Qualifying Underwriters Sample Clauses

Qualifying Underwriters. For the purposes of this Additional Compensation Agreement, each Underwriter (other than UBS Securities LLC), which sells Common Shares of the Fund with an aggregate purchase price to the public of at least $50,000,000 shall be a "Class I Qualifying Underwriter" and each Underwriter (other than UBS Securities LLC), which sells Common Shares of the Fund with an aggregate purchase price to the public of at least $100,000,000 shall be a "Class II Qualifying Underwriter;" provided, however, that the amounts required to qualify as a Class I Qualifying Underwriter or a Class II Qualifying Underwriter may be reduced with respect to any Underwriter in the sole discretion of Xxxxx Xxxxx. Class I Qualifying Underwriters and Class II Qualifying Underwriters are referred to collectively herein as "Qualifying Underwriters." A Qualifying Underwriter which qualifies as a Class II Qualifying Underwriter shall not also be a Class I Qualifying Underwriter. Within 60 days following the Closing Date, the Qualifying Underwriters shall prepare or cause to be prepared and provide to Xxxxx Xxxxx a chart listing each of the Qualifying Underwriters, which chart shall indicate the aggregate purchase price to the public of the Common Shares sold by each Qualifying Underwriter and the Pro Rata Percentage (as defined in Section 2 hereof) of each Qualifying Underwriter and shall be appended as Schedule A to this Additional Compensation Agreement. Such Schedule A shall be prepared in good faith by the Qualifying Underwriters and subject to verification by Xxxxx Xxxxx.
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Qualifying Underwriters. For the purposes of this Additional Compensation Agreement, each Underwriter which sells Common Shares of the Trusts with an aggregate purchase price to the public of at least $50,000,000 (which amount shall equal the aggregate purchase price to the public of any Firm Shares and Option Shares sold by such Underwriter, as determined in the sole discretion of UBS Warburg and set forth in Schedule B hereto) shall be a "Qualifying Underwriter"; provided, however, that UBS Warburg shall not be included in the term "Qualifying Underwriter." UBS Warburg may, in its sole and absolute discretion, waive such $50,000,000 sales requirement with respect to any Underwriter and determine such Underwriter to be a Qualifying Underwriter
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Qualifying Underwriters. For the purposes of this Qualifying Underwriter Additional Compensation Agreement (the "Additional Compensation Agreement"), each Underwriter which sells Common Shares of the Fund in the initial public offering of the Fund's Common Shares with an aggregate purchase price to the public of at least $50,000,000 (the "Qualifying Amount") (which amount shall equal the aggregate purchase price to the public of any Firm Shares and Additional Shares sold by such Underwriter, as determined by UBS Securities LLC ("UBS Securities") in good faith and as set forth in Schedule A hereto) shall be a "Qualifying Underwriter"; provided, however, that the Qualifying Amount may be reduced with respect to any Underwriter in the sole discretion of the Investment Adviser. Within 60 days following the Closing Date, UBS Securities shall prepare and provide to the Investment Adviser a chart listing each of the Qualifying Underwriters, which chart shall indicate the number of Common Shares sold by each Qualifying Underwriter and the Pro Rata Percentage (as defined in Section 2 hereof) of each Qualifying Underwriter and shall be appended as Schedule A to this Additional Compensation Agreement.
Sample 1
