Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Shares and Common Warrants set forth opposite their names in Schedule I hereto bears to the aggregate amount of Shares and Common Warrants set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Shares and Common Warrants set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 10 contracts
Samples: SELLAS Life Sciences Group, Inc., SELLAS Life Sciences Group, Inc., Vislink Technologies, Inc.
Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Underwriting Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Shares and Common Warrants Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Shares and Common Warrants Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Shares and Common Warrants Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting non-defaulting Underwriters do not purchase all the Securities, this Underwriting Agreement will terminate without liability to any nondefaulting non-defaulting Underwriter or the CompanyIssuer. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Underwriting Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Issuer and any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.
Appears in 9 contracts
Samples: Share Purchase Agreement (Arsanis, Inc.), PhaseBio Pharmaceuticals Inc, Arsanis, Inc.
Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Shares and Common Warrants Securities set forth opposite their names in Schedule I II hereto bears to the aggregate amount of Shares and Common Warrants Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; providedPROVIDED, howeverHOWEVER, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Shares and Common Warrants Securities set forth in Schedule I II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 98, the Closing Date shall be postponed for such period, not exceeding five Business Daysseven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 9 contracts
Samples: Underwriting Agreement (Goodyear Tire & Rubber Co /Oh/), Underwriting Agreement (Mercury Finance Co), Underwriting Agreement (Goodyear Tire & Rubber Co /Oh/)
Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the aggregate principal amount of Shares and Common Warrants Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of Shares and Common Warrants Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Shares and Common Warrants Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 6 contracts
Samples: Underwriting Agreement (Dollar General Corp), Underwriting Agreement (Dollar General Corp), Underwriting Agreement (Dollar General Corp)
Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Notes agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementhereunder, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Shares and Common Warrants Notes set forth opposite their names in Schedule I hereto bears bear to the aggregate principal amount of Shares and Common Warrants the Notes set forth opposite the names of all the remaining Underwriters) the Securities Notes which the defaulting Underwriter or Underwriters agreed but failed to purchasepurchase on such date; provided, however, that in the event that the aggregate principal amount of Securities the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date shall exceed 10% of the aggregate principal amount of Shares and Common Warrants set forth in Schedule I heretothe Notes to be purchased, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of such Notes; provided further, that if the Securities, and if such nondefaulting remaining Underwriters do not exercise their right to purchase all such Notes and arrangements for the Securitiespurchase of such Notes satisfactory to the Company and the Representative are not made within 36 hours after such default, then this Agreement will terminate without liability to any nondefaulting non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 98, the Closing Date shall be postponed for such period, not exceeding five Business Daysseven days, as the Representatives Representative shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.
Appears in 6 contracts
Samples: Underwriting Agreement (Wells Fargo & Company/Mn), Underwriting Agreement (Wells Fargo & Company/Mn), Underwriting Agreement (Wells Fargo & Company/Mn)
Default by an Underwriter. If any one or more Underwriters Underwriter shall fail to purchase and pay for any of the Securities Notes agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Shares and Common Warrants the Notes set forth opposite their names in Schedule I A hereto bears to the aggregate principal amount of Shares and Common Warrants the Notes set forth opposite the names of all the remaining Underwriters) the Securities Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Shares and Common Warrants Notes set forth in Schedule I A hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesNotes, and if such nondefaulting non-defaulting Underwriters do not purchase all of the SecuritiesNotes, this Agreement will terminate without liability to any nondefaulting non-defaulting Underwriter or the CompanyCompany except that the provisions of Sections 5(l) and 7 shall at all times be effective and shall survive such termination. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Daysbusiness days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and or any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.
Appears in 5 contracts
Samples: Underwriting Agreement (Horton D R Inc /De/), Underwriting Agreement (Horton D R Inc /De/), Underwriting Agreement (Horton D R Inc /De/)
Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Notes agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementhereunder, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Shares and Common Warrants Notes set forth opposite their names in Schedule I hereto bears bear to the aggregate principal amount of Shares and Common Warrants the Notes set forth opposite the names of all the remaining Underwriters) the Securities Notes which the defaulting Underwriter or Underwriters agreed but failed to purchasepurchase on such date; provided, however, that in the event that the aggregate principal amount of Securities the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date shall exceed 10% of the aggregate principal amount of Shares and Common Warrants set forth in Schedule I heretothe Notes to be purchased, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of such Notes; provided further, that if the Securities, and if such nondefaulting remaining Underwriters do not exercise their right to purchase all such Notes and arrangements for the Securitiespurchase of such Notes satisfactory to the Company and the Representatives are not made within 36 hours after such default, then this Agreement will terminate without liability to any nondefaulting non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 910, the Closing Date shall be postponed for such period, not exceeding five Business Daysseven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.
