Obligations of the Underwriters. The obligations of the Underwriters under this Agreement shall be several in all respects and not joint or joint and several. For greater certainty, the obligations of the Underwriters to purchase the Offered Shares shall be several and not joint or joint and several, and shall be limited to the percentages of the aggregate number of Offered Shares to be purchased set out opposite the names of the Underwriters respectively below: Beacon Securities Limited — 65 % GMP Securities L.P. — 35 % If an Underwriter does not complete the purchase and sale of the Offered Shares which that Underwriter has agreed to purchase under this Agreement (other than in accordance with Section 37 of this Agreement) (the “Defaulted Shares”), Beacon may delay the Closing Date for not more than three days without the prior written consent of the Company, and the remaining Underwriter (the “Continuing Underwriter”) will be entitled, at its option, to purchase all but not less than all of the Defaulted Shares. If the Continuing Underwriter does not elect to purchase the Defaulted Shares: (a) the Continuing Underwriter will not be obliged to purchase any of the Offered Shares; (b) the Company will not be obliged to sell less than all of the Offered Shares; and (c) the Company will be entitled to terminate its obligations under this Agreement, in which event there will be no further liability on the part of the Continuing Underwriter, or on the part of the Company except pursuant to the provisions of Sections 33, 34 and 35 of this Agreement.
Appears in 2 contracts
Samples: Underwriting Agreement (Village Farms International, Inc.), Underwriting Agreement (Village Farms International, Inc.)
Obligations of the Underwriters. The obligations of the Underwriters under this Agreement shall be several in all respects and not joint or joint and several. For greater certainty, the obligations of the Underwriters to purchase the Offered Shares Units shall be several and not joint or joint and several, and shall be limited to the percentages of the aggregate number of Offered Shares Units to be purchased set out opposite the names of the Underwriters respectively below: Beacon Securities Limited — 65 - 50% GMP Securities L.P. — 35 Canaccord Genuity Corp. - 50% If an Underwriter does not complete the purchase and sale of the Offered Shares Units which that Underwriter has agreed to purchase under this Agreement (other than in accordance with Section 37 18 of this Agreement) (the “Defaulted SharesUnits”), Beacon may delay the Closing Date for not more than three five days without the prior written consent of the Company, and the remaining Underwriter (the “Continuing Underwriter”) will be entitled, at its option, to purchase all but not less than all of the Defaulted SharesUnits. If the Continuing Underwriter does not elect to purchase the Defaulted SharesUnits:
(a) the Continuing Underwriter will not be obliged to purchase any of the Offered SharesUnits;
(b) the Company will not be obliged to sell less than all of the Offered SharesUnits; and
(c) the Company will be entitled to terminate its obligations under this Agreement, in which event there will be no further liability on the part of the Continuing Underwriter, or on the part of the Company except pursuant to the provisions of Sections 3314, 34 15 and 35 16 of this Agreement.
Appears in 2 contracts
Samples: Underwriting Agreement, Underwriting Agreement
Obligations of the Underwriters. The All of the obligations of the Underwriters under this Agreement shall be several in all respects and not joint or joint and several. For greater certainty, the obligations of the Underwriters to purchase the Offered Shares shall be several and not joint or joint and several, and shall be limited to the percentages of the aggregate number of Offered Shares to be purchased set out opposite the names of the Underwriters respectively below: Beacon Securities Limited — 65 Canaccord Genuity Corp. - 40% GMP Securities L.P. — 35 - 40% Beacon Securities Limited - 7% Echelon Wealth Partners Inc. - 7% Eight Capital - 6% If an Underwriter does not complete the purchase and sale of the Offered Shares which that Underwriter has agreed to purchase under this Agreement (other than in accordance with Section 37 15 or Section 16 of this Agreement) (the “Defaulted Shares”), Beacon the Co-Lead Underwriters may delay the Closing Date for not more than three five days without the prior written consent of the Company, and the remaining Underwriter Underwriters (the “Continuing UnderwriterUnderwriters”) will be entitled, at its their option, to purchase all but not less than all of the Defaulted SharesShares pro rata according to the number of Offered Shares to have been acquired by the Continuing Underwriters under this Agreement or in any proportion agreed upon, in writing, by the Continuing Underwriters. If the Continuing Underwriter does Underwriters do not elect to purchase the Defaulted Shares:
(a1) the Continuing Underwriter Underwriters will not be obliged to purchase any of the Offered Shares;
(b2) the Company will not be obliged to sell less than all of the Offered Shares; and
(c) and the Company will be entitled to terminate its obligations under this Agreement, in which event there will be no further liability on the part of the Continuing UnderwriterUnderwriters, or on the part of the Company except pursuant to the provisions of Sections 33Section 12, 34 Section 13 and 35 Section 14 of this Agreement.
Appears in 1 contract
Samples: Underwriting Agreement
Obligations of the Underwriters. The (1) All of the obligations of the Underwriters under this Agreement shall be several in all respects and not joint or joint and several. For greater certainty, the obligations of the Underwriters to purchase the Offered Shares shall be several and not joint or joint and several, and shall be limited to the percentages of the aggregate number of Offered Shares to be purchased set out opposite the names of the Underwriters respectively below: GMP Securities L.P. - 76% Beacon Securities Limited — 65 - 6% GMP Cormark Securities L.P. — 35 Inc. - 6% Echelon Wealth Partners Inc. - 6% Eight Capital - 6%
(2) If an Underwriter does not complete the purchase and sale of the Offered Shares which that Underwriter has agreed to purchase under this Agreement (other than in accordance with Section 37 15 or Section 16 of this Agreement) (the “Defaulted Shares”), Beacon the Lead Underwriter may delay the Closing Date for not more than three five days without the prior written consent of the Company, and the remaining Underwriter Underwriters (the “Continuing UnderwriterUnderwriters”) will be entitled, at its their option, to purchase all but not less than all of the Defaulted SharesShares pro rata according to the number of Offered Shares to have been acquired by the Continuing Underwriters under this Agreement or in any proportion agreed upon, in writing, by the Continuing Underwriters. If the Continuing Underwriter does Underwriters do not elect to purchase the Defaulted Shares:
(a) the Continuing Underwriter Underwriters will not be obliged to purchase any of the Offered Shares;
(b) the Company will not be obliged to sell less than all of the Offered Shares; and
(c) and the Company will be entitled to terminate its obligations under this Agreement, in which event there will be no further liability on the part of the Continuing UnderwriterUnderwriters, or on the part of the Company except pursuant to the provisions of Sections 33Section 12, 34 Section 13 and 35 Section 14 of this Agreement.
