Obligation to Purchase. (1) Subject to the terms of this Agreement, the obligation of the Underwriters to purchase the Firm Units or the Additional Units, if applicable, at the Closing Date, shall be several and not joint and several and shall be limited to the number and equivalent percentage of the Firm Units or the Additional Units, if applicable, set out opposite the name of the Underwriters respectively below (subject to such adjustment as the Co-Lead Underwriters may determine to eliminate fractional shares): Cantor Xxxxxxxxxx Canada Corporation 1,750,000 40.0% Xxxxxxx Securities Inc. 984,375 22.5% Xxxx Capital Partners, LLC 984,375 22.5% Dundee Securities Ltd. 218,750 5.0% Xxxxxxx Xxxxx Ltd. 218,750 5.0% Xxxxxx & Xxxxxxx a unit of X.X. Xxxxxxxxxx & Co., LLC 218,750 5.0%
(2) If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Units that it or they have agreed to purchase hereunder on such date, and the aggregate number of Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Units to be purchased on such date, the Co-Lead Underwriters may make arrangements satisfactory to the Company for the purchase of such Units by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Units set forth opposite their respective names in this Section 9 bears to the aggregate number of Units set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Co-Lead Underwriters with the consent of the non-defaulting Underwriters, to purchase the Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Units and the aggregate number of Units with respect to which such default occurs exceeds 10% of the aggregate number of Units to be purchased on such date, and arrangements satisfactory to the Co-Lead Underwriters and the Company for the purchase of such Units are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party (other than the defaulting underwriter, who shall remain liable to the Company) except that the provision...
Obligation to Purchase. (a) The Subscriber agrees to purchase from the Company convertible notes ("Put Notes") in up to the principal amount set forth on the signature page hereto for up to the aggregate amount of Put Note principal designated on the signature page hereto (the "Put"). Collectively the Put Notes, Warrants issuable in connection with the Put, and Common Stock issuable upon conversion of the Put Notes and exercise of the Warrants are referred to as the "Put Securities".) The Warrants issuable in connection with the Put Notes are referred to herein as Warrants or Put Warrants. Except as described in Section 11.1(c) hereof, each Put Note will be identical to the Note except that the Maturity Date will be three years from each Put Closing Date (as hereinafter defined). The Holders of the Put Securities are granted all the rights, undertakings, remedies, liquidated damages and indemnification granted to the Subscriber in connection with the Note, including but not limited to, the rights and procedures set forth in Section 9 hereof and the registration rights described in Section 10 hereof.
(b) The agreement to purchase the Put Notes is contingent on the following any, some or all of which may be waived by the Subscriber:
(i) As of a Put Date and Put Closing Date, 200% of the Common Shares issuable upon conversion of a Put Note (employing the Conversion Price as of such date) and sufficient Common Shares to allow the full exercise of the Put Warrants issuable in connection with the Put Note (assuming exercise of such Put Warrants on such date) must be included in an effective registration statement described in Section 10 hereof.
(ii) As of a Put Date and Put Closing Date, the Company will be a full reporting company with the class of Shares registered pursuant to Section 12(g) of the Securities Exchange Act of 1934.
(iii) No material adverse change in the Company's business or business prospects shall have occurred after the date of the most recent financial statements included in the Reports. Material adverse change is defined as any effect on the business, operations, properties, prospects, or financial condition of the Company that is material and adverse to the Company and its subsidiaries and affiliates, taken as a whole, and/or any condition, circumstance, or situation that would prohibit or otherwise interfere with the ability of the Company to enter into and perform any of its obligations under this Agreement, or any other agreement entered into or to be entered...
Obligation to Purchase. (1) Subject to the terms of this Agreement, the Underwriters' obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several and the liability of each of the Underwriters to purchase the Offered Shares shall be limited to the following percentages of the purchase price paid for the Offered Shares: Cantor Xxxxxxxxxx Canada Corporation 80.0% BMO Xxxxxxx Xxxxx Inc. 10.0% X.X. Xxxxxxxxxx & Co., LLC 5.0% TD Securities Inc. 5.0%
(2) If any of the Underwriters fails to purchase its applicable percentage of the Offered Shares at the Closing Time or the Option Closing Time, as the case may be, (a "Defaulting Underwriter") and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less of the Offered Shares then the other Underwriters will be severally, and not jointly and severally, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, all but not less than all of the Offered Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter's portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the Company, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the non-defaulting Underwriters shall be relieved of all obligations to the Company arising from such default. Nothing in this section shall oblige the Company to sell to the Underwriters less than all of the Offered Shares or relieve from liability to the Company any Underwriter which shall be so in default.