Appears in 4 contracts
Samples: Underwriting Agreement (Wells Fargo & Company/Mn), Wells Fargo & Company/Mn, Wells Fargo & Company/Mn
Default by an Underwriter. If any one or more Underwriters shall -------------------------- fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Shares and Common Warrants Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of Shares and Common Warrants Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event -------- ------- that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Shares and Common Warrants Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 4 contracts
Default by an Underwriter. If any one or more Underwriters -------------------------- shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Shares and Common Warrants Securities set forth opposite their names in Schedule I II hereto bears to the aggregate amount of Shares and Common Warrants Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the -------- ------- event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Shares and Common Warrants Securities set forth in Schedule I II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 98, the Closing Date shall be postponed for such period, not exceeding five Business Daysseven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 4 contracts
Samples: Fleet Financial Group Inc, Fleet Financial Group Inc, Fleet Financial Group Inc
Default by an Underwriter. If any one or more Underwriters shall -------------------------- fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Shares and Common Warrants Securities set forth opposite their names in Schedule I II hereto bears to the aggregate principal amount of Shares and Common Warrants Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event -------- ------- that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Shares and Common Warrants Securities set forth in Schedule I II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 4 contracts
Samples: National Commerce Bancorporation, Vintage Petroleum Capital I, Sprint Capital Corp
Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Shares and Common Warrants Securities set forth opposite their names in Schedule I hereto II to the Underwriting Agreement bears to the aggregate principal amount of Shares and Common Warrants Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Shares and Common Warrants Securities set forth in Schedule I heretoII to the Underwriting Agreement, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives Representative shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 4 contracts
Samples: Underwriting Agreement (Patriot Coal CORP), Patriot Coal CORP, Patriot Coal CORP
Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Shares and Common Warrants Securities set forth opposite their names in Schedule I II hereto bears to the aggregate amount of Shares and Common Warrants Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; providedPROVIDED, howeverHOWEVER, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Shares and Common Warrants Securities set forth in Schedule I II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 3 contracts
Samples: Underwriting Agreement (Retalix LTD), Newell Rubbermaid Inc, Constellation Brands Inc
Default by an Underwriter. If any one or more Underwriters Underwriter shall fail to purchase and pay for any of the Securities Notes agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Shares and Common Warrants the Notes set forth opposite their names in Schedule I A hereto bears to the aggregate principal amount of Shares and Common Warrants the Notes set forth opposite the names of all the remaining Underwriters) the Securities Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Shares and Common Warrants Notes set forth in Schedule I A hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesNotes, and if such nondefaulting non-defaulting Underwriters do not purchase all of the SecuritiesNotes, this Agreement will terminate without liability to any nondefaulting non-defaulting Underwriter or the CompanyCompany except that the provisions of Sections 5(l) and 7 shall at all times be effective and shall survive such termination. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Daysbusiness days, as the Representatives Representative shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and or any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.
Appears in 3 contracts
Samples: Underwriting Agreement (Horton D R Inc /De/), Underwriting Agreement (Horton D R Inc /De/), Underwriting Agreement (Horton D R Inc /De/)
Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Shares and Common Warrants Securities set forth opposite their names in Schedule I SCHEDULE II hereto bears to the aggregate amount of Shares and Common Warrants Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Shares and Common Warrants Securities set forth in Schedule I SCHEDULE II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 97, the Closing Date shall be postponed for such period, not exceeding five Business Daysseven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 3 contracts
Samples: Underwriting Agreement (Hewlett Packard Co), Underwriting Agreement (Hewlett Packard Co), Underwriting Agreement (Hewlett Packard Co)
Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Offered Shares agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Offered Shares and Common Warrants set forth opposite their names in Schedule I hereto bears to the aggregate amount of Offered Shares and Common Warrants set forth opposite the names of all the remaining Underwriters) the Securities Offered Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities Offered Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Offered Shares and Common Warrants set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesOffered Shares, and if such nondefaulting Underwriters do not purchase all the SecuritiesOffered Shares, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 3 contracts
Samples: Underwriting Agreement (Innkeepers Usa Trust/Fl), Underwriting Agreement (Lexington Corporate Properties Trust), Underwriting Agreement (Lexington Corporate Properties Trust)
Default by an Underwriter. If any one or more Underwriters shall -------------------------- fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Shares and Common Warrants Securities set forth opposite their names in Schedule I II hereto bears to the aggregate amount of Shares and Common Warrants Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate -------- ------- amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Shares and Common Warrants Securities set forth in Schedule I II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 3 contracts
Samples: Stillwater Mining Co /De/, Apex Silver Mines LTD, Vintage Petroleum Capital I
Default by an Underwriter. If If, on the Closing Date, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Shares and Common Warrants Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of Shares and Common Warrants Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Shares and Common Warrants Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.
