forth opposite their respective names in Schedule I bears to the aggregate number principal amount of Firm Shares Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representative may specify, to purchase the Shares Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the aggregate principal amount of Notes that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-tenth of such aggregate principal amount of Securities without the written consent of such Underwriter. If If, on the Defaulted Shares exceed Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Notes and the aggregate principal amount of Securities with respect to which such default occurs is more than one-tenth of the aggregate number principal amount of Firm Shares Securities to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representative and the Company Fund for the purchase of such Firm Shares Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. In any such case, case either the Representative or the Company Fund shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be affected. If If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Notes and the Defaulted Shares exceed aggregate principal amount of Additional Notes with respect to which such default occurs is more than one-tenth of the aggregate number principal amount of Additional Shares Notes to be purchased on an such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares Notes to be sold on such Option Closing Date or (ii) purchase not less than the number principal amount of Additional Shares Notes that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
(c) If this Agreement shall be terminated by the Underwriters (other than pursuant to Section 9(i), (iii), (iv) or (v)) because of any failure or refusal on the part of the Fund, the Investment Advisor or the Administrator to comply with the terms or to fulfill any of the conditions of this Agreement other than the condition specified in Section 7(k) of this Agreement, or if for any reason the Fund, the Investment Advisor and the Administrator shall be unable to perform its obligations under this Agreement, the Fund, the Investment Advisor and the Administrator, jointly and severally, will reimburse the Underwriters, severally, for all out-of-pocket accountable expenses (including the reasonable fees and disbursements of their counsel) actually incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder up to a maximum of $50,000.
Appears in 2 contracts
Samples: Underwriting Agreement (WhiteHorse Finance, Inc.), Underwriting Agreement (Capitala Finance Corp.)
Effectiveness; Defaulting Underwriters. (a) This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. ;
(b) If, on the Closing Date or an Option any Additional Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Shares that it has or they have agreed to purchase hereunder on such date (the “Defaulted Shares”)date, and the aggregate number of Defaulted the Shares does which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not exceed more than one-tenth (10%) of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall be obligated severally to purchase the full amount thereof in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule I bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representative may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that, in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 23 by an amount in excess of one-ninth (1/9) of such number of Shares without the written consent of such Underwriter. If If, on the Defaulted Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares exceed and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 36 thirty six (36) hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting UnderwriterUnderwriter or the Company. In any such case, either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale ProspectusPricing Disclosure Package, in the Final Prospectus or in any other documents or arrangements may be affectedeffected. If If, on an Additional Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Option Shares and the Defaulted aggregate number of Option Shares exceed with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Additional Option Shares to be purchased on an Option such Additional Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Option Shares to be sold on such Option Additional Closing Date or (ii) purchase not less than the number of Additional Option Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
(c) If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the reasonable fees and disbursements of their counsel) incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.
Appears in 2 contracts
Samples: Underwriting Agreement (Tungray Technologies Inc), Underwriting Agreement (Tungray Technologies Inc)
Effectiveness; Defaulting Underwriters. (a) This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.
(b) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Shares or Additional Shares hereunder, and if the Firm Shares or Additional Shares with respect to which such default relates (the “Default Shares”) do not (after giving effect to arrangements, if any, made by the Managers pursuant to subsection (b) below) exceed in the aggregate 10% of the number of Firm Shares or Additional Shares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company and the Selling Shareholder that number of Default Shares that bears the same proportion of the total number of Default Shares then being purchased as the number of (x) Firm Primary Shares set forth opposite the name of such Underwriter in Schedule II hereto bears to the aggregate number of Firm Primary Shares set forth opposite the names of the non-defaulting Underwriters and (y) Firm Secondary Shares set forth opposite the name of such Underwriter in Schedule III hereto bears to the aggregate number of Firm Secondary Shares, as applicable, subject, however, in each case to such adjustments to eliminate fractional shares as the Managers in their sole discretion shall make.
(c) In the event that the aggregate number of Default Shares exceeds 10% of the number of Firm Shares or Additional Shares, as the case may be, the Managers may in their discretion arrange for themselves or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Shares on the terms contained herein. IfIn the event that within five calendar days after such a default the Managers do not arrange for the purchase of the Default Shares as provided in this Section 13, this Agreement or, in the case of a default with respect to the Additional Shares, the obligations of the Underwriters to purchase and of the Company and the Selling Shareholder to sell the Additional Shares shall thereupon terminate, without liability on the part of the Company or the Selling Shareholder with respect thereto (except in each case as provided in Sections 7(i), 10, 11 or 14) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters or the relevant Sellers for damages occasioned by its or their default hereunder.
(d) In the event that any Default Shares are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Managers or the relevant Sellers shall have the right to postpone the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such date (the “Defaulted Shares”), and the aggregate number of Defaulted Shares does for a period not exceed one-tenth of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall be obligated severally to purchase the full amount thereof in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule I bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representative may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If the Defaulted Shares exceed one-tenth of the aggregate number of Firm Shares to be purchased on the Closing Date, and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. In any such case, either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, exceeding five business days in order that the required changes, if any, to effect whatever changes may thereby be made necessary in the Registration StatementStatements, in the Time of Sale Prospectus, in General Disclosure Package or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or arrangements may be affected. If supplement to the Defaulted Shares exceed one-tenth of Registration Statements, General Disclosure Package or the aggregate number of Additional Shares to be purchased on an Option Closing DateProspectus which, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence opinion of such defaultUnderwriters’ Counsel, may thereby be made necessary or advisable. Any action taken The term “Underwriter” as used in this Agreement shall include any party substituted under this paragraph shall not relieve any defaulting Underwriter from liability in Section 13 with like effect as if it had originally been a party to this Agreement with respect of any default of to such Underwriter under this AgreementFirm Shares and Additional Shares.
