Underwriting Commitment Sample Clauses

Underwriting Commitment. If RTIHL elects to do so by notice to TRQ at least 10 days in advance of the filing of any preliminary prospectus for the Rights Offering, RTIHL may provide a standby underwriting commitment in respect of the Total Proceeds of the Rights Offering (the “Underwriting Commitment”). In consideration for the Underwriting Commitment, TRQ agrees to pay to RTIHL on closing of the Rights Offering a fee equal to 3% of the Total Proceeds. Other than the Underwriting Commitment, there shall be no additional standby underwriting commitment provided by any other person in respect of the Rights Offering. All or part of the Underwriting Commitment may be assigned by RTIHL to one or more members of the Rio Tinto Group. For greater certainty, in the event RTIHL is not providing an Underwriting Commitment with respect to the Rights Offering, then TRQ shall have the right to make all determinations regarding the identity of any standby commitment provider and the terms and conditions of such other standby underwriting commitment.

Underwriting Commitment. We hereby commit on the terms and conditions of this Agreement to purchase and pay for the number of Units set forth opposite our name in Schedule B ("Unit Commitment"). Except for the right to decrease our Unit Commitment granted to you above, and except as provided in Section 11, our Unit Commitment may be increased or decreased only by mutual written agreement between us and you at any time prior to the date the Underlying Debt Obligations are deposited in the Trust. Our percentage interest ("Underwriting Percentage") and the percentage interest of each Underwriter in the total Units to be offered shall be expressed by the following ratio: Unit Commitment = Underwriting Percentage --------------- Total Units The final determination of the respective Underwriting Percentages of all Underwriters shall be made by you as of the date the Underlying Debt Obligations are deposited in the Trust. You are authorized to increase or decrease the number of Units (and, correspondingly, the amount of Underlying Debt Obligations) to be offered if you shall deem it advisable and practicable to do so. In the event you shall elect to decrease the number of Units hereunder, you shall have the right to decrease our Unit Commitment proportionately by notifying us of such election by telephone and promptly confirm by telegraph or writing. You are authorized to amend Schedule A to add additional Underwriters as you deem advisable in which case such Underwriters shall be deemed to have been parties to this Agreement as of the date of its confirmation by you. Any deletion of Underwriters from Schedule A by you to reflect their withdrawal from this underwriting participation shall be subject to reservation of all our rights with respect to them conferred in us by this Agreement.

Underwriting Commitment. Upon and subject to the terms and conditions of this Agreement and in reliance upon the Warranties, if and to the extent that by 12:00 noon on the Acceptance Date there shall remain any Hong Kong Offer Shares which have not been applied for pursuant to Accepted Hong Kong Public Offering Applications (a “Hong Kong Public Offering Under-Subscription”), the Hong Kong Underwriter (except if the Hong Kong Public Offering Underwriting Commitment has been reduced by the Hong Kong Underwriter’s Applications to zero pursuant to the provisions of Clause 4.7) shall, subject as provided in Clauses 4.10 and 4.12, procure applications to purchase, or failing which itself as principal apply to purchase at the Offer Price, the number of Hong Kong Offer Shares remaining available as a result of the Hong Kong Public Offering Under-Subscription (the “Unsold Hong Kong Offer Shares”) in accordance with the terms and conditions set forth in the Hong Kong Public Offering Documents (other than as to the deadline for making the application.

Underwriting Commitment. The Administrative Agent shall have received a commitment by the relevant insurance company to underwrite the IP Notes Financing.

Underwriting Commitment. 4.1 Subject to the provisions of this Agreement, the Domestic Lead Underwriters and Bookrunners agree to jointly but not solidarily underwrite, on a firm basis, the Offer for subscription of the Underwritten Shares only up to the amount of their respective Underwriting Commitments specified in Schedule 1 of this Agreement. 4.2 The obligations and liabilities of each of the Domestic Lead Underwriters and Bookrunners to the Issuer for the offer, distribution and sale of the Offer Shares is strictly limited to their Underwriting Commitment,and nothing in this Agreement shall be deemed to create a partnership or joint venture among any of the Domestic Lead Underwriters and Bookrunners. A Domestic Lead Underwriter and Bookrunner shall not have any liability for any breach, action or omission of the other Domestic Lead Underwriter and Bookrunner or for its failure to honor its respective Underwriting Commitment. The failure by any Domestic Lead Underwriter and Bookrunner to carry out its obligations hereunder shall not relieve the other Domestic Lead Underwriter and Bookrunner of its obligations hereunder, nor shall any Domestic Lead Underwriter and Bookrunner be responsible for the obligations of the other Domestic Lead Underwriter and Bookrunner hereunder. Relying on the representations and warranties and covenants contained in Section 7 and subject to satisfaction of the conditions set out in Section 5, the Domestic Lead Underwriters and Bookrunners hereby agree to subscribe or procure subscribers for the Underwritten Shares. Each Domestic Lead Underwriter and Bookrunner shall be entitled, at its option, to take independent measures with respect to its obligations and rights under this Agreement, and it shall not be necessary for the other Domestic Lead Underwriter and Bookrunner to be joined as an additional party in any judicial or other proceeding for such purpose. 4.3 Unless there are grounds for the rejection of an Application pursuant to Section 2.4, DD undertakes that all Applications to Purchase duly completed in accordance with Annex C from Eligible Investors and accompanied by complete requirements shall be accepted before calling upon the Domestic Lead Underwriters and Bookrunners to perform their obligations under this Agreement. 4.4 In the event that, after taking into account the Offer Shares taken up by or through the Selling Agents and the investors in general, all duly completed Applications to Purchase and payments received by the end of the...