Appears in 3 contracts
Samples: PG&E Corp, PG&E Corp, PACIFIC GAS & ELECTRIC Co
Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Depositary Shares agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which that the amount number of Depositary Shares and Common Warrants set forth opposite their names in Schedule I II hereto bears to the aggregate amount number of Depositary Shares and Common Warrants set forth opposite the names of all the remaining Underwriters) the Securities which Depositary Shares that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount number of Securities which Depositary Shares that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount number of Depositary Shares and Common Warrants set forth in Schedule I II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesDepositary Shares, and if arrangements satisfactory to you and the Company for the purchase of such nondefaulting Underwriters do Depositary Shares by other persons are not purchase all the Securitiesmade within 36 hours after such failure, this Agreement will terminate without liability to any nondefaulting non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.
Appears in 3 contracts
Samples: Underwriting Agreement (American Express Co), American Express Co, American Express Co
Default by an Underwriter. If any one or more Underwriters Underwriter shall fail to purchase and pay for any of the Securities Notes agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Shares and Common Warrants Notes set forth opposite their names in Schedule I A hereto bears to the aggregate principal amount of Shares and Common Warrants Notes set forth opposite the names of all the remaining Underwriters) the Securities Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Shares and Common Warrants Notes set forth in Schedule I A hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesNotes, and if such nondefaulting non-defaulting Underwriters do not purchase all of the SecuritiesNotes, this Agreement will terminate without liability to any nondefaulting non-defaulting Underwriter or the CompanyCompany except that the provisions of Sections 5(l) and 7 shall at all times be effective and shall survive such termination. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Daysbusiness days, as the Representatives Representative shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and or any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.
Appears in 2 contracts
Samples: Underwriting Agreement (Horton D R Inc /De/), Underwriting Agreement (Horton D R Inc /De/)
Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Shares and Common Warrants Securities set forth opposite their names in Schedule I II hereto bears to the aggregate amount of Shares and Common Warrants Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; providedPROVIDED, howeverHOWEVER, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Shares and Common Warrants Securities set forth in Schedule I II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all of the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Daysseven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 2 contracts
Samples: Newell Rubbermaid Inc, Newell Rubbermaid Inc
Default by an Underwriter. If (a) If, on the Closing Date, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default defaults in the performance of its or their obligations under this Agreement and the aggregate principal amount of Offered Notes that such defaulting Underwriter [or Underwriters] agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Notes that the Underwriter[s] [is/are] obligated to purchase on the Closing Date, the non-defaulting Underwriters may make arrangements for the purchase of the Offered Notes which such defaulting Underwriter agreed but failed to purchase by other persons satisfactory to the Company and the non-defaulting Underwriter[s]. If any Underwriter [or Underwriters] so default and the aggregate principal amount of Offered Notes with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Notes that the Underwriter[s] [is/are] obligated to purchase on such Closing Date and arrangements satisfactory to the non-defaulting Underwriter[s] and the Company for the purchase of such Offered Notes by other persons are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of the non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Section 4(h) and except that the provisions of Sections 6 and 8 shall not terminate and shall remain in effect. As used in this Agreement, the remaining Underwriters shall be obligated severally to take up and pay term "Underwriter[s]" includes, for (in all purposes of this Agreement unless the respective proportions which the amount of Shares and Common Warrants set forth opposite their names context otherwise requires, any party not listed in Schedule I 1 hereto bears that, pursuant to the aggregate amount of Shares and Common Warrants set forth opposite the names of all the remaining Underwriters) the Securities this Section 7 purchases Notes which the a defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Shares and Common Warrants set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 2 contracts
Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Senior Notes agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Shares and Common Warrants Senior Notes set forth opposite their names in Schedule I II hereto bears to the aggregate principal amount of Shares and Common Warrants Senior Notes set forth opposite the names of all the remaining Underwriters) the Securities Senior Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; providedPROVIDED, howeverHOWEVER, that in the event that the aggregate principal amount of Securities Senior Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Shares and Common Warrants Senior Notes set forth in Schedule I II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesSenior Notes, and if such nondefaulting Underwriters do not purchase all the SecuritiesSenior Notes, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 2 contracts
Samples: Wisconsin Public Service Corp, Wisconsin Public Service Corp
Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Shares and Common Warrants Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of Shares and Common Warrants Securities set forth opposite the names of all the remaining non-defaulting Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Shares and Common Warrants Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 2 contracts
Samples: Lennar Corp /New/, Lennar Corp /New/
Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Shares and Common Warrants Securities set forth opposite their names in Schedule I II hereto bears to the aggregate principal amount of Shares and Common Warrants Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; providedPROVIDED, howeverHOWEVER, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Shares and Common Warrants Securities set forth in Schedule I II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 2 contracts
Samples: Forest Oil Corp, Neiman Marcus Group Inc
Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Shares and Common Warrants Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of Shares and Common Warrants Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; providedPROVIDED, howeverHOWEVER, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Shares and Common Warrants Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Daysseven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 2 contracts
Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Offered Shares agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally and not jointly to take up and pay for (in the respective proportions which the amount percentage of Offered Shares and Common Warrants set forth opposite their names in Schedule I A hereto bears to the aggregate amount percentage of Offered Shares and Common Warrants set forth opposite the names of all the remaining Underwriters) the Securities Offered Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities Offered Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 1012.5% of the aggregate amount of Offered Shares and Common Warrants set forth in Schedule I A hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesOffered Shares, and if such nondefaulting Underwriters do not purchase all the SecuritiesOffered Shares, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 910, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and Statement, the Canadian Prospectus or the U.S. Prospectus, or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Company, the Selling Shareholders and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 2 contracts
Samples: Common Share Underwriting Agreement (Methanex Corp), Common Share Underwriting Agreement (Nova Chemicals Corp /New)
Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementhereunder, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Shares and Common Warrants Securities set forth opposite their names in Schedule I II hereto bears bear to the aggregate amount of Shares and Common Warrants Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Shares and Common Warrants Securities set forth in Schedule I II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of such Securities; provided further, that if the Securities, and if such nondefaulting remaining Underwriters do not exercise their right to purchase all such Securities and arrangements for the Securitiespurchase of such Securities satisfactory to the Company and the Representatives are not made within 36 hours after such default, then this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 98, the Closing Date shall be postponed for such period, not exceeding five Business Daysseven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 2 contracts
Samples: Wells Fargo & Co/Mn, Wells Fargo Capital Iv
Default by an Underwriter. If any one or more International Underwriters shall fail to purchase and pay for any of the Securities ADSs agreed to be purchased by such International Underwriter or International Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining International Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Shares and Common Warrants ADSs set forth opposite their names in Schedule I hereto bears to the aggregate amount of Shares and Common Warrants ADSs set forth opposite the names of all the remaining International Underwriters) the Securities ADSs which the defaulting International Underwriter or International Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities ADSs which the defaulting International Underwriter or International Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Shares and Common Warrants ADSs set forth in Schedule I hereto, the remaining International Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesADSs, and if such nondefaulting International Underwriters do not purchase all the SecuritiesADSs, this Agreement will terminate without liability to any nondefaulting International Underwriter or the Company. In the event of a default by any International Underwriter as set forth in this Section 910, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting International Underwriter of its liability, if any, to the Company and any nondefaulting International Underwriter for damages occasioned by its default hereunder.
Appears in 2 contracts
Samples: Oi S.A., ri.oi.com.br
Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Notes agreed to be purchased by such Underwriter or Underwriters hereunder on the Closing Date and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Shares and Common Warrants Notes set forth opposite their names in Schedule I with respect to the Closing Date hereto bears to the aggregate amount of Shares and Common Warrants Notes set forth opposite the names of all the remaining Underwriters) the Securities Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Shares and Common Warrants Notes set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesNotes, and if such nondefaulting Underwriters do not purchase all the SecuritiesNotes, this Agreement the obligations will terminate without liability to of any nondefaulting Underwriter Underwriter, the Issuer, or the Companyany Conseco Entity. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Daysseven days, as the Representatives Underwriters shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to Conseco Finance, CFC, Funding Corp., the Company Bank and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 1 contract
Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Warrants Units agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which that the amount of Shares and Common Warrants Units set forth opposite their names in Schedule I hereto bears II bear to the aggregate amount of Shares and Common Warrants Units set forth opposite the names of all the remaining Underwriters) the Securities which Warrants Units that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which Warrants Units that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Shares and Common Warrants Units set forth in Schedule I heretoII, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesWarrants Units, and if such nondefaulting Underwriters do not purchase all the SecuritiesWarrants Units, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Daysseven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 1 contract
Samples: Underwriting Agreement (Old Kent Financial Corp /Mi/)
Default by an Underwriter. If any one or more Underwriters Underwriter shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters Underwriter shall be obligated severally to take up and pay for (in the respective proportions which the amount of Shares and Common Warrants set forth opposite their names in Schedule I hereto bears to the aggregate amount of Shares and Common Warrants set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Shares and Common Warrants Securities set forth in Schedule I II hereto, the remaining Underwriters Underwriter shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do Underwriter does not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or party except that the Companyprovisions of Sections 1, 2, 9, 10, 14, 19, 20 and 21 shall remain in effect. In the event of a default by any Underwriter as set forth in this Section 911, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives nondefaulting Underwriter shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Company, the Selling Shareholders and any the nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 1 contract
