Common use of Underwriting Arrangements Clause in Contracts

Underwriting Arrangements. The Representatives shall determine which signatories to this Agreement will be invited to become underwriters for the Securities. Changes may be made by the Representatives in those who are to be underwriters and in the respective amounts of Securities to be purchased by them, but the amount of Securities to be purchased by us as set forth in the Written Communication to us will not be changed without our consent except as provided herein or in the underwriting agreement (the "Underwriting Agreement") with the Seller covering the Securities. We authorize you on our behalf to execute and deliver the Underwriting Agreement in such form as you determine and to take such action as you deem advisable in connection with the performance of the Underwriting Agreement and this Agreement and the purchase, carrying, sale and distribution of the Securities, including the election to exercise any option to purchase additional Securities to cover over-allotments if so provided. The parties on whose behalf you execute the Underwriting Agreement are hereinafter called the "Underwriters". You may waive performance or satisfaction by the Seller of certain of its obligations or conditions included in the Underwriting Agreement, if in your judgment such waiver will not have a material adverse effect upon the interests of the Underwriters. It is understood that, if so specified in the Written Communication for the issue, arrangements may be made for the sale of Securities by the Seller pursuant to delayed delivery contracts. Such Securities are hereinafter referred to as "Delayed Delivery Securities", and such contracts as "Delayed Delivery Contracts". References herein to delayed delivery and Delayed Delivery Contracts apply only to offerings in which delayed delivery is authorized. The term "underwriting obligation", as used in this Agreement with respect to any Underwriter, shall refer to the principal amount or number of shares of the Securities which such Underwriter is obligated to purchase pursuant to the provisions of the Underwriting Agreement, without regard to any reduction in such obligation as a result of Delayed Delivery Contracts which are entered into by the Seller. As compensation for your services we will pay a management fee as specified in the Written Communication for the issue (without deduction in respect of Delayed Delivery Securities), and you may charge our account therefor. If there is more than one Representative, such compensation will be divided among the Representatives in such proportions as they determine.

Underwriting Arrangements. The Representatives shall determine which signatories or other parties deemed to be signatories to this Agreement will be invited to become underwriters for the Securities. Changes may be made by the Representatives in those who are to be underwriters and in the respective amounts of Securities to be purchased by them, but the amount of Securities to be purchased by us as set forth in the Written Communication to us Invitation will not be changed increased without our consent except as provided herein or in the underwriting agreement (the "Underwriting Agreement") with the Seller covering the Securities. We authorize you on our behalf to execute and deliver the Underwriting Agreement Agreement, in such form as you determine and to take such action as you deem advisable in connection with the performance of the Underwriting Agreement and this Agreement and the purchase, carrying, sale and distribution of the Securities, including the election to exercise any option to purchase additional Securities to cover over-allotments if so provided. The parties on whose behalf you execute the Underwriting Agreement are hereinafter called referred to as the "Underwriters". ." You may waive performance or satisfaction by the Seller Company, any selling security holders or any other party to the Underwriting Agreement of certain of its or their obligations or conditions included in the Underwriting Agreement, if in your judgment such waiver will not have a material adverse effect upon the interests of the Underwriters. It is understood that, if so specified in the Written Communication Invitation for the issue, arrangements may be made for the sale of Securities by the Seller Company or selling security holders pursuant to delayed delivery contracts. Such Securities are hereinafter referred to as "Delayed Delivery Securities", ," and such contracts as "Delayed Delivery Contracts." Securities for which such contracts are not entered into by the Company or selling security holders are hereinafter referred to as ". Immediate Delivery Securities." References herein here to delayed delivery and Delayed Delivery Contracts apply only to offerings in which delayed delivery is authorized. The term "underwriting obligation", ," as used in this Agreement with respect to any Underwriter, shall refer to the principal amount or number of shares or units of the Securities (plus such additional Securities as may be required by the Underwriting Agreement to be purchased by such Underwriter in the event of a default by one or more of the Underwriters) which such Underwriter is obligated to purchase pursuant to the provisions of the Underwriting Agreement, without regard to any reduction in such obligation as a result of Delayed Delivery Contracts which are entered into by the SellerCompany. As compensation for your services we will pay a management fee as specified in the Written Communication Invitation for the issue offering (without deduction in respect of Delayed Delivery Securities), and you may charge our account therefortherefore. If there is more than one Representative, such compensation will be divided among the Representatives in such proportions as they determine.

