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 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 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.