Appears in 1 contract
Samples: Underwriting Agreement
Obligations of the Underwriters. The obligations of the Underwriters under this Agreement shall be several in all respects and not joint or joint and several. For greater certainty, the obligations of the Underwriters to purchase the Offered Shares shall be several and not joint or joint and several, and shall be limited to the percentages of the aggregate number of Offered Shares to be purchased set out opposite the names of the Underwriters respectively below: Beacon Securities Limited — 65 - 85 % GMP Securities L.P. — 35 Echelon Wealth Partners Inc. - 15 % If an Underwriter does not complete the purchase and sale of the Offered Shares which that Underwriter has agreed to purchase under this Agreement (other than in accordance with Section 37 of this Agreement) (the “Defaulted Shares”), Beacon may delay the Closing Date for not more than three days without the prior written consent of the Company, and the remaining Underwriter (the “Continuing Underwriter”) will be entitled, at its option, to purchase all but not less than all of the Defaulted Shares. If the Continuing Underwriter does not elect to purchase the Defaulted Shares:
(a) the Continuing Underwriter will not be obliged to purchase any of the Offered Shares;
(b) the Company will not be obliged to sell less than all of the Offered Shares; and
(c) the Company will be entitled to terminate its obligations under this Agreement, in which event there will be no further liability on the part of the Continuing Underwriter, or on the part of the Company except pursuant to the provisions of Sections 33, 34 and 35 of this Agreement.
Appears in 1 contract
Samples: Underwriting Agreement (Village Farms International, Inc.)
Obligations of the Underwriters. The obligations of the Underwriters under this Agreement shall be several in all respects and not joint or joint and several. For greater certainty, the obligations of the Underwriters to purchase the Offered Shares Units shall be several and not joint or joint and several, and shall be limited to the percentages of the aggregate number of Offered Shares Units to be purchased set out opposite the names of the Underwriters respectively below: Beacon Securities Limited — 65 - 60% GMP Canaccord Genuity Corp. - 20% Cormark Securities L.P. — 35 Inc. - 20% If an Underwriter does not complete the purchase and sale of the Offered Shares Units which that Underwriter has agreed to purchase under this Agreement (other than in accordance with Section 37 18 of this Agreement) (the “Defaulted SharesUnits”), Beacon the Lead Underwriter may delay the Closing Date for not more than three five days without the prior written consent of the Company, and the remaining Underwriter Underwriters (the “Continuing UnderwriterUnderwriters”) will be entitled, at its their option, to purchase all but not less than all of the Defaulted SharesUnits pro rata according to the number of Offered Units to have been acquired by the Continuing Underwriters under this Agreement or in any proportion agreed upon, in writing, by the Continuing Underwriters. If the Continuing Underwriter does do not elect to purchase the Defaulted SharesUnits:
(a) the Continuing Underwriter Underwriters will not be obliged to purchase any of the Offered SharesUnits;
(b) the Company will not be obliged to sell less than all of the Offered SharesUnits; and
(c) the Company will be entitled to terminate its obligations under this Agreement, in which event there will be no further liability on the part of the Continuing UnderwriterUnderwriters, or on the part of the Company except pursuant to the provisions of Sections 3314, 34 15 and 35 16 of this Agreement.
Appears in 1 contract
Samples: Underwriting Agreement
Obligations of the Underwriters. The obligations of the Underwriters under this Agreement shall be several in all respects and not joint or joint and several. For greater certainty, the obligations of the Underwriters to purchase the Offered Shares Units shall be several and not joint or joint and several, and shall be limited to the percentages of the aggregate number of Offered Shares Units to be purchased set out opposite the names of the Underwriters respectively below: Canaccord Genuity Corp. - 50% Beacon Securities Limited — 65 % GMP Securities L.P. — 35 - 50% If an Underwriter does not complete the purchase and sale of the Offered Shares Units which that Underwriter has agreed to purchase under this Agreement (other than in accordance with Section 37 18 of this Agreement) (the “Defaulted SharesUnits”), Beacon Canaccord may delay the Closing Date for not more than three five days without the prior written consent of the Company, and the remaining Underwriter (the “Continuing Underwriter”) will be entitled, at its option, to purchase all but not less than all of the Defaulted SharesUnits. If the Continuing Underwriter does not elect to purchase the Defaulted SharesUnits:
(a) the Continuing Underwriter will not be obliged to purchase any of the Offered SharesUnits;
(b) the Company will not be obliged to sell less than all of the Offered SharesUnits; and
(c) the Company will be entitled to terminate its obligations under this Agreement, in which event there will be no further liability on the part of the Continuing Underwriter, or on the part of the Company except pursuant to the provisions of Sections 3314, 34 15 and 35 16 of this Agreement.
Appears in 1 contract
Samples: Underwriting Agreement