Underwriting Arrangements. The Representatives shall determine which signatories to this Agreement In connection with each Offering, one or more of the issuer, one or more shareholders of the issuer, or any seller, guarantor or insurer of the Securities will be invited to become underwriters for the Securities. Changes enter into an underwriting or purchase agreement and may be made by the Representatives in those who are to be underwriters and in the respective amounts of Securities to be purchased by them, but the amount of Securities to be purchased by us as set forth in the Written Communication to us will not be changed without our consent except as provided herein enter into an associated terms agreement or in the underwriting similar agreement (collectively, the "Underwriting Agreement") with us acting either as sole representative or as lead representative of one or more other representatives of the Seller covering the Securities. We authorize you on our behalf to execute and deliver underwriters named in the Underwriting Agreement (the "Underwriters"). We, as sole representative of the Underwriters or, we and one or more other representatives of the Underwriters as are named in the Invitation, as the case may be, are herein referred to as the "Representatives". The Underwriting Agreement shall be in the form (with all such form additions, modifications and deletions as the Representatives shall deem appropriate) that shall have been filed with, and be publicly available from, the Securities and Exchange Commission (the "Commission") or such other regulatory authority as we shall specify in the Invitation or that we shall send to you determine (or make available for you review in our office) as soon as practicable. By your Acceptance, you agree and authorize us to take such action as you deem advisable agree to purchase on your behalf, in connection accordance with the performance terms of the Underwriting Agreement, (a) the amount of the Securities set forth opposite your name in the Underwriting Agreement and this Agreement and (which amount may exceed the amount set forth in the Invitation by not more than __% as result of an increase in the aggregate amount of the Securities or a reallotment of the Securities among the Underwriters) plus the amount of any Securities that you may become obligated to purchase, carryingother than the amount of any Over-Allotment Securities, sale and distribution pursuant to Section 5 hereof (collectively, your "Initial Commitment"), plus (b) the amount of any Over-Allotment Securities that you may become obligated to purchase by reason of the exercise of an option provided in the Underwriting Agreement (including any such Securities purchased pursuant to Section 5 hereof), less (c) the amount of any Securities contracted to be sold pursuant to any Delayed Delivery Contracts ("Contract Securities") allocated to you in accordance with the last paragraph of Section 6 hereof. The Securities that, including the election after adding any such increases to exercise and subtracting any option such decrease from your Initial Commitment, you are obligated to purchase additional Securities pursuant to cover over-allotments if so provided. The parties on whose behalf you execute the Underwriting Agreement are hereinafter called the herein referred to collectively as "Underwritersyour Securities". You may waive performance or satisfaction by The percentage that an Underwriter's Initial Commitment bears to the Seller aggregate Initial Commitments of certain of its obligations or conditions included in the Underwriting Agreement, if in your judgment such waiver will not have a material adverse effect upon the interests all of the Underwriters. It Underwriters is understood that, if so specified in the Written Communication for the issue, arrangements may be made for the sale of Securities by the Seller pursuant to delayed delivery contracts. Such Securities are hereinafter referred to as the "Delayed Delivery Securities", and Initial Commitment Percentage" of such contracts as "Delayed Delivery Contracts"Underwriter. References herein 3 Your Acceptance shall also constitute (i) your representation that your commitment to delayed delivery and Delayed Delivery Contracts apply only to offerings purchase your Securities will not result in which delayed delivery is authorized. The term "underwriting obligation"a violation of the financial responsibility requirements of Rule 15c3-1 (or any successor provision) under the Securities Exchange Act of 1934, as used amended (the "Exchange Act"), or any similar requirements of the National Association of Securities Dealers, Inc. ("NASD"), if you are a member, or of any securities exchange to which you belong; (ii) your confirmation that the information that you have given or are deemed to have given in response to the Master Underwriters' Questionnaire, attached as Exhibit A hereto, is correct; and (iii) your consent to the inclusion in any registration statement, prospectus or offering circular (as hereinafter defined) in connection with an Offering, as such may be amended or supplemented, of a reference to you as one of the Underwriters of the Securities and of certain information that you have given or are deemed to have given in response to the Master Underwriters' Questionnaire. You agree to notify us immediately of any development before the termination of this Agreement with respect to any Underwriter, shall refer Offering which makes untrue or incomplete any information that you have given or are deemed to have given in response to the principal amount or number of shares of the Securities which such Underwriter is obligated to purchase pursuant to the provisions of the Underwriting Agreement, without regard to any reduction in such obligation as a result of Delayed Delivery Contracts which are entered into by the Seller. As compensation for your services we will pay a management fee as specified in the Written Communication for the issue (without deduction in respect of Delayed Delivery Securities)Master Underwriters' Questionnaire, and you may charge our account therefor. If there is more than one Representative, consent to the inclusion of the information with respect to such compensation will be divided among the Representatives development in such proportions as they determineregistration statement, prospectus or offering circular. In the event that the Securities include debt obligations maturing serially, your Securities shall include, subject to any adjustments provided for in the Underwriting Agreement or in the Invitation, a principal amount of each series of such debt obligations that equals your Initial Commitment Percentage of the aggregate principal amount of such series.