Appears in 2 contracts
Samples: Underwriting Agreement (Seacoast Banking Corp of Florida), Underwriting Agreement (CapGen Capital Group III LP)
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares Offered ADSs that it has or they have agreed to purchase hereunder on such date (the “Defaulted Shares”)date, and the aggregate number of Defaulted Shares does Offered ADSs which such defaulting Underwriter or Underwriters agreed to but failed or refused to purchase is not exceed more than one-tenth of the aggregate number of the Shares Offered ADSs to be purchased on such date, the other Underwriters shall be obligated severally to purchase the full amount thereof in the proportions that the number of Firm Shares ADSs set forth opposite their respective names in Schedule I bears to the aggregate number of Firm Shares ADSs set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representative you may specify, to purchase the Shares ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Offered ADSs that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such number of Offered ADSs without the written consent of such Underwriter. If If, on the Defaulted Shares exceed Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Offered ADSs and the aggregate number of Offered ADSs with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares Offered ADSs to be purchased on the Closing Datepurchased, and arrangements satisfactory to the Representative you and the Company for the purchase of such Firm Shares Offered ADSs are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting UnderwriterUnderwriter or the Company. In any such case, case either the Representative you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, Statement and in the Prospectus or in any other documents or arrangements may be affectedeffected. If If, on the Defaulted Shares exceed Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional ADSs and the aggregate number of Additional ADSs with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares ADSs to be purchased on an Option Closing Datepurchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date ADSs or (ii) purchase not less than the number of Additional Shares ADSs that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.
Appears in 2 contracts
Samples: Underwriting Agreement (HDFC Bank LTD), Underwriting Agreement (HDFC Bank LTD)
Effectiveness; Defaulting Underwriters. (a) This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. .
(b) If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares Securities that it has or they have agreed to purchase hereunder on such date (the “Defaulted Shares”)date, and the aggregate number principal amount of Defaulted Shares does Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not exceed more than one-tenth of the aggregate number of the Shares Securities to be purchased on such date, the other Underwriters shall be obligated severally to purchase the full amount thereof in the proportions that the number aggregate principal amount of Firm Shares Notes set forth opposite their respective names in Schedule I bears to the aggregate number principal amount of Firm Shares Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representative may specify, to purchase the Shares Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the aggregate principal amount of Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-tenth of such aggregate principal amount of Securities without the written consent of such Underwriter. If If, on the Defaulted Shares exceed Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Notes and the aggregate principal amount of Securities with respect to which such default occurs is more than one-tenth of the aggregate number principal amount of Firm Shares Securities to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representative and the Company Fund for the purchase of such Firm Shares Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. In any such case, case either the Representative or the Company Fund shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be affected. If If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Notes and the Defaulted Shares exceed aggregate principal amount of Additional Notes with respect to which such default occurs is more than one-tenth of the aggregate number principal amount of Additional Shares Notes to be purchased on an such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares Notes to be sold on such Option Closing Date or (ii) purchase not less than the number principal amount of Additional Shares Notes that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
(c) If this Agreement shall be terminated by the Underwriters (other than pursuant to Section 9(i), (iii), (iv) or (v)) because of any failure or refusal on the part of the Fund or Terra Income Advisors to comply with the terms or to fulfill any of the conditions of this Agreement other than the condition specified in Section 7(k) of this Agreement, or if for any reason the Fund and Terra Income Advisors shall be unable to perform its obligations under this Agreement, the Fund and Terra Income Advisors, jointly and severally, will reimburse the Underwriters, severally, for all out-of-pocket accountable expenses (including the reasonable fees and disbursements of their counsel) actually incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder up to a maximum of $75,000.
Appears in 2 contracts
Samples: Underwriting Agreement (Terra Income Fund 6, Inc.), Underwriting Agreement (Terra Income Fund 6, Inc.)
Effectiveness; Defaulting Underwriters. (a) This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. .
(b) If, on the Firm Shares Closing Date or an Option Shares Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase hereunder under this Agreement on such date (the “Defaulted Shares”)Closing Date, and the aggregate number of Defaulted Shares does which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not exceed more than one-tenth of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall be obligated severally to purchase the full amount thereof in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule I bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representative Underwriter Representatives may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Date; provided that in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this section 10 by an amount in excess of one-ninth of such datenumber of Shares without the written consent of such Underwriter. If If, on the Defaulted Firm Shares exceed Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representative Underwriter Representatives and the Company for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting UnderwriterUnderwriter or the Company. In any such case, either the Representative Underwriter Representatives or the Company shall have the right to postpone the Firm Shares Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be affectedeffected. If If, on an Option Shares Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Option Shares and the Defaulted aggregate number of Option Shares exceed with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Option Shares to be purchased on an such Shares Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Option Shares to be sold on such the Option Shares Closing Date or (ii) purchase not less than the number of Additional Option Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph 10(b) shall not relieve any defaulting Underwriter from liability in respect of any default of by such Underwriter under this Agreement or otherwise.
(c) If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement (other than for failure or non-performance by the Company due to the events described in section 9 of this Agreement resulting from circumstances not specifically related to the Company), the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated by this Agreement.
Appears in 1 contract
Samples: Underwriting Agreement (Sysorex Global Holdings Corp.)