Underwriting Commitment. The A Shares to be offered in the proposed Listing will be issued at par with a nominal value of RMB1.00 each. The number of A Shares to be issued in the public offering of the proposed Listing is determined by XXXX and the joint lead underwriters, subject to the actual capital demand and market conditions, and as final approved in the registration of the CSRC. Upon satisfaction of the conditions precedent of the Underwriting Agreement, the joint lead underwriters, shall underwrite the A Shares to be offered at the proposed Listing by way of standby commitment underwriting in accordance with the terms of the Underwriting Agreement.

Underwriting Commitment. 5.1 Subject to fulfilment (or waiver) of the Conditions and the Underwriter not having terminated this Agreement under Clause 8, if and to the extent that after 4:00 p.m. on the Final Acceptance Date, there remains any of the Underwritten Shares in respect of which Complying Applications have not by then been received (Underwritten Shares not taken up) (all of which Complying Applications the Company undertakes to the Underwriter to accept before calling upon the Underwriter to perform its obligations under this Clause 5, provided that they have been made in accordance with the Rights Issue Documents), the Underwriter shall subscribe or procure subscriptions for such number of the Underwritten Shares not taken up on the terms of the Rights Issue Documents save as regards the method of acceptance and time for acceptance and payment, and shall pay (or cause to be paid) to the Company in full the amount due on acceptance in respect of such Shares, subject to and in accordance with Clause 5.2.

Underwriting Commitment. 2.1 By completing and signing this Agreement, the Underwriter irrevocably undertakes, on the terms and conditions set out in this Agreement, to subscribe, at the Subscription Price, for Shares which are not subscribed for in the Offering, limited to a maximum aggregate subscription amount of US$ [ ] (the “Underwriting Amount”). 2.2 In the event that the Offering is not fully subscribed, the remaining part of the Offering will be allocated pro rata to the Underwriter and other underwriters in the Underwriting Group proportionate to the underwriting amounts under their respective underwriting commitments. Shares which are subscribed for in the Offering by the Underwriter shall be deducted when calculating the underwriting amount for that Underwriter. 2.3 The Underwriter shall not be liable for the failure of any subscriber in the Offering to pay for Shares validly subscribed for by such subscriber. 2.4 The Underwriter, together with the other underwriters in the Underwriting Group and their respective directors, shareholders (registered or beneficial) or associates will not subscribe for more than 49.99% of the aggregate issued shares in the capital of the Company, including any unsubscribed for Shares in the Offering. In other words, they will not (and will procure that none of their directors, shareholders (registered or beneficial) or associates will) deal in any Shares if the effect of such dealing would in any way impinge upon their ability to subscribe for all the unsubscribed Shares without them or their respective directors, shareholders (registered or beneficial) or associates exceeding a holding of 49.99% of the aggregate issued shares in the capital of the Company.

Underwriting Commitment. The A Shares to be offered in the Listing will be issued at par with a nominal value of RMB1.00 each. The number of A Shares to be issued in the proposed Listing is subject to (i) the determination of Zhejiang Oceanking and the lead underwriters, (ii) the market conditions and (iii) the approval of the CSRC. The insufficient portion of the subscription amount of the proposed Listing will be underwritten by the lead underwriter(s). Upon satisfaction of the conditions precedent of the Underwriting Agreement, Zheshang Securities, together with other lead underwriters, shall underwrite the A Shares to be offered at the proposed Listing by way of standby commitment underwriting in accordance with the terms of the Underwriting Agreement.

Underwriting Commitment. We propose to form a syndicate of investment banking firms (the "Underwriters") to purchase the Firm Units on a firm commitment basis for resale to the public on terms and subject to conditions set forth in an Underwriting Agreement to be prepared by our legal counsel in our customary form for such agreements. We propose to act as managing underwriter of the Offering.