Underwriting Arrangements. The Representatives shall determine which signatories or other parties deemed to be signatories to this Agreement will be invited to become underwriters for the Securities. Changes may be made by the Representatives in those who are to be underwriters and in the respective amounts of Securities to be purchased by them, but the amount of Securities to be purchased by us as set forth in the Written Communication to us Invitation will not be changed without our consent except as provided herein or in the underwriting or purchase agreement or any associated terms or similar agreement with the Company or any selling securityholders or any amendment or supplement thereto (collectively, the "Underwriting Agreement") with the Seller covering the Securities. We authorize you on our behalf to execute exercise and deliver the Underwriting Agreement or any agreement between or among Underwriters (as defined below), on the one hand, and one or more groups of underwriters for the Securities not acting as such pursuant to this Agreement, on the other hand (an "Intersyndicate Agreement"), in such form terms as you determine and to take such action as you deem advisable in connection with the performance of the Underwriting Agreement, any Intersyndicate Agreement and this Agreement and the purchase, carrying, sale and distribution of the Securities, including the election to exercise any option to purchase additional Securities to cover over-allotments if so provided. The parties on whose behalf you execute the Underwriting Agreement are hereinafter called referred to as the "Underwriters". You ." SoundView may waive performance or satisfaction by the Seller Company, any selling securityholders or any other party to the Underwriting Agreement of certain of its or their obligations or conditions included in the Underwriting Agreement, if if, in your judgment SoundView's sole discretion, such waiver will not have a material adverse effect upon the interests of the Underwriters. It is understood that, if so specified in the Written Communication Invitation for the issue, arrangements may be made for the sale of Securities by the Seller Company or selling securityholders pursuant to delayed delivery contractscontracts (the "Delayed Delivery Contracts"). Such Securities are hereinafter referred to as "Delayed Delivery Securities", and ." Securities for which such contracts are not entered into by the Company or selling securityholders are hereinafter referred to as "Delayed Immediate Delivery Contracts". Securities." References herein to delayed delivery and Delayed Delivery Contracts apply only to offerings in which delayed delivery is authorized. The term "underwriting obligation", Underwriting Obligation," as used in this Agreement with respect to any Underwriter, shall refer to the principal amount or number of shares or units of the Securities (plus such additional Securities as may be required by the Underwriting Agreement to be purchased by such Underwriter in the event of a default by one or more of the Underwriters) which such Underwriter is obligated to purchase pursuant to the provisions of the Underwriting Agreement, without regard to any reduction in such obligation as a result of Delayed Delivery Contracts which are entered into by the Seller. As compensation for your services we will pay a management fee as specified in the Written Communication for the issue (without deduction in respect of Delayed Delivery Securities), and you may charge our account therefor. If there is more than one Representative, such compensation will be divided among the Representatives in such proportions as they determineCompany.