Qualifying Underwriters. (a) For the purposes of this Additional Compensation Agreement, UBS Securities LLC shall be a "Qualifying Underwriter." Within 60 days following the Closing Date, the Qualifying Underwriters shall prepare or cause to be prepared and provide to DeIM a chart listing each of the Qualifying Underwriters, which chart shall indicate the aggregate purchase price to the public of the Common Shares sold by each Qualifying Underwriter and the Pro Rata Percentage (as defined in Section 2 hereof) of each Qualifying Underwriter and shall be appended as Schedule A to this Additional Compensation Agreement. Such Schedule A shall be prepared in good faith by the Qualifying Underwriters and subject to verification by DeIM.
Sample 1
Qualifying Underwriters. For the purposes of this Additional Compensation Agreement, each Underwriter which sells Common Shares of the Trust with an aggregate purchase price to the public of at least $50,000,000 (which amount shall equal the aggregate of the value of any Firm Shares and Option Shares sold by such Underwriter) shall be a "Qualifying Underwriter"; provided, however, that Salomon Smith Barney shall not be included in the term "Qualifying Undxxxxxxxx." Xxtxxx 00 days following the Closing Date, Salomon Smith Barney shall prepare and provide to the Adviser a chart xxxxxxx xxxx of the Qualifying Underwriters, which chart shall indicate the number of Common Shares sold by each Qualifying Underwriter, the Pro Rata Percentage (as defined in Section 2 hereof) of each Qualifying Underwriter and the Remaining Pro Rata Percentage (as defined in Section 3(a)(ii) hereof) and shall be appended as Schedule A to this Additional Compensation Agreement.
Sample 1
Qualifying Underwriters. For the purposes of this Additional Compensation Agreement, each Underwriter which sells Common Shares of the Fund with an aggregate purchase price to the public of at least $50,000,000 (the "Qualifying Amount") (which amount shall equal the aggregate purchase price to the public of any Firm Shares and Additional Shares sold by such Underwriter, as determined by UBS Securities LLC ("UBS Securities") in good faith and set forth in Schedule A hereto) shall be a "Qualifying Underwriter"; provided, however, that the Qualifying Amount may be reduced with respect to any Underwriter in the sole discretion of the Investment Adviser. Within 60 days following the Closing Date, UBS Securities shall prepare and provide to the Investment Adviser a chart listing each of the Qualifying Underwriters, which chart shall indicate the number of Common Shares sold by each Qualifying Underwriter and the Pro Rata Percentage (as defined in Section 2 hereof) of each Qualifying Underwriter and shall be appended as Schedule A to this Additional Compensation Agreement.
Sample 1
Qualifying Underwriters. For the purposes of this Additional Compensation Agreement, each Underwriter which sells Common Shares of the Fund with an aggregate purchase price to the public of at least $50,000,000 (the "Qualifying Amount") (which amount shall equal the aggregate purchase price to the public of any Firm Shares and Additional Shares sold by such Underwriter, as determined by UBS Warburg in good faith and set forth in Schedule A hereto) shall be a "Qualifying Underwriter;" provided, however, that the Qualifying Amount may be reduced with respect to any Underwriter in the sole discretion of the Investment Manager, and provided further that UBS Warburg shall not be a Qualifying Underwriter. Within 60 days following the Closing Date, UBS Warburg shall prepare and provide to the Investment Manager a chart listing each of the Qualifying Underwriters, which chart shall indicate the number of Common Shares sold by each Qualifying Underwriter and the Pro Rata Percentage (as defined in Section 2 hereof) of each Qualifying Underwriter and shall be appended as Schedule A to this Additional Compensation Agreement.
Sample 1
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Related to Qualifying Underwriters