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares Offered Securities that it has or they have agreed to purchase hereunder on such date (the “Defaulted Shares”)date, and the aggregate number of Defaulted Shares does Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not exceed more than one-tenth of the aggregate number of the Shares Offered Securities to be purchased on such date, the other Underwriters shall be obligated severally to purchase the full amount thereof in the proportions that the number of Firm Shares ADSs set forth opposite their respective names in Schedule I bears to the aggregate number of Firm Shares ADSs set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representative may specify, to purchase the Shares Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Offered Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 12 by an amount in excess of one-ninth of such number of Offered Securities without the written consent of such Underwriter. If If, on the Defaulted Shares exceed Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm ADSs and the aggregate number of Firm ADSs with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares ADSs to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares ADSs are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting UnderwriterUnderwriter or the Company. In any such case, case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be affectedeffected. If If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional ADSs and the Defaulted Shares exceed aggregate number of Additional ADSs with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares ADSs to be purchased on an such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares ADSs to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares ADSs that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.
Appears in 1 contract
Samples: Underwriting Agreement (XCHG LTD)
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares Notes that it has or they have agreed to purchase hereunder on such date (the “Defaulted SharesNotes”), and the aggregate number principal amount of Defaulted Shares Notes does not exceed one-tenth of the total aggregate number principal amount of the Shares Notes to be purchased on such date, the other Underwriters shall be obligated severally to purchase the full amount thereof in the proportions that the number principal amount of Firm Shares Notes set forth opposite their respective names in Schedule I bears to the total aggregate number principal amount of Firm Shares Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representative may specify, to purchase the Shares Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If the Defaulted Shares Notes exceed one-tenth of the aggregate number principal amount of Firm Shares Notes to be purchased on the Closing Date, and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares Notes are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. In any such case, either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be affected. If the Defaulted Shares Notes exceed one-tenth of the aggregate number principal amount of Additional Shares Notes to be purchased on an Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares Notes to be sold on such Option Closing Date or (ii) purchase not less than the number principal amount of Additional Shares Notes that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Samples: Underwriting Agreement (Eagle Point Credit Co Inc.)
Effectiveness; Defaulting Underwriters. (a) This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. .
(a) If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such date (the “Defaulted Shares”), then the Representatives shall have the right in their discretion to arrange for the purchase by one or more of the non-defaulting Underwriters, or any other underwriters, of all but not less than all of the Defaulted Shares in such amounts as may be agreed upon and upon the terms herein set forth. If within 36 hours after such default by any Underwriter, the Representatives do not arrange for the purchase of such Defaulted Shares, then the Company shall be entitled to a further period of 36 hours (which may be waived by the Company) within which to procure another party or other parties satisfactory to the Representatives to purchase the Defaulted Shares on such terms as are acceptable to the Company. In the event that, within the respective prescribed periods, the Representatives notify the Company that they have so arranged for the purchase of the Defaulted Shares, or the Company notifies the Representatives that it has so arranged for the purchase of the Defaulted Shares, the Representatives or the Company shall have the right to postpone the Closing Date or an Option Closing Date, as the case may be, for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement, the Time of Sale Prospectus or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement, the Time of Sale Prospectus or the Prospectus which may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to the Defaulted Shares.
(b) If, after giving effect to any arrangements for the purchase of Defaulted Shares by the Representatives or the Company as provided in subsection (a) above, the aggregate number of Defaulted Shares that remains unpurchased does not exceed one-tenth of the aggregate number of the Shares to be purchased on such date, then the other Underwriters Company shall be obligated severally have the right to require each non-defaulting Underwriter to purchase the full amount thereof number of Shares which such Underwriter agreed to purchase under this Agreement at the Closing Date or an Option Closing Date, as the case may be, and, in the proportions that addition, to require each non-defaulting Underwriter to purchase its pro rata shares (based on the number of Firm Shares set forth opposite their respective names in Schedule I bears which such Underwriter agreed to purchase hereunder) of the Defaulted Shares for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.
(c) If, after giving effect to any arrangements for the purchase of Defaulted Shares by the Representatives or the Company as provided above, the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representative may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If the Defaulted Shares exceed that remains unpurchased exceeds one-tenth of the aggregate number of Firm the Shares to be purchased on the Closing Date or an Option Closing Date, and arrangements satisfactory to as the Representative and case may be, or if the Company for shall not exercise the right described in subsection (b) above to require the non-defaulting Underwriters to purchase of such Firm Shares are not made within 36 hours after such defaultthe Defaulted Shares, then this Agreement (or, with respect to an Option Closing Date, the obligations of the Underwriters to sell the Additional Shares) shall terminate thereupon terminate, without liability on the part of any non-defaulting Underwriter. In any such case, either the Representative Underwriter or the Company shall have the right to postpone the Closing DateCompany, but in no event except for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be affected. If the Defaulted Shares exceed one-tenth of the aggregate number of Additional Shares expenses to be purchased on an Option Closing Date, borne by the non-defaulting Company and the Underwriters as provided in Section 7 and the indemnification and contribution agreements in Sections 8 and 9 hereof; but nothing herein shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreementfor its default.
Appears in 1 contract
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares ADSs that it has or they have agreed to purchase hereunder on such date (the “Defaulted Shares”)date, and the aggregate number of Defaulted Shares does ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not exceed more than one-tenth of the aggregate number of the Shares ADSs to be purchased on such date, the other Underwriters shall be obligated severally to purchase the full amount thereof in the proportions that the number of Firm Shares ADSs set forth opposite their respective names in Schedule I II bears to the aggregate number of Firm Shares ADSs set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representative Representatives may specify, to purchase the Shares ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of ADSs that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 11 by an amount in excess of one-ninth of such number of ADSs without the written consent of such Underwriter. If If, on the Defaulted Shares exceed Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm ADSs and the aggregate number of Firm ADSs with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares ADSs to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representative Representatives, the Company and the Company Selling Shareholders for the purchase of such Firm Shares ADSs are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter, the Company or the Selling Shareholders. In any such case, case either the Representative Representatives or the Company relevant Sellers shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be affectedeffected. If If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional ADSs and the Defaulted Shares exceed aggregate number of Additional ADSs with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares ADSs to be purchased on an such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares ADSs to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares ADSs that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. [If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, the Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all of their costs and expenses (including the fees and disbursements of their counsel) reasonably incurred as of such termination by such Underwriters in connection with this Agreement or the offering contemplated hereunder.]
