No Gross-up by the Selling Shareholder or the Company Sample Clauses

No Gross-up by the Selling Shareholder or the Company. The International Agents and the Brazilian Underwriters shall be solely responsible for payments of any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of any applicable taxing jurisdiction on the payments due by the Selling Shareholder or the Company, as applicable, to the International Agents and the Brazilian Underwriters under the Transaction Documents; provided that if the Selling Shareholder or the Company incurs such taxes, duties, assessments or governmental charges (or if the Selling Shareholder or the Company are otherwise required to withhold or deduct under applicable law from amounts otherwise due to the International Agents or the Brazilian Underwriters by the Selling Shareholder or the Company), the Selling Shareholder or the Company, as applicable, may withhold from any payment due to the International Agents or the Brazilian Underwriters, as the case may be, an amount equivalent to such taxes, duties, assessments or governmental charges (or such amount the Selling Shareholder or the Company is otherwise required to withhold or deduct under applicable law) and neither the Selling Shareholder nor the Company will pay any additional amount in relation thereto. If the Selling Shareholder or the Company (as applicable) does not so withhold with respect to payments made to the International Agents, the International Agents, shall promptly on demand reimburse, severally and not jointly on a pro rata basis based on the number of Offered Securities that such International Agent agreed to place hereunder, the Selling Shareholder or the Company, as applicable, for any such taxes, duties, assessments or governmental charges. For the avoidance of doubt, no additional amounts shall be paid by the Selling Shareholder or the Company to the International Agents in respect of any Brazilian tax imposed on the fees payable to the International Agents, and if the Selling Shareholder or the Company, as applicable, is required to pay such taxes directly, the International Agents shall promptly reimburse, severally and not jointly, the Selling Shareholder or the Company, as applicable, for such taxes on a pro rata basis (based on the number of Offered Securities that such International Agent agreed to place hereunder).
Sample 1
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Related to No Gross-up by the Selling Shareholder or the Company

  • Default by one or more of the Selling Shareholders or the Company (a) If a Selling Shareholder shall fail at Closing Time or at a Date of Delivery to sell and deliver the number of Securities which such Selling Shareholder or Selling Shareholders are obligated to sell hereunder, and the remaining Selling Shareholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number to be sold by all Selling Shareholders as set forth in Schedule B hereto, then the Underwriters may, at option of the Representatives, by notice from the Representatives to the Company and the non-defaulting Selling Shareholders, either (a) terminate this Agreement without any liability on the fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect or (b) elect to purchase the Securities which the non-defaulting Selling Shareholders and the Company have agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve any Selling Shareholder so defaulting from liability, if any, in respect of such default. In the event of a default by any Selling Shareholder as referred to in this Section 11, each of the Representatives, the Company and the non-defaulting Selling Shareholders shall have the right to postpone Closing Time or Date of Delivery for a period not exceeding seven days in order to effect any required change in the Registration Statement or Prospectus or in any other documents or arrangements.

  • Representations and Warranties of the Company and the Selling Shareholders (a) The Company represents and warrants to, and agrees with, the several Underwriters that:

  • Representations and Warranties by the Selling Shareholder The Selling Shareholder represents and warrants to each Underwriter as of the date hereof, as of the Closing Time, and, if the Selling Shareholder is selling Option Securities on a Date of Delivery, as of each such Date of Delivery, and agrees with each Underwriter, as follows:

  • Representations and Warranties of the Company and the Selling Stockholder (a) The Company represents and warrants to, and agrees with, the several Underwriters that:

  • Representations and Warranties by the Selling Shareholders Each Selling Shareholder severally represents and warrants to each Underwriter as of the date hereof, as of the Closing Time, and, if the Selling Shareholder is selling Option Securities on a Date of Delivery, as of each such Date of Delivery, and agrees with each Underwriter, as follows:

  • Representations and Warranties of the Company and the Selling Stockholders (a) The Company represents and warrants to, and agrees with, the several Underwriters that:

  • Representations and Warranties by the Selling Stockholders Each Selling Stockholder severally represents and warrants to each Underwriter as of the date hereof, as of the Closing Time, and, if the Selling Stockholder is selling Option Securities on a Date of Delivery, as of each such Date of Delivery, and agrees with each Underwriter, as follows:

  • Further Agreements of the Selling Shareholders Each of the Selling Shareholders covenants and agrees with each Underwriter that:

  • Certain Agreements of the Company and the Selling Stockholders The Company agrees with the several Underwriters and the Selling Stockholders that:

  • Covenants of the Company and the Selling Shareholders (a) The Company covenants and agrees with the several Underwriters that:

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