  • Defaulting Underwriters (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units by the non-defaulting Underwriters or other persons satisfactory to the Partnership on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Units, then the Partnership shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Partnership that they have so arranged for the purchase of such Units, or the Partnership notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Units, either the non-defaulting Underwriters or the Partnership may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Partnership agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units that a defaulting Underwriter agreed but failed to purchase.

  • Relationship Among Underwriters and Selected Dealers We shall have full authority to take such actions as we deem advisable in all matters pertaining to any Offering under this Master SDA. You are not authorized to act as an agent for us, any Underwriter or the Issuer or other Seller of any Securities in offering Securities to the public or otherwise. Neither we nor any Underwriter will be under any obligation to you except for obligations assumed hereby or in any Wire from us in connection with any Offering, and no obligations on our part as the Manager will be implied hereby or inferred herefrom. Nothing contained in this Master SDA or any Wire shall constitute the Selected Dealers an association or partners with us or any Underwriter or with one another, and the obligations of you and each of the other Selected Dealers or any of the Underwriters are several and not joint. If the Selected Dealers, among themselves, with us or with the Underwriters, should be deemed to constitute a partnership for federal income tax purposes, then you elect to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agree not to take any position inconsistent with such election. You authorize the Manager, in its discretion, to execute on your behalf such evidence of such election as may be required by the U.S. Internal Revenue Service. In connection with any Offering, you will be liable for your proportionate share of the amount of any tax, claim, demand or liability that may be asserted against you alone or against one or more Selected Dealers participating in such Offering, or against us or the Underwriters, based upon the claim that the Selected Dealers, or any of them, constitute an association, an unincorporated business or other entity, including, in each case, your proportionate share of the amount of any expense (including attorneys’ fees and expenses) incurred in defending against any such tax, claim, demand or liability.

  • Defaulting Underwriter (a) If, on the Closing Date or the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares that it has agreed to purchase hereunder on such date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Shares that a defaulting Underwriter agreed but failed to purchase.

  • Underwriters The copies of the Registration Statement and each amendment thereto furnished to the U.S. Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

  • Offering by Underwriters It is understood that the several Underwriters propose to offer the Securities for sale to the public as set forth in the Prospectus.

  • Underwriter’s Cutback In connection with any registration of shares, including any Underwritten Shelf Takedown, the underwriter may determine that marketing factors (including an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten. Notwithstanding any contrary provision of this Section 3 and subject to the terms of this Section 3.3.1, the underwriter may limit the number of shares which would otherwise be included in such registration or Underwritten Shelf Takedown by excluding any or all Registrable Securities from such registration or Underwritten Shelf Takedown. Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the registration or Underwritten Shelf Takedown, the Company shall advise all holders of the Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities, that may be included in the registration or Underwritten Shelf Takedown shall be allocated in the following manner: shares, other than Registrable Securities, requested to be included in such registration or Underwritten Shelf Takedown by other shareholders shall be excluded unless the Company, with the consent of the parties required to approve any amendment or waiver of this Agreement pursuant to Section 6.2, has granted registration rights which are to be treated on an equal basis with Registrable Securities for the purpose of the exercise of the underwriter cutback (such shares afforded such equal treatment being “Parity Shares”); and, if a limitation on the number of shares is still required, the number of Registrable Securities, Parity Shares and other shares of Common Stock that may be included in such registration or Underwritten Shelf Takedown shall be allocated, as nearly as practicable, as follows:

  • Piggyback Underwritten Offerings In the case of a registration pursuant to Section 2.2 which involves an underwritten offering, the Company shall enter into an underwriting agreement in connection therewith and all of the Participating Holders’ Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Any Participating Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received by such Participating Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holder.

  • Selection of Underwriter in Demand Registration The Fund shall (together with all Holders proposing to distribute their securities through the underwriting) enter into an underwriting agreement in customary form for an underwritten offering made solely by selling shareholders with the underwriter or, if more than one, the lead underwriter acting as the representative of the underwriters (the “Underwriters’ Representative”) selected for the underwriting by the Initiating Holder and with the consent of the Fund, not to be unreasonably withheld.

  • Selection of Underwriters and Counsel The underwriters and legal counsel to be retained in connection with any Public Offering will be selected by the Board or, in the case of an offering following a request therefor under Section 7.1.1, the Initiating Investors.

  • Underwriting in Piggyback Registration In the event of an underwritten registration pursuant to the provisions of Section 5.2, any Holder who requests to have Registrable Shares included in such registration shall enter into such custody agreements and powers of attorney as are reasonably requested by the Corporation and any such underwriter, and, if requested, enter into an underwriting agreement containing customary terms.

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