Effectiveness of Agreement and Termination. This Agreement shall become effective upon the execution and delivery of this Agreement by the parties hereto. This Agreement may be terminated at any time on or prior to the Closing Date by the Underwriter by written notice to the Company if any of the following has occurred: (i) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or crisis or change in economic conditions or in the financial markets that, in the judgment of the Underwriter, is material and adverse and, in the judgment of the Underwriter, makes it impracticable to market the Securities on the terms and in the manner contemplated in the Prospectus, (ii) the suspension or material limitation of trading in securities or other instruments on the New York Stock Exchange, the American Stock Exchange, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange, the Chicago Board of Trade or the Nasdaq National Market or limitation on prices for securities or other instruments on any such exchange or the Nasdaq National Market, (iii) the suspension of trading of any securities of the Company on any exchange or in the over-the-counter market, (iv) any material disruption of settlements of securities or clearance services in the United States, (v) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the opinion of the Underwriter materially and adversely affects, or will materially and adversely affect, the business, prospects, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, (vi) the declaration of a banking moratorium by either federal or New York State authorities, or (vii) any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of the Underwriter, be likely to materially prejudice the success of the proposed marketing or sale of the Securities.
Appears in 1 contract
Effectiveness of Agreement and Termination. This Agreement shall become effective upon the execution and delivery of this Agreement by the parties hereto. This Agreement may be terminated at any time on or prior to the Closing Date by the Underwriter Initial Purchasers by written notice to the Company if any of the following has occurred: (i) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or crisis or change in economic conditions or in the financial markets of the United States or elsewhere that, in the judgment of the UnderwriterInitial Purchaser's judgment, is material and adverse and, in the judgment of the UnderwriterInitial Purchaser's judgment, makes it impracticable to market the Securities Series A Notes on the terms and in the manner contemplated in the ProspectusOffering Memorandum, (ii) the suspension or material limitation of trading in securities or other instruments on the New York Stock Exchange, the American Stock Exchange, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange, the Chicago Board of Trade or the Nasdaq National Market or limitation on prices for securities or other instruments on any such exchange or the Nasdaq National Market, (iii) the suspension of trading of any securities of the Company or any Guarantor on any exchange or in the over-the-counter market, (iv) any material disruption of settlements of securities or clearance services in the United States, (v) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the your opinion of the Underwriter materially and adversely affects, or will materially and adversely affect, the business, prospects, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, (viv) the declaration of a banking moratorium by either federal or New York State authorities, authorities or (viivi) the taking of any change action by any federal, state or local government or agency in national respect of its monetary or international financialfiscal affairs which in your opinion has a material adverse effect on the financial markets in the United States. If on the Closing Date any one or more of the Initial Purchasers shall fail or refuse to purchase the Series A Notes which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of the Series A Notes which such defaulting Initial Purchaser or Initial Purchasers, political as the case may be, agreed but failed or economic conditions or currency exchange rates or exchange controls as wouldrefused to purchase is not more than one-tenth of the aggregate principal amount of the Series A Notes to be purchased on such date by all Initial Purchasers, each non-defaulting Initial Purchaser shall be obligated severally, in the judgment proportion which the principal amount of the Underwriter, be likely Series A Notes set forth opposite its name in Schedule B bears to materially prejudice the success aggregate principal amount of the proposed marketing Series A Notes which all the non-defaulting Initial Purchasers, as the case may be, have agreed to purchase, or sale in such other proportion as you may specify, to purchase the Series A Notes which such defaulting Initial Purchaser or Initial Purchasers, as the case may be, agreed but failed or refused to purchase on such date; provided that in no event shall the aggregate principal amount of the SecuritiesSeries A Notes which any Initial Purchaser has agreed to purchase pursuant to Section 2 hereof be increased pursuant to this Section 10 by an amount in excess of one-ninth of such principal amount of the Series A Notes without the written consent of such Initial Purchaser. If on the Closing Date any Initial Purchaser or Initial Purchasers shall fail or refuse to purchase the Series A Notes and the aggregate principal amount of the Series A Notes with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Series A Notes to be purchased by all Initial Purchasers and arrangements satisfactory to the Initial Purchasers and the Company for purchase of such the Series A Notes are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Initial Purchaser and the Company. In any such case which does not result in termination of this Agreement, either 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 Offering Memorandum or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Initial Purchaser from liability in respect of any default of any such Initial Purchaser under this Agreement.