Underwriting Arrangements. The Representatives shall determine which signatories or other parties deemed to be signatories to this Agreement will be invited to become underwriters for the Securities. Changes may be made by the Representatives in those who are to be underwriters and in the respective amounts of Securities to be purchased by them, but the amount of Securities to be purchased by us as set forth in the Written Communication to us Invitation will not be changed without our consent except as provided herein or in the underwriting or purchase agreement or any associated terms or similar agreement with the Company or any selling securityholders or any amendment or supplement thereto (collectively, the "Underwriting Agreement") with the Seller covering the Securities. We authorize you on our behalf to execute exercise and deliver the Underwriting Agreement or any agreement between or among Underwriters (as defined below), on the one hand, and one or more groups of underwriters for the Securities not acting as such pursuant to this Agreement, on the other hand (an "Intersyndicate Agreement"), in such form terms as you determine and to take such action as you deem advisable in connection with the performance of the Underwriting Agreement, any Intersyndicate Agreement and this Agreement and the purchase, carrying, sale and distribution of the Securities, including the election to exercise any option to purchase additional Securities to cover over-allotments if so provided. The parties on whose behalf you execute the Underwriting Agreement are hereinafter called referred to as the "Underwriters". You ." Xxxxxxx Co. may waive performance or satisfaction by the Seller Company, any selling securityholders or any other party to the Underwriting Agreement of certain of its or their obligations or conditions included in the Underwriting Agreement, if if, in your judgment Xxxxxxx Co.'s sole discretion, such waiver will not have a material adverse effect upon the interests of the Underwriters. It is understood that, if so specified in the Written Communication Invitation for the issue, arrangements may be made for the sale of Securities by the Seller Company or selling securityholders pursuant to delayed delivery contractscontracts (the "Delayed Delivery Contracts"). Such Securities are hereinafter referred to as "Delayed Delivery Securities", and ." Securities for which such contracts are not entered into by the Company or selling securityholders are hereinafter referred to as "Delayed Immediate Delivery Contracts". Securities." References herein to delayed delivery and Delayed Delivery Contracts apply only to offerings in which delayed delivery is authorized. The term "underwriting obligation", Underwriting Obligation," as used in this Agreement with respect to any Underwriter, shall refer to the principal amount or number of shares or units of the Securities (plus such additional Securities as may be required by the Underwriting Agreement to be purchased by such Underwriter in the event of a default by one or more of the Underwriters) which such Underwriter is obligated to purchase pursuant to the provisions of the Underwriting Agreement, without regard to any reduction in such obligation as a result of Delayed Delivery Contracts which are entered into by the SellerCompany. If the Securities consist in whole or in part of debt obligations maturing serially, the serial Securities being purchased by each Underwriter pursuant to the Underwriting Agreement will consist, subject to adjustment as provided in the Underwriting Agreement, of serial Securities of each maturity in a principal amount that bears the same proportion to the aggregate principal amount of the serial Securities of such maturity to be purchased by all the Underwriters as the respective principal amount of serial Securities set forth opposite such Underwriter's name in the Underwriting Agreement bears to the aggregate principal amount of the serial Securities to be purchased by all Underwriters. As compensation for your services we will pay a management fee as specified in the Written Communication Invitation for the issue offering (without deduction in with respect of to Delayed Delivery Securities), and you may charge our account therefor. If there is more than one Representative, such compensation will be divided among the Representatives in such proportions as they determine.

Underwriting Arrangements. The Representatives shall determine which signatories to this Agreement will be invited to become underwriters for the Securities. Changes may be made by the Representatives in those who are to be underwriters and in the respective amounts of Securities to be purchased by them, but the amount of Securities to be purchased by us as set forth in the Written Communication to us will not be changed without our consent except as provided herein or in the underwriting agreement (the "Underwriting Agreement") with the Seller covering the Securities. We authorize you on our behalf to execute and deliver the Underwriting Agreement in such form as you determine and to take such action as you deem advisable in connection with the performance of the Underwriting Agreement and this Agreement and the purchase, carrying, sale and distribution of the Securities, including the election to exercise any option to purchase additional Securities to cover over-over- allotments if so provided. The parties on whose behalf you execute the Underwriting Agreement are hereinafter called the "Underwriters". You may waive performance or satisfaction by the Seller of certain of its obligations or conditions included in the Underwriting Agreement, if in your judgment such waiver will not have a material adverse effect upon the interests of the Underwriters. It is understood that, if so specified in the Written Communication for the issue, arrangements may be made for the sale of Securities by the Seller pursuant to delayed delivery contracts. Such Securities are hereinafter referred to as "Delayed Delivery Securities", and such contracts as "Delayed Delivery Contracts". References herein to delayed delivery and Delayed Delivery Contracts apply only to offerings in which delayed delivery is authorized. The term "underwriting obligation", as used in this Agreement with respect to any Underwriter, shall refer to the principal amount or number of shares of the Securities which such Underwriter is obligated to purchase pursuant to the provisions of the Underwriting Agreement, without regard to any reduction in such obligation as a result of Delayed Delivery Contracts which are entered into by the Seller. As compensation for your services we will pay a management fee as specified in the Written Communication for the issue (without deduction in respect of Delayed Delivery Securities), and you may charge our account therefor. If there is more than one Representative, such compensation will be divided among the Representatives in such proportions as they determine.