Appears in 1 contract
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares ADSs that it has or they have agreed to purchase hereunder on such date (the “Defaulted Shares”)date, and the aggregate number of Defaulted Shares does ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not exceed more than one-tenth of the aggregate number of the Shares ADSs to be purchased on such date, the other Underwriters shall be obligated severally to purchase the full amount thereof in the proportions that the number of Firm Shares ADSs set forth opposite their respective names in Schedule I bears to the aggregate number of Firm Shares ADSs set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representative Representatives may specify, to purchase the Shares ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of ADSs that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 13 by an amount in excess of one-ninth of such number of ADSs without the written consent of such Underwriter. If If, on the Defaulted Shares exceed Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm ADSs and the aggregate number of Firm ADSs with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares ADSs to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representative Representatives, the Company and the Company Selling Shareholders for the purchase of such Firm Shares ADSs are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter, the Company or the Selling Shareholders. In any such case, case either the Representative Representatives or the Company relevant Sellers shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be affectedeffected. If If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional ADSs and the Defaulted Shares exceed aggregate number of Additional ADSs with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares ADSs to be purchased on an such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares ADSs to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares ADSs that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, such Seller (severally and not jointly) will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.
Appears in 1 contract
Samples: Underwriting Agreement (China Online Education Group)
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares ADSs that it has or they have agreed to purchase hereunder on such date (the “Defaulted Shares”)date, and the aggregate number of Defaulted Shares does ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not exceed more than one-tenth of the aggregate number of the Shares ADSs to be purchased on such date, the other Underwriters shall be obligated severally to purchase the full amount thereof in the proportions that the number of Firm Shares ADSs set forth opposite their respective names in Schedule I II bears to the aggregate number of Firm Shares ADSs set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representative Representatives may specify, to purchase the Shares ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of ADSs that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 13 by an amount in excess of one-ninth of such number of ADSs without the written consent of such Underwriter. If If, on the Defaulted Shares exceed Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm ADSs and the aggregate number of Firm ADSs with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares ADSs to be purchased on the Closing Datehereunder, and arrangements satisfactory to the Representative Representatives, the Company and the Company Selling Shareholders for the purchase of such Firm Shares ADSs are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter, the Company or the Selling Shareholders. In any such case, case either the Representative Representatives or the Company relevant Sellers shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be affectedeffected. If If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional ADSs and the Defaulted Shares exceed aggregate number of Additional ADSs with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares ADSs to be purchased on an such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares ADSs to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares ADSs that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares Notes that it has or they have agreed to purchase hereunder on such date (the “Defaulted SharesNotes”), and the aggregate number principal amount of Defaulted Shares Notes does not exceed one-tenth of the aggregate number principal amount of the Shares Notes to be purchased on such date, the other Underwriters shall be obligated severally to purchase the full amount thereof in the proportions that the number principal amount of Firm Shares Notes set forth opposite their respective names in Schedule I bears to the aggregate number principal amount of Firm Shares Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representative may specify, to purchase the Shares Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If the Defaulted Shares Notes exceed one-tenth of the aggregate number principal amount of Firm Shares Notes to be purchased on the Closing Date, and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares Notes are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. In any such case, either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be affected. If the Defaulted Shares Notes exceed one-tenth of the aggregate number principal amount of Additional Shares Notes to be purchased on an Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares Notes to be sold on such Option Closing Date or (ii) purchase not less than the number principal amount of Additional Shares Notes that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Samples: Underwriting Agreement (Eagle Point Credit Co Inc.)
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares ADSs that it has or they have agreed to purchase hereunder under the Underwriting Agreement on such date (the “Defaulted Shares”)date, and the aggregate number of Defaulted Shares does ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not exceed more than one-tenth of the aggregate number of the Shares ADSs to be purchased on such date, the other Underwriters shall be obligated severally to purchase the full amount thereof in the proportions that the number of Firm Shares ADSs set forth opposite their respective names in Schedule I II bears to the aggregate number of Firm Shares ADSs set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representative Representatives may specify, to purchase the Shares ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of ADSs that any Underwriter has agreed to purchase pursuant to the Underwriting Agreement be increased pursuant to this Section 11 by an amount in excess of one-ninth of such number of ADSs without the written consent of such Underwriter. If If, on the Defaulted Shares exceed Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm ADSs and the aggregate number of Firm ADSs with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares ADSs to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representative Representatives and the Company Selling Shareholders for the purchase of such Firm Shares ADSs are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter, the Company or the Selling Shareholders. In any such case, case either the Representative Representatives or the Company relevant Selling Shareholders shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be affectedeffected. If If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional ADSs and the Defaulted Shares exceed aggregate number of Additional ADSs with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares ADSs to be purchased on an such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares ADSs to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares ADSs that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement.