Appears in 1 contract
Effectiveness of Agreement and Termination. This Agreement shall become effective upon the execution and delivery of this Agreement by the parties hereto. This Agreement may be terminated at any time on or prior to the Closing Date by the Underwriter Initial Purchasers by written notice to the Company from BancAmerica Xxxxxxxxx Xxxxxxxx if any of the following has occurred: (i) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or crisis or change in economic conditions or in the financial markets of the United States or elsewhere that, in the judgment of the UnderwriterBancAmerica Xxxxxxxxx Xxxxxxxx, is material and adverse and, in the judgment of the UnderwriterXxxxXxxxxxx Xxxxxxxxx Xxxxxxxx, makes it impracticable to market the Securities Senior Notes on the terms and in the manner contemplated in the ProspectusOffering Memorandum, (ii) the suspension or material limitation of trading in securities or other instruments on the New York Stock Exchange, the American Stock Exchange, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange, the Chicago Board of Trade or the Nasdaq NASDAQ National Market or limitation on prices for securities or other instruments on any such exchange or the Nasdaq NASDAQ National Market, (iii) the suspension of trading of any securities of the Company or any Guarantor on any exchange or in the over-the-counter market, (iv) any material disruption of settlements of securities or clearance services in the United States, (v) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the opinion of the Underwriter BancAmerica Xxxxxxxxx Xxxxxxxx materially and adversely affects, or will materially and adversely affect, the business, prospects, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, (viv) the declaration of a banking moratorium by either federal or New York State authorities, authorities or (viivi) the taking of any change action by any federal, state or local government or agency in national respect of its monetary or international financial, political or economic conditions or currency exchange rates or exchange controls as would, fiscal affairs which in the judgment opinion of BancAmerica Xxxxxxxxx Xxxxxxxx has a material adverse effect on the Underwriter, be likely to materially prejudice financial markets in the success of the proposed marketing or sale of the SecuritiesUnited States.
Appears in 1 contract
Effectiveness of Agreement and Termination. This Agreement shall become effective upon the execution and delivery of this Agreement by the parties hereto. This Agreement may be terminated at any time on or prior to the Closing Date by the Underwriter you by written notice to the Company Sellers if any of the following has occurred: (i) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or crisis or change in economic conditions or in the financial markets of the United States or elsewhere that, in the judgment of the Underwriteryour judgment, is material and adverse and, in the judgment of the Underwriteryour judgment, makes it impracticable to market the Securities Shares on the terms and in the manner contemplated in the Prospectus, (ii) the suspension or material limitation of trading in securities or other instruments on the New York Stock Exchange, the American Stock Exchange, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange, the Chicago Board of Trade Exchange or the Nasdaq National Market or limitation on prices for securities or other instruments on any such exchange or the Nasdaq National Market, (iii) the suspension of trading of any securities of the Company on any exchange or in the over-the-counter market, (iv) any material disruption of settlements of securities or clearance services in the United States, (v) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the your opinion of the Underwriter materially and adversely affects, or will materially and adversely affect, the business, prospects, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, (viv) the declaration of a banking moratorium by either federal or New York State authorities, authorities or (viivi) the taking of any change action by any federal, state or local government or agency in national respect of its monetary or international financial, political or economic conditions or currency exchange rates or exchange controls as wouldfiscal affairs which in your opinion has a material adverse effect on the financial markets in the United States and, in your judgment, makes it impracticable to market the judgment Shares on the terms and in the manner contemplated in the Prospectus. If on the Closing Date or on an Option Closing Date, as the case may be, any one or more of the Underwriter, be likely Underwriters shall fail or refuse to materially prejudice purchase the success of the proposed marketing or sale of the Securities.Firm
Appears in 1 contract
