Common use of Effects of Termination on Offered Securities Clause in Contracts

Effects of Termination on Offered Securities. (a) If, after application and registration of the Firm Capital Increase and/or any Over-Allotment Capital Increase with the Commercial Register of the Canton of Zug pursuant to Section 3(c) or Section 4(b), prior to the First Closing Date or the relevant Option Closing Date, as the case may be, this Agreement is terminated pursuant to Section 14, or if the delivery of the Firm Securities or Applicable Optional Securities to the Representative is not completed on the First Closing Date or the relevant Option Closing Date, as the case may be (each, an “Event of Non-Completion”), and unless the Company and the Representative otherwise agree within ten calendar days after the Event of Non-Completion, then: (i) the Company shall have a call option against the Representative pursuant to Section 15(b); (ii) if the call option is not exercised, the Representative shall have a put option against the Company pursuant to Section 15(c); (iii) if the put option is not possible for legal reasons or insufficient to dispose of the Firm Shares or Applicable Optional Shares, as applicable, or if such put option is not exercised within the deadline set forth in Section 15(c), the Company shall effect a Capital Reduction pursuant to Section 15(d); and (iv) if the Capital Reduction is not effected in accordance with Section 15(d), the Underwriters may sell the Firm Shares or Applicable Optional Shares, as applicable, in the market as provided in Section 15(e).

Appears in 3 contracts

Samples: Underwriting Agreement (Auris Medical Holding AG), Underwriting Agreement (Auris Medical Holding AG), Underwriting Agreement (Auris Medical Holding AG)

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Effects of Termination on Offered Securities. (a) If, after application and registration of the Firm Capital Increase and/or any Over-Allotment Capital Increase with the Commercial Register of the Canton of Zug Geneva pursuant to Section 3(c4(c) or Section 4(b5(b), prior to the First Closing Date or the relevant Option Optional Closing Date, as the case may be, this Agreement is terminated pursuant to Section 1412, or if the delivery of the Firm Securities or Applicable Optional Securities to the Representative Representatives for the account of the several Underwriters is not completed on the First Closing Date or the relevant Option Optional Closing Date, as the case may be (each, an “Event of Non-Completion”), and unless the Company and the Representative Representatives, acting on behalf of the several Underwriters, otherwise agree within ten calendar days after the Event of Non-Completion, then: (i) the Company shall have a call option against the Representative Underwriters pursuant to Section 15(b14(b); (ii) if the call option is not exercised, the Representative Representatives acting on behalf of the several Underwriters shall have a put option against the Company pursuant to Section 15(c14(c); (iii) if the put option is not possible for legal reasons or insufficient to dispose of the Firm Shares Securities or Applicable Optional SharesSecurities, as applicable, or if such put option is not exercised within the deadline set forth in Section 15(c14(c), the Company shall effect a Capital Reduction capital reduction pursuant to Section 15(d14(d); and (iv) if the Capital Reduction capital reduction is not effected in accordance with Section 15(d14(d), the Underwriters may sell the Firm Shares Securities or Applicable Optional SharesSecurities, as applicable, in the market as provided in Section 15(e14(e).

Appears in 1 contract

Samples: Underwriting Agreement (ObsEva SA)

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