Appears in 1 contract
Samples: Company Support Agreement (Joint Stock Co Kaspi.kz)
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares Offered ADSs that it has or they have agreed to purchase hereunder on such date (the “Defaulted Shares”)date, and the aggregate number of Defaulted Shares does Offered ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not exceed more than one-tenth of the aggregate number of the Shares Offered ADSs to be purchased on such date, the other Underwriters shall be obligated severally to purchase the full amount thereof in the proportions that the number of Firm Shares ADSs set forth opposite their respective names in Schedule I II bears to the aggregate number of Firm Shares ADSs set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representative may specify, to purchase the Shares Offered ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Offered ADSs that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 13 by an amount in excess of one-ninth of such number of Offered ADSs without the written consent of such Underwriter. If If, on the Defaulted Shares exceed Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm ADSs and the aggregate number of Firm ADSs with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares ADS to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representative Representative, the Company and the Company Selling Shareholders for the purchase of such Firm Shares ADSs are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter, the Company or the Selling Shareholders. In any such case, case either the Representative or the Company relevant Sellers shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be affectedeffected. If If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional ADSs and the Defaulted Shares exceed aggregate number of Additional ADSs with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares ADSs to be purchased on an such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares ADSs to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares ADSs that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, the Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.
Appears in 1 contract
Samples: Underwriting Agreement (SYSWIN Inc.)
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares Offered ADSs that it has or they have agreed to purchase hereunder on such date (the “Defaulted Shares”)date, and the aggregate number of Defaulted Shares does Offered ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not exceed more than one-tenth of the aggregate number of the Shares Offered ADSs to be purchased on such date, the other Underwriters shall be obligated severally to purchase the full amount thereof in the proportions that the number of Firm Shares ADSs set forth opposite their respective names in Schedule I bears to the aggregate number of Firm Shares ADSs set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representative Representatives may specify, to purchase the Shares Offered ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Offered ADSs that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 12 by an amount in excess of one-ninth of such number of Offered ADSs without the written consent of such Underwriter. If If, on the Defaulted Shares exceed Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm ADSs and the aggregate number of Firm ADSs with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares ADS to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Firm Shares ADSs are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting UnderwriterUnderwriter or the Company. In any such case, case either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be affectedeffected. If If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional ADSs and the Defaulted Shares exceed aggregate number of Additional ADSs with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares ADSs to be purchased on an such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares ADSs to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares ADSs that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.
Appears in 1 contract
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares the Offered Securities that it has or they have agreed to purchase hereunder on such date (the “Defaulted Shares”)date, and the aggregate number of Defaulted Shares does Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not exceed more than one-tenth of the aggregate number of the Shares Offered Securities to be purchased on such date, the other Underwriters shall be obligated severally to purchase the full amount thereof in the proportions that the number of Firm Shares Securities set forth opposite their respective names in Schedule I bears to the aggregate number of Firm Shares Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representative Representatives may specify, to purchase the Shares Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Offered Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 12 by an amount in excess of one-ninth of such number of Offered Securities without the written consent of such Underwriter. If If, on the Defaulted Shares exceed Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Securities and the aggregate number of Firm Securities with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares Securities to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representative and Representatives, the Company for the purchase of such Firm Shares Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting UnderwriterUnderwriter or the Company. In any such case, case either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be affectedeffected. If If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Securities and the Defaulted Shares exceed aggregate number of Additional Securities with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares Securities to be purchased on an such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares Securities to be sold on such Option Closing Date (provided that if such default occurs with respect to Additional Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Additional Securities purchased prior to such termination) or (ii) purchase not less than the number of Additional Shares Securities that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.
Appears in 1 contract
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option any Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Primary Shares that it has or they have agreed to purchase hereunder on such date (the “Defaulted Shares”)date, and the aggregate number of Defaulted Primary Shares does which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not exceed more than one-tenth of the aggregate number of the Primary Shares to be purchased on such date, the other Underwriters shall be obligated severally to purchase the full amount thereof in the proportions that the number of Firm Primary Shares set forth opposite their respective names in Schedule I bears to the aggregate number of Firm Primary Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representative Representatives may specify, to purchase the Primary Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Primary Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 11 by an amount in excess of one-ninth of such number of Primary Shares without the written consent of such Underwriter. If If, on the Defaulted Initial Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase the Primary Shares exceed that it has or they have agreed to purchase hereunder on such date and the aggregate number of Primary Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Primary Shares to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Firm Primary Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting UnderwriterUnderwriter or the Company. In any such case, case either the Representative Representatives or the Company shall have the right to postpone the Initial Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be affectedeffected. If If, on any Option Closing Date or Subsequent Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase the Defaulted Primary Shares exceed that it has or they have agreed to purchase hereunder on such date and the aggregate number of Primary Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Primary Shares to be purchased on an such Option Closing Date or Subsequent Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Primary Shares to be sold on such Option Closing Date or Subsequent Closing Date or (ii) purchase not less than the number of Additional Primary Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Effectiveness; Defaulting Underwriters. (a) This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. ;
(b) If, on the Closing Date or an Option any Additional Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Shares that it has or they have agreed to purchase hereunder on such date (the “Defaulted Shares”)date, and the aggregate number of Defaulted the Shares does which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not exceed more than one-tenth (10%) of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall be obligated severally to purchase the full amount thereof in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule I bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representative Representatives may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that, in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 23 by an amount in excess of one-ninth (1/9) of such number of Shares without the written consent of such Underwriter. If If, on the Defaulted Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares exceed and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Firm Shares are not made within 36 thirty six (36) hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting UnderwriterUnderwriter or the Company. In any such case, either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale ProspectusPricing Disclosure Package, in the Final Prospectus or in any other documents or arrangements may be affectedeffected. If If, on an Additional Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Option Shares and the Defaulted aggregate number of Option Shares exceed with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Additional Option Shares to be purchased on an Option such Additional Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Option Shares to be sold on such Option Additional Closing Date or (ii) purchase not less than the number of Additional Option Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
(c) If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.