Samples: Underwriting Agreement (Freedom Securities Corp /De/)
Effectiveness of Agreement and Termination. This Agreement shall ------------------------------------------ become effective upon the execution and delivery of this Agreement by the parties hereto. This Agreement may be terminated at any time on or prior to the Closing Date by the Underwriter Initial Purchasers by written notice to the Company if any of the following has occurred: (i) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or crisis or change in economic conditions or in the financial markets of the United States or elsewhere that, in the judgment of the UnderwriterInitial Purchasers' judgment, is material and adverse and, in the judgment of the UnderwriterInitial Purchasers' judgment, makes it impracticable to market the Securities Restricted Notes on the terms and in the manner contemplated in the ProspectusOffering Memorandum, (ii) the suspension or material limitation of trading in securities or other instruments on the New York Stock Exchange, the American Stock Exchange, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange, the Chicago Board of Trade or the Nasdaq National Market or limitation on prices for securities or other instruments on any such exchange or the Nasdaq National Market, (iii) the suspension of trading of any securities of the Company or any Guarantor on any exchange or in the over-the-counter market, (iv) any material disruption of settlements of securities or clearance services in the United States, (v) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the your opinion of the Underwriter materially and adversely affects, or will materially and adversely affect, the business, prospects, financial condition or results of operations of the Company and its subsidiariesthe Guarantors, taken as a whole, (viv) the declaration of a banking moratorium by either federal or New York State authorities, authorities or (viivi) the taking of any change action by any federal, state or local government or agency in national respect of its monetary or international financial, political or economic conditions or currency exchange rates or exchange controls as would, fiscal affairs which in your opinion has a material adverse effect on the financial markets in the judgment of the Underwriter, be likely to materially prejudice the success of the proposed marketing or sale of the SecuritiesUnited States.
Appears in 1 contract
Effectiveness of Agreement and Termination. This Agreement shall become effective upon the execution and delivery of this Agreement by the parties hereto. This Agreement may be terminated at any time on or prior to the Closing Date by the Underwriter you by written notice to the Company if any of the following has occurred: (i) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or crisis or change in economic conditions or in the financial markets of the United States or elsewhere that, in the judgment of the Underwriteryour judgment, is material and adverse and, in the judgment of the Underwriteryour judgment, makes it impracticable to market the Securities Shares on the terms and in the manner contemplated in the Prospectus, (ii) the suspension or material limitation of trading in securities or other instruments on the New York Stock Exchange, the American Stock Exchange, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange, the Chicago Board of Trade Exchange or the Nasdaq National Market or limitation on prices for securities or other instruments on any such exchange or the Nasdaq National Market, (iii) the suspension of trading of any securities of the Company on any exchange or in the over-the-counter market, (iv) any material disruption of settlements of securities or clearance services in the United States, (v) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the your opinion of the Underwriter materially and adversely affects, or will materially and adversely affect, the business, prospects, financial condition or results of operations of the Company and its subsidiaries, subsidiaries taken as a whole, (viv) the declaration of a banking moratorium by either federal or New York State authorities, authorities or (viivi) the taking of any change action by any federal, state or local government or agency in national respect of its monetary or international financial, political or economic conditions or currency exchange rates or exchange controls as would, fiscal affairs which in your opinion has a material adverse effect on the financial markets in the judgment United States. If on the Closing Date or on an Option Closing Date, as the case may be, any one or more of the UnderwriterUnderwriters shall fail or refuse to purchase the Firm Shares or Additional Shares, be likely as the case may be, which it has or they have agreed to materially prejudice purchase hereunder on such date and the success aggregate number of Firm Shares or Additional Shares, as the proposed marketing or sale of the Securities.case may be, which such
