Total Underwriting Discount definition

Total Underwriting Discount means the amount obtained by subtracting (i) the Total Proceeds from (ii) the Total Public Sale Price. The Company and the Underwriters agree that it would not be just and equitable if contributions pursuant to this Section 7(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 7(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to in this Section 7 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 7, (i) an Underwriter shall not be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public exceeds the amount of damages which such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omission and (ii) no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations pursuant to this subsection (d) to contribute are several in proportion to their respective purchase obligations and not joint. For purposes of this Section 7(d), each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution as such Underwriter, and each director of the Company, the officers of the Company, and each person, if any, who controls the Company within the meaning of the Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as the Company. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this Section 7(d), notify in writing such party or parties from whom contribution may be sought, but the omission to so notify such party or parties from whom contribution may be sought shall not re...
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Total Underwriting Discount means the amount obtained by subtracting (i) the Total Proceeds from (ii) the Total Public Sale Price.
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Examples of Total Underwriting Discount in a sentence

  • The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as Total Proceeds (as defined below) received by the Company from the sale of the Shares to the Underwriters, and the Total Underwriting Discount (as defined below) received by the Underwriters, bear to the Total Public Sale Price (as defined below) of the Shares.

  • The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as Total Proceeds (as defined below) received by the Company from the sale of the Shares to the Underwriters, and the Total Underwriting Discount (as defined below) received by the Underwriters, bear to the Total Public Sale Price (as defined below) of the Shares, in each case as set forth on the cover page of the Prospectus.