Appears in 1 contract
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares ADSs that it has or they have agreed to purchase hereunder on such date (the “Defaulted Shares”)date, and the aggregate number of Defaulted Shares does ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not exceed more than one-tenth of the aggregate number of the Shares ADSs to be purchased on such date, the other Underwriters shall be obligated severally to purchase the full amount thereof in the proportions that the number of Firm Shares ADSs set forth opposite their respective names in Schedule I II bears to the aggregate number of Firm Shares ADSs set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representative Representatives may specify, to purchase the Shares ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of ADSs that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 by an amount in excess of one-ninth of such number of ADSs without the written consent of such Underwriter. If If, on the Defaulted Shares exceed Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm ADSs and the aggregate number of Firm ADSs with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares ADSs to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representative Representatives, the Company and the Company Selling Shareholders for the purchase of such Firm Shares ADSs are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter, the Company or the Selling Shareholders. In any such case, case either the Representative Representatives or the Company relevant Sellers shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be affectedeffected. If If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional ADSs and the Defaulted Shares exceed aggregate number of Additional ADSs with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares ADSs to be purchased on an such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares ADSs to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares ADSs that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, the Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.
Appears in 1 contract
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares ADSs that it has or they have agreed to purchase hereunder on such date (the “Defaulted Shares”)date, and the aggregate number of Defaulted Shares does ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not exceed more than one-tenth of the aggregate number of the Shares ADSs to be purchased on such date, the other Underwriters shall be obligated severally to purchase the full amount thereof in the proportions that the number of Firm Shares ADSs set forth opposite their respective names in Schedule I II bears to the aggregate number of Firm Shares ADSs set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representative Representatives may specify, to purchase the Shares ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of ADSs that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 16 by an amount in excess of one-ninth of such number of ADSs without the written consent of such Underwriter. If If, on the Defaulted Shares exceed Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm ADSs and the aggregate number of Firm ADSs with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares ADSs to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representative Representatives, the Company and the Company Selling Shareholders for the purchase of such Firm Shares ADSs are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter, the Company or the Selling Shareholders. In any such case, case either the Representative Representatives or the Company relevant Sellers shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be affectedeffected. If If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Optional ADSs and the Defaulted Shares exceed aggregate number of Optional ADSs with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares Optional ADSs to be purchased on an such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares Optional ADSs to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares Optional ADSs that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, the Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.
Appears in 1 contract
Samples: Underwriting Agreement (Cian PLC)
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares ADSs that it has or they have agreed to purchase hereunder on such date (the “Defaulted Shares”)date, and the aggregate number of Defaulted Shares does ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not exceed more than one-tenth of the aggregate number of the Shares ADSs to be purchased on such date, the other Underwriters shall be obligated severally to purchase the full amount thereof in the proportions that the number of Firm Shares ADSs set forth opposite their respective names in Schedule I bears to the aggregate number of Firm Shares ADSs set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representative Representatives may specify, to purchase the Shares ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of ADSs that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 12 by an amount in excess of one-ninth of such number of ADSs without the written consent of such Underwriter. If If, on the Defaulted Shares exceed Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm ADSs and the aggregate number of Firm ADSs with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares ADSs to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representative Representatives, the Company and the Company Selling Shareholders for the purchase of such Firm Shares ADSs are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter, the Company or the Selling Shareholders. In any such case, case either the Representative Representatives or the Company relevant Sellers shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be affectedeffected. If If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional ADSs and the Defaulted Shares exceed aggregate number of Additional ADSs with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares ADSs to be purchased on an such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares ADSs to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares ADSs that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, such Seller (severally and not jointly) will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.
Appears in 1 contract
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares ADSs that it has or they have agreed to purchase hereunder on such date (the “Defaulted Shares”)date, and the aggregate number of Defaulted Shares does ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not exceed more than one-tenth of the aggregate number of the Shares ADSs to be purchased on such date, the other Underwriters shall be obligated severally to purchase the full amount thereof in the proportions that the number of Firm Shares ADSs set forth opposite their respective names in Schedule I bears to the aggregate number of Firm Shares ADSs set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representative Representatives may specify, to purchase the Shares ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of ADSs that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 13 by an amount in excess of one-ninth of such number of ADSs without the written consent of such Underwriter. If If, on the Defaulted Shares exceed Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm ADSs and the aggregate number of Firm ADSs with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares ADSs to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representative Representatives, the Company and the Company Selling Shareholders for the purchase of such Firm Shares ADSs are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter, the Company or the Selling Shareholders. In any such case, case either the Representative Representatives or the Company relevant Sellers shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be affectedeffected. If If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional ADSs and the Defaulted Shares exceed aggregate number of Additional ADSs with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares ADSs to be purchased on an such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares ADSs to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares ADSs that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, any Seller will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.
Appears in 1 contract
Samples: Underwriting Agreement (DouYu International Holdings LTD)
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares ADSs that it has or they have agreed to purchase hereunder on such date (the “Defaulted Shares”)date, and the aggregate number of Defaulted Shares does ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not exceed more than one-tenth of the aggregate number of the Shares ADSs to be purchased on such date, the other Underwriters shall be obligated severally to purchase the full amount thereof in the proportions that the number of Firm Shares ADSs set forth opposite their respective names in Schedule I bears to the aggregate number of Firm Shares ADSs set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representative Representatives may specify, to purchase the Shares ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of ADSs that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 by an amount in excess of one-ninth of such number of ADSs without the written consent of such Underwriter. If If, on the Defaulted Shares exceed Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm ADSs and the aggregate number of Firm ADSs with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares ADSs to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representative Representatives, the Company and the Company Selling Shareholders for the purchase of such Firm Shares ADSs are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter, the Company or the Selling Shareholders. In any such case, case either the Representative Representatives or the Company relevant Sellers shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be affectedeffected. If If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional ADSs and the Defaulted Shares exceed aggregate number of Additional ADSs with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares ADSs to be purchased on an such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares ADSs to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares ADSs that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, the Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.