Appears in 1 contract
Effectiveness of Agreement and Termination. This Agreement shall become effective upon the execution and delivery of this Agreement by the parties hereto. This Agreement may be terminated at any time on or prior to the Closing Date by the Underwriter you by written notice to the Company Sellers if any of the following has occurred: (i1) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or crisis or change in economic conditions or in the financial markets of the United States or elsewhere that, in the judgment of the Underwriteryour judgment, is material and adverse and, in the judgment of the Underwriteryour judgment, makes it impracticable to market the Securities Shares on the terms and in the manner contemplated in the Prospectus, (ii2) the suspension or material limitation of trading in securities or other instruments on the New York Stock Exchange, the American Stock Exchange, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange, the Chicago Board of Trade or the Nasdaq National Market or limitation on prices for securities or other instruments on any such exchange or the Nasdaq National Market, is material and adverse and, in your judgment, makes it impracticable to market the Shares on the terms and in the manner contemplated in the Prospectus, (iii3) the suspension of trading of any securities of the Company on any exchange or in the over-the-counter market, (iv) any is material disruption of settlements of securities or clearance services and adverse and, in your judgment, makes it impracticable to market the Shares on the terms and in the United Statesmanner contemplated in the Prospectus, (v4) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the your opinion of the Underwriter materially and adversely affects, or will materially and adversely affect, the business, prospects, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, (vi5) the declaration of a banking moratorium by either federal or New York State authorities, authorities or (vii6) the taking of any change action by any federal, state or local government or agency in national respect of its monetary or international financialfiscal affairs which in your opinion has a material adverse effect on the financial markets in the United States. If on the Closing Date or on an Option Closing Date, political as the case may be, any one or economic conditions more of the Underwriters shall fail or currency exchange rates refuse to purchase the Firm Shares or exchange controls Additional Shares, as wouldthe case may be, which it has or they have agreed to purchase hereunder on such date and the aggregate number of Firm Shares or Additional Shares, as the case may be, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total number of Firm Shares or Additional Shares, as the case may be, to be purchased on such date by all Underwriters, each non- defaulting Underwriter shall be obligated severally, in the judgment proportion which the number of Firm Shares set forth opposite its name in Schedule I bears to the total number of Firm Shares which all the non-defaulting Underwriters have agreed to purchase, or in such other proportion as you may specify, to purchase the Firm Shares or Additional Shares, as the case may be, 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 Firm Shares or Additional Shares, as the case may be, which any Underwriter has agreed to purchase pursuant to Section 2 hereof be increased pursuant to this Section 10 by an amount in excess of one-ninth of such number of Firm Shares or Additional Shares, as the case may be, without the written consent of such Underwriter. If on the 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 by all Underwriters and arrangements satisfactory to you, the Company and the Selling Stockholders for purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non- defaulting Underwriter, the Company or the Selling Stockholders. In any such case which does not result in termination of this Agreement, either you or the 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 and the Prospectus or any other documents or arrangements may be likely effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to materially prejudice purchase Additional Shares and the success aggregate number of Additional Shares with respect to which such default occurs is more than one- tenth of the proposed marketing aggregate number of Additional Shares to be purchased on such date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase such Additional Shares or sale (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase on such date in the Securitiesabsence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of any such Underwriter under this Agreement.