Underwriting Arrangements. The Representatives In connection with each Offering, the issuer, any other seller (a “Selling Securityholder”) and any guarantor of the Securities shall determine enter into an underwriting agreement (the “Underwriting Agreement”) (with such additions, modifications and deletions as we, acting as sole representative or as lead representative of one or more other representatives of the Underwriters, in our sole discretion shall deem appropriate) which signatories we shall as soon as practicable send to this Agreement will be invited to become you (or make available for your review in our office) or which shall have been filed with, and shall publicly available from, the Securities and Exchange Commission (the “Commission”), with us acting either as sole representative or as lead representative of one or more other representatives of the underwriters for the Securities. Changes may be made by the Representatives in those who are to be underwriters and named in the respective amounts Underwriting Agreement (the “Underwriters”). We, in either such capacity, and one or more other representatives of Securities the Underwriters as are named in the Invitation or the Final Communication, as the case may be, are herein referred to be purchased by themas the “Representatives.” By your Final Acceptance, but you agree and authorize us to agree on your behalf to purchase, in accordance with the terms of the Underwriting Agreement or any Inter-Syndicate Agreements, as the case may be, (a) the amount of the Securities to be purchased by us as (the “Firm Securities”) set forth opposite your name in the Underwriting Agreement (which amount may exceed the amount set forth in the Written Invitation or Final Communication to us will by not be changed without our consent except more than 20% as provided herein or a result of an increase in the underwriting agreement aggregate amount of the Securities or a reallotment of the Securities among the Underwriters), exclusive of any Additional Securities (the "Underwriting Agreement"maximum amount of which, after a corresponding increase, will also be set forth opposite your name therein), plus such amount of Securities, if any, which you may become obligated to purchase pursuant to Section 15 hereof ( collectively, the “Initial Commitment”), plus (b) with the Seller covering the such amount of Additional Securities. We authorize , if any, which you on our behalf may become obligated to execute and deliver the Underwriting Agreement in such form as you determine and to take such action as you deem advisable in connection with the performance purchase by reason of the Underwriting Agreement and this Agreement and the purchase, carrying, sale and distribution exercise of the Securities, including the election to exercise any option to purchase additional Securities to cover over-allotments if so provided. The parties on whose behalf you execute the Underwriting Agreement are hereinafter called the "Underwriters". You may waive performance or satisfaction by the Seller of certain of its obligations or conditions included provided in the Underwriting Agreement, if in your judgment such waiver will not have a material adverse effect upon plus (c) the interests amount of the Underwriters. It is understood thatOther Securities, if so specified any, which you may, subject to the limitation provided in the Written Communication Section 4 hereof, become obligated to purchase by reason of purchases for the issueyour account made pursuant to such Inter-Syndicate Agreements, arrangements may be made for the sale less (d) such amount, if any, of Securities by the Seller as are contracted to be sold pursuant to delayed delivery contracts. Such Securities are hereinafter referred to as "Delayed Delivery Securities", and such contracts as "Delayed Delivery Contracts". References herein to delayed delivery and any Delayed Delivery Contracts apply only (“ Contract Securities”) allocated to offerings you in which delayed delivery is authorizedaccordance with the last paragraph of Section 5 hereof. The term "underwriting obligation"Securities which, as used in this Agreement with respect to after any Underwritersuch increase or reduction of your Initial Commitment, shall refer to the principal amount or number of shares of the Securities which such Underwriter is you are obligated to purchase pursuant to the provisions Underwriting Agreement and such Inter-Syndicate Agreements are referred to herein as “your Securities.” In the event that the Securities consist in whole or in part of debt obligations maturing serially, the serial Securities being purchased by each Underwriter pursuant to the Underwriting Agreement will consist, subject to adjustment as provided in the Underwriting Agreement, without regard of serial Securities of each maturity in a principal amount which bears the same proportion to any reduction in the aggregate principal amount of serial Securities of such obligation maturity to be purchased by all the Underwriters as a result the respective principal amount of Delayed Delivery Contracts which are entered into by the Seller. As compensation for your services we will pay a management fee as specified serial Securities set forth opposite such Underwriter’s name in the Written Communication for Underwriting Agreement bears to the issue (without deduction in respect aggregate principal amount of Delayed Delivery Securities), and you may charge our account therefor. If there is more than one Representative, such compensation will the serial Securities to be divided among purchased by all the Representatives in such proportions as they determineUnderwriters.