Appears in 1 contract
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. .
(a) If, on the Closing Date or an the Equity Option Closing Date, as the case may be, any one or more of the Equity Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such date (the “Defaulted Shares”)date, and the aggregate number of Defaulted Shares does which such defaulting Equity Underwriter or Equity Underwriters agreed but failed or refused to purchase is not exceed more than one-tenth of the aggregate number of the Equity Shares to be purchased on such date, the other Equity Underwriters shall be obligated severally to purchase the full amount thereof in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule I bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Equity Underwriters, or in such other proportions as the Representative you may specify, to purchase the Shares which such defaulting Equity Underwriter or Equity Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Shares that any Equity Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such number of Shares without the written consent of such Equity Underwriter. If If, on the Defaulted Closing Date, any Equity Underwriter or Equity Underwriters shall fail or refuse to purchase Firm Shares exceed and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased on the Closing Datepurchased, and arrangements satisfactory to the Representative you and the Company for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting UnderwriterEquity Underwriter or the Company. In any such case, either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be affected. If the Defaulted Shares exceed one-tenth of the aggregate number of Additional Shares to be purchased on an Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.case either
Appears in 1 contract
Effectiveness; Defaulting Underwriters. (a) This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. ;
(b) If, on the Closing Date or an Option any Additional Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Shares that it has or they have agreed to purchase hereunder on such date (the “Defaulted Shares”)date, and the aggregate number of Defaulted the Shares does which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not exceed more than one-tenth (10%) of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall be obligated severally to purchase the full amount thereof in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule I bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representative Representatives may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that, in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 23 by an amount in excess of one-ninth (1/9) of such number of Shares without the written consent of such Underwriter. If If, on the Defaulted Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares exceed and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Firm Shares to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Firm Shares are not made within 36 thirty six (36) hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting UnderwriterUnderwriter or the Company. In any such case, either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale ProspectusPricing Disclosure Package, in the Final Prospectus or in any other documents or arrangements may be affectedeffected. If If, on an Additional Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Option Shares and the Defaulted aggregate number of Option Shares exceed with respect to which such default occurs is more than one-tenth (10%) of the aggregate number of Additional Option Shares to be purchased on an Option such Additional Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Option Shares to be sold on such Option Additional Closing Date or (ii) purchase not less than the number of Additional Option Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
(c) If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.
Appears in 1 contract
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares Offered Securities that it has or they have agreed to purchase hereunder on such date (the “Defaulted Shares”)date, and the aggregate number of Defaulted Shares does Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not exceed more than one-tenth of the aggregate number of the Shares Offered Securities to be purchased on such date, the other Underwriters shall be obligated severally to purchase the full amount thereof in the proportions that the number of Firm Shares ADSs set forth opposite their respective names in Schedule I bears to the aggregate number of Firm Shares ADSs set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representative Representatives may specify, to purchase the Shares Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Offered Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 12 by an amount in excess of one-ninth of such number of Offered Securities without the written consent of such Underwriter. If If, on the Defaulted Shares exceed Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm ADSs and the aggregate number of Firm ADSs with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares ADSs to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Firm Shares ADSs are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting UnderwriterUnderwriter or the Company. In any such case, case either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be affectedeffected. If If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional ADSs and the Defaulted Shares exceed aggregate number of Additional ADSs with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares ADSs to be purchased on an such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares ADSs to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares ADSs that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all accountable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.
Appears in 1 contract
Samples: Underwriting Agreement (Super Hi International Holding Ltd.)
Effectiveness; Defaulting Underwriters. (a) This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. .
(b) If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such date (the “Defaulted Shares”), then the Representative shall have right in its discretion to arrange for the purchase by one or more of the non-defaulting Underwriters, or any other underwriters, of all but not less than all of the Defaulted Shares in such amounts as may be agreed upon and upon the terms herein set forth. If within 36 hours after such default by any Underwriter, the Representative does not arrange for the purchase of such Defaulted Shares, then the Sellers shall be entitled to a further period of 36 hours (which may be waived by the Sellers) within which to procure another party or other parties satisfactory to the Representative to purchase the Defaulted Shares on such terms as are acceptable to the Sellers. In the event that, within the respective prescribed periods, the Representative notifies the Company that it has so arranged for the purchase of the Defaulted Shares, or the Sellers notify the Representative that they have so arranged for the purchase of the Defaulted Shares, the Representative or the Sellers shall have the right to postpone the Closing Date or an Option Closing Date, as the case may be, for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement, the Time of Sale Prospectus or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement, the Time of Sale Prospectus or the Prospectus which may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to the Defaulted Shares.
(c) If, after giving effect to any arrangements for the purchase of Defaulted Shares by the Representative or the Sellers as provided in subsection (a) above, the aggregate number of Defaulted Shares that remains unpurchased does not exceed one-tenth of the aggregate number of the Shares to be purchased on such date, then the other Underwriters Sellers shall be obligated severally have the right to require each non-defaulting Underwriter to purchase the full amount thereof number of Shares which such Underwriter agreed to purchase under this Agreement at the Closing Date or an Option Closing Date, as the case may be, and, in the proportions that addition, to require each non-defaulting Underwriter to purchase its pro rata shares (based on the number of Firm Shares set forth opposite their respective names in Schedule I bears which such Underwriter agreed to purchase hereunder) of the Defaulted Shares for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.