Appears in 1 contract
Samples: Underwriting Agreement (Nutraceutical International Corp)
Effectiveness of Agreement and Termination. This Agreement shall become effective upon the execution and delivery of this Agreement by the parties hereto. This Agreement may be terminated at any time on or prior to the Closing Date by the Underwriter Initial Purchasers by written notice to the Company if any of the following has occurred: (i) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or crisis or change in economic conditions or in the financial markets of the United States or elsewhere that, in the judgment of the UnderwriterInitial Purchasers' judgment, is material and adverse and, in the judgment of the UnderwriterInitial Purchasers' judgment, makes it impracticable to market the Securities Series A Notes on the terms and in the manner contemplated in the ProspectusOffering Circular, (ii) the suspension or material limitation of trading in securities or other instruments on the New York Stock Exchange, the American Stock Exchange, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange, the Chicago Board of Trade or the Nasdaq National Market or limitation on prices for securities or other instruments on any such exchange or the Nasdaq National Market, (iii) the suspension of trading of any securities of the Company or any Guarantor on any exchange or in the over-the-counter market, (iv) any material disruption of settlements of securities or clearance services in the United States, (v) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the your opinion of the Underwriter materially and adversely affects, or will materially and adversely affect, the business, prospects, financial condition or results of operations of the Company Allied and its subsidiaries, taken as a whole, (viv) the declaration of a banking moratorium by either federal or New York State authorities, authorities or (viivi) the taking of any change action by any federal, state or local government or agency in national respect of its monetary or international financialfiscal affairs which in your opinion has a material adverse effect on the financial markets in the United States. If on the Closing Date any one or more of the Initial Purchasers shall fail or refuse to purchase the Series A Notes which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of the Series A Notes which such defaulting Initial Purchaser or Initial Purchasers, political as the case may be, agreed but failed or economic conditions or currency exchange rates or exchange controls as wouldrefused to purchase is not more than one-tenth of the aggregate principal amount of the Series A Notes to be purchased on such date by all Initial Purchasers, each non-defaulting Initial Purchaser shall be obligated severally, in the judgment proportion which the principal amount of the Underwriter, be likely Series A Notes set forth opposite its name in Schedule C bears to materially prejudice the success aggregate principal amount of the proposed marketing Series A Notes which all the non-defaulting Initial Purchasers, as the case may be, have agreed to purchase, or sale in such other proportion as you may specify, to purchase the Series A Notes which such defaulting Initial Purchaser or Initial Purchasers, as the case may be, agreed but failed or refused to purchase on such date; provided that in no event shall the aggregate principal amount of the SecuritiesSeries A Notes which any Initial Purchaser has agreed to purchase pursuant to Section 2 hereof be increased pursuant to this Section 10 by an amount in excess of one-ninth of such principal amount of the Series A Notes without the written consent of such Initial Purchaser. If on the Closing Date any Initial Purchaser or Initial Purchasers shall fail or refuse to purchase the Series A Notes and the aggregate principal amount of the Series A Notes with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Series A Notes to be purchased by all Initial Purchasers and arrangements satisfactory to the Initial Purchasers and the Company for purchase of such the Series A Notes are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Initial Purchaser and the Company. In any such case which does not result in termination of this Agreement, either 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 Offering Circular or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Initial Purchaser from liability in respect of any default of any such Initial Purchaser under this Agreement.
Appears in 1 contract
Effectiveness of Agreement and Termination. This Agreement shall become effective upon the execution and delivery of this Agreement by the parties hereto. This Agreement may be terminated at any time on or prior to the Closing Date by the Underwriter you by written notice to the Company if any of the following has occurred: (i) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or crisis or change in economic conditions or in the XXXXXXXXX, LUFKIN & XXXXXXXX SECURITIES CORPORATION XXXXXXX XXXXX & CO. BEAR, XXXXXXX & CO., INC. BANCBOSTON XXXXXXXXX XXXXXXXX INC. XXXXX SECURITIES INC. April 28, 1999 Page 40 financial markets of the United States or elsewhere that, in the judgment of the Underwriteryour judgment, is material and adverse and, in the judgment of the Underwriteryour judgment, makes it impracticable to market the Securities Shares on the terms and in the manner contemplated in the Prospectus, (ii) the suspension or material limitation of trading in securities or other instruments on the New York Stock Exchange, the American Stock Exchange, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange, the Chicago Board of Trade or the Nasdaq National Market or limitation on prices for securities or other instruments on any such exchange or the Nasdaq National Market, (iii) the suspension of trading of any securities of the Company on any exchange or in the over-the-counter market, (iv) any material disruption