Obligation to Purchase. Nothing herein contained or done pursuant hereto shall obligate the Optionee to purchase and/or pay for any shares except those shares in respect of which the Optionee shall have exercised his option to purchase in the manner herein before provided.
Obligation to Purchase. Upon the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Authority hereby agrees to purchase from the District, and the District hereby agrees to sell to the Authority, the Notes (as indicated in Exhibit A), as described herein and in the Resolution.
Obligation to Purchase. The Purchaser’s obligation to purchase the Assets and to take the other actions required of it at the Closing, is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Purchaser, in whole or in part):
Obligation to Purchase. (a) The Subscriber agrees to purchase from the Company additional shares of common stock of the Company (the "Put Shares") for the aggregate consideration designated on the signature page hereof (the "Put"). The Put may be exercised by the Company only during the two (2) year period commencing on the Closing Date ("Put Period").
(b) The agreement to purchase the Put Shares is contingent on the Company filing a registration statement relating to the Put Shares issuable upon exercise of the Put with the Securities and Exchange Commission on Form S-3 or such other registration statement described in Section 10.1(iv) of this Subscription Agreement or another form suitable for such purpose and reasonably designated by the Purchaser on or before 60 days from the Closing Date, and such registration statement being declared effective by the Securities and Exchange Commission on or before 120 days from the Closing Date.
(c) The exercise of the Put is further contingent on the following:
(1) As of the effective date of the registration statement described in Section 11.2(b), and the Put Date (as hereinafter defined), the Company will be a full reporting company with the class of Shares registered pursuant to Section 12(g) of the Securities Exchange Act of 1934.
(2) The Company's Common Stock will have traded at an average daily trading volume of 75,000 shares for the thirty trading days prior to each Put Date with an average daily closing bid price of not less than $1.00 per share for the same period.
(3) The Company's financial condition will be at least equivalent to the Company's financial condition as reported in the Company's most recent financial statements included in the Reports and Other Information.
(4) None of the following events of default shall have occurred or be continuing:
(i) The Company shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business; or such a receiver or trustee shall otherwise be appointed.
(ii) Any money judgment, writ or similar process shall be entered or filed against Company or any of its property or other assets for more than $50,000, and shall remain unvacated, unbonded or unstayed for a period of forty-five (45) days.
(iii) Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings or relief under any bankruptcy law or any law for the relief of debtors shall be instituted by ...
Obligation to Purchase. A. The Authority shall not be obligated to purchase any Mortgage Loan unless: (i) the Mortgage Loan was closed and disbursed to an Eligible Borrower within the time limits set forth in the Procedural Guide; and (ii) the Mortgage Loan is delivered to the Authority within thirty (30) days of closing, except for USDA Mortgage Loans which must be delivered to the Authority within sixty (60) days of closing In all cases, the Authority is empowered to determine, in its sole discretion, whether applications from prospective Eligible Borrowers are acceptable for participation in the Program, including but not limited to whether the Qualified Dwelling meets the acquisition cost limits of the Program. At any time, the Authority may, in its sole discretion, extend the time periods referred to in this subsection 7.2.A.
B. The Authority reserves the right to decline to purchase any Mortgage Loan delivered by the Lender that does not conform to this Agreement, the Procedural Guide and the Rules or the purchase of which, in the opinion of nationally recognized bond counsel selected by the Authority, might reasonably be expected to impair the tax-exempt status, of the interest on the Bonds.
Obligation to Purchase. Subject to the terms and conditions of this Agreement, Purchaser shall purchase from Supplier (i) all of Purchaser’s requirements for Assay Components listed in Part A of Exhibit A.
Obligation to Purchase. HECO shall not be obligated to purchase, receive or use LSFO to the extent that performance of this Contract in the customary manner is prevented, restricted or delayed by a Contingency. [ - - - ]