(d) If, after giving effect to any arrangements for the purchase of Defaulted Shares by the Representative or the Sellers as provided above, the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representative may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If the Defaulted Shares exceed that remains unpurchased [does not exceed] one-tenth of the aggregate number of Firm the Shares to be purchased on the Closing Date or an Option Closing Date, and arrangements satisfactory as the case may be, or if the Sellers shall not exercise the right described in subsection (b) above to require the Representative and non- defaulting Underwriters to purchase the Company for the purchase of such Firm Shares are not made within 36 hours after such defaultDefaulted Shares, then this Agreement (or, with respect to an Option Closing Date, the obligations of the Underwriters to purchase the Additional Shares) shall terminate thereupon terminate, without liability on the part of any non-defaulting Underwriter. In any such case, either the Representative Underwriter or the Company shall have the right to postpone the Closing DateSellers, but in no event except for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be affected. If the Defaulted Shares exceed one-tenth of the aggregate number of Additional Shares expenses to be purchased on an Option Closing Date, borne by the non-defaulting Company and the Underwriters as provided in Section 9 and the indemnification and contribution agreements in Section 10 hereof; but nothing herein shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreementfor its default.
Appears in 1 contract
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares Offered Securities that it has or they have agreed to purchase hereunder on such date (the “Defaulted Shares”)date, and the aggregate number of Defaulted Shares does Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not exceed more than one-tenth of the aggregate number of the Shares Offered Securities to be purchased on such date, the other Underwriters shall be obligated severally to purchase the full amount thereof in the proportions that the number of Firm Shares ADSs set forth opposite their respective names in Schedule I bears to the aggregate number of Firm Shares ADSs set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representative Representatives may specify, to purchase the Shares Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Offered Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 13 by an amount in excess of one-ninth of such number of Offered Securities without the written consent of such Underwriter. If If, on the Defaulted Shares exceed Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm ADSs and the aggregate number of Firm ADSs with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares ADSs to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Firm Shares ADSs are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting UnderwriterUnderwriter or the Company. In any such case, case either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be affectedeffected. If If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional ADSs and the Defaulted Shares exceed aggregate number of Additional ADSs with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares ADSs to be purchased on an such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares ADSs to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares ADSs that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all accountable out-of-pocket expenses (including the fees and disbursements of their counsel) actually incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.
Appears in 1 contract
Samples: Underwriting Agreement (Hesai Group)
Effectiveness; Defaulting Underwriters. (a) This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. .
(b) If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares Securities that it has or they have agreed to purchase hereunder on such date (the “Defaulted Shares”)date, and the aggregate number principal amount of Defaulted Shares does Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not exceed more than one-tenth of the aggregate number of the Shares Securities to be purchased on such date, the other Underwriters shall be obligated severally to purchase the full amount thereof in the proportions that the number aggregate principal amount of Firm Shares Notes set forth opposite their respective names in Schedule I bears to the aggregate number principal amount of Firm Shares Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representative may specify, to purchase the Shares Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the aggregate principal amount of Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such aggregate principal amount of Securities without the written consent of such Underwriter. If If, on the Defaulted Shares exceed Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Notes and the aggregate principal amount of Securities with respect to which such default occurs is more than one-tenth of the aggregate number principal amount of Firm Shares Securities to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representative and the Company Fund for the purchase of such Firm Shares Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. In any such case, case either the Representative or the Company Fund shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be affected. If If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Notes and the Defaulted Shares exceed aggregate principal amount of Additional Notes with respect to which such default occurs is more than one-tenth of the aggregate number principal amount of Additional Shares Notes to be purchased on an such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares Notes to be sold on such Option Closing Date or (ii) purchase not less than the number principal amount of Additional Shares Notes that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
(c) If this Agreement shall be terminated by the Underwriters (other than pursuant to Section 9(i), (iii), (iv) or (v)) because of any failure or refusal on the part of the Fund, the Investment Adviser or the Administrator to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Fund, the Investment Adviser and/or the Administrator shall be unable to perform its obligations under this Agreement, Fund, the Investment Adviser and the Administrator, jointly and severally, will reimburse the Underwriters, severally, for all out-of-pocket accountable expenses (including the reasonable fees and disbursements of their counsel) actually incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.
Appears in 1 contract
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares ADSs that it has or they have agreed to purchase hereunder on such date (the “Defaulted Shares”)date, and the aggregate number of Defaulted Shares does ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not exceed more than one-tenth of the aggregate number of the Shares ADSs to be purchased on such date, the other Underwriters shall be obligated severally to purchase the full amount thereof in the proportions that the number of Firm Shares ADSs set forth opposite their respective names in Schedule I II bears to the aggregate number of Firm Shares ADSs set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representative Representatives may specify, to purchase the Shares ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of ADSs that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such number of ADSs without the written consent of such Underwriter. If If, on the Defaulted Shares exceed Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm ADSs and the aggregate number of Firm ADSs with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares ADSs to be purchased on the Closing Datesuch date, and arrangements satisfactory to the Representative Representatives, the Company and the Company Selling Shareholders for the purchase of such Firm Shares ADSs are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter, the Company or the Selling Shareholders. In any such case, case either the Representative Representatives or the Company relevant Sellers shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be affectedeffected. If If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional ADSs and the Defaulted Shares exceed aggregate number of Additional ADSs with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares ADSs to be purchased on an such Option Closing Date, the non-defaulting Underwriters shall have the option to (ivi) terminate their obligation hereunder to purchase the Additional Shares ADSs to be sold on such Option Closing Date or (iivii) purchase not less than the number of Additional Shares ADSs that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, the Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all of their costs and expenses (including the fees and disbursements of their counsel) reasonably incurred as of such termination by such Underwriters in connection with this Agreement or the offering contemplated hereunder.
Appears in 1 contract