of settlements of securities or clearance services in the United States, (v) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the your opinion of the Underwriter materially and adversely affects, or will materially and adversely affect, the business, prospects, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, (viv) the declaration of a banking moratorium by either federal or New York State authorities, authorities or (viivi) the taking of any change action by any federal, state or local government or agency in national respect of its monetary or international financialfiscal affairs which in your opinion has a material adverse effect on the financial markets in the United States. If on the Closing Date or on an Option Closing Date, political as the case may be, any one or economic conditions more of the Underwriters shall fail or currency exchange rates refuse to purchase and deliver the related Deposit Amount for the Firm Shares or exchange controls Additional Shares, as wouldthe case may be, which it has or they have agreed to purchase hereunder on such date and the aggregate number of Firm Shares or Additional Shares, as the case may be, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total number of Firm Shares or Additional Shares, as the case may be, to be purchased on such date by all Underwriters, each non-defaulting Underwriter shall be obligated severally, in the judgment proportion which the number of Firm Shares set forth opposite its name in Schedule I bears to the total number of Firm Shares which all the non-defaulting Underwriters have agreed to purchase, or in such other proportion as you may specify, to purchase the Firm Shares or Additional Shares, as the case may be, XXXXXXXXX, XXXXXX & XXXXXXXX SECURITIES CORPORATION XXXXXXX XXXXX & CO. BEAR, XXXXXXX & CO., INC. BANCBOSTON XXXXXXXXX XXXXXXXX INC. XXXXX SECURITIES INC. April 28, 1999 Page 41 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 Firm Shares or Additional Shares, as the case may be, which any Underwriter has agreed to purchase pursuant to Section 2 hereof be increased pursuant to this Section 9 by an amount in excess of one-ninth of such number of Firm Shares or Additional Shares, as the case may be, without the written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase and deliver the related Deposit Amount for Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the Underwriteraggregate number of Firm Shares to be purchased by all Underwriters and arrangements satisfactory to you and the Company for purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non- defaulting Underwriter and the Company. In any such case which does not result in termination of this Agreement, either 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 and the Prospectus or any other documents or arrangements may be likely effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to materially prejudice purchase and deliver the success related Deposit Amount for Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the proposed marketing aggregate number of Additional Shares to be purchased on such date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase such Additional Shares and deliver the related Deposit Amount or sale (ii) purchase not less than the number of Additional Shares and deliver the Securitiesrelated Deposit Amount that such non- defaulting Underwriters would have been obligated to purchase on such date 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 any such Underwriter under this Agreement.
Appears in 1 contract
Samples: Underwriting Agreement (Psinet Inc)
Effectiveness of Agreement and Termination. This Agreement shall become effective upon the execution and delivery of this Agreement by the parties hereto. This Agreement may be terminated at any time on or prior to the Closing Date by the Underwriter Initial Purchaser by written notice to the Company if any of the following has occurred: (i) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or crisis or change in economic conditions or in the financial markets of the United States or elsewhere that, in the judgment of the UnderwriterInitial Purchaser's judgment, is material and adverse and, in the judgment of the UnderwriterInitial Purchaser's judgment, makes it impracticable to market the Securities Series A Notes on the terms and in the manner contemplated in the ProspectusOffering Memorandum, (ii) the suspension or material limitation of trading in securities or other instruments on the New York Stock Exchange, the American Stock Exchange, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange, the Chicago Board of Trade or the Nasdaq National Market or limitation on prices for securities or other instruments on any such exchange or the Nasdaq National Market, (iii) the suspension of trading of any securities of the Company or any Guarantor on any exchange or in the over-the-counter market, (iv) any material disruption of settlements of securities or clearance services in the United States, (v) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the Initial Purchaser's opinion of the Underwriter materially and adversely affects, or will materially and adversely affect, the business, prospects, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, (viv) the declaration of a banking moratorium by either federal or New York State authorities, or (viivi) the taking of any change action by any federal, state or local government or agency in national respect of its monetary or international financial, political or economic conditions or currency exchange rates or exchange controls as would, fiscal affairs which in the judgment of Initial Purchaser's opinion has a material adverse effect on the Underwriter, be likely to materially prejudice financial markets in the success of the proposed marketing or sale of the SecuritiesUnited States.
Appears in 1 contract
Samples: Purchase Agreement (United Musical Instruments Usa Inc)