Samples: Underwriting Agreement (Armstrong World Industries Inc)
Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay within 24 hours for (in the respective proportions which the amount of Shares and Common Warrants Securities set forth opposite their names in Schedule I II hereto bears to the aggregate amount of Shares and Common Warrants Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; providedPROVIDED, howeverHOWEVER, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Shares and Common Warrants Securities set forth in Schedule I II hereto, the remaining Underwriters shall have the right to purchase within 24 hours all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 98, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 1 contract
Samples: Heftel Capital Trust Ii
Default by an Underwriter. If any one or more Underwriters shall fail at a Time of Delivery to purchase and pay for any of the Securities Shares agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Shares and Common Warrants set forth opposite their names in Schedule I II hereto bears to the aggregate amount of Shares and Common Warrants set forth opposite the names of all the remaining Underwriters) the Securities Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; providedPROVIDED, howeverHOWEVER, that in the event that the aggregate amount of Securities Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Shares and Common Warrants set forth in Schedule I II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesShares, and if such nondefaulting Underwriters do not purchase all the SecuritiesShares, this Agreement will terminate without liability to any nondefaulting Underwriter Underwriter, the Company or the Companyany Selling Stockholder. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date Time of Delivery shall be postponed for such period, not exceeding five Business Daysseven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Company, any Selling Stockholder and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 1 contract
Samples: Carnival Corp
Default by an Underwriter. If any one or more Underwriter or Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Shares and Common Warrants Securities set forth opposite their names in Schedule I II hereto bears to the aggregate principal amount of Shares and Common Warrants Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Shares and Common Warrants Securities set forth in Schedule I II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Underwriting Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder. The term Underwriter for purposes of this Agreement includes any such person substituted for the defaulting Underwriter. Notwithstanding any termination pursuant to this Section 9, the provisions of Sections 4(j), 6, 7 and 11 hereof shall remain in effect.
Appears in 1 contract
Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Shares and Common Warrants Securi ties set forth opposite their names in Schedule I hereto bears to the aggregate liquidation amount of Shares and Common Warrants Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters Under writers agreed but failed to purchase; provided, however, that in the event that the aggregate liquidation amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate liquidation amount of Shares and Common Warrants Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the SecuritiesSecuri ties, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Daysseven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 1 contract
Samples: Bancorpsouth Inc
Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the --------------------------- Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Shares and Common Warrants Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of Shares and Common Warrants Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that -------- ------- in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Shares and Common Warrants Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 1 contract
Samples: Southern California Edison Co
Default by an Underwriter. If any one or more Underwriters shall ------------------------- fail to purchase and pay for any of the Securities Senior Notes agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Shares and Common Warrants Senior Notes set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of Shares and Common Warrants Senior Notes set forth opposite the names of all the remaining Underwriters) the Securities Senior Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities Senior Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Shares and Common Warrants Senior Notes set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesSenior Notes, and if such nondefaulting Underwriters do not purchase all the SecuritiesSenior Notes, this Agreement will terminate without liability to any nondefaulting Underwriter Underwriter, the Transferor or the CompanyBMW FS. In the event of a default by any Underwriter as set forth in this Section 9Section, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives Representative shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Transferor and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 1 contract
Samples: BMW Vehicle Lease Trust 2000-A
Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder under this Underwriting Agreement and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Shares and Common Warrants Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of Shares and Common Warrants Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Shares and Common Warrants Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 910, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunderunder this Underwriting Agreement.
Appears in 1 contract
Default by an Underwriter. If any one or more Underwriters shall ------------------------- fail to purchase and pay for any one of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Shares and Common Warrants Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Shares and Common Warrants Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of -------- ------- Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Shares and Common Warrants Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 98, the Closing Date shall be postponed for such period, not exceeding five Business Daysseven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.or
Appears in 1 contract
Samples: Time Warner Capital Iii
Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Shares and Common Warrants Securities set forth opposite their names in Schedule I II hereto bears to the aggregate principal amount of Shares and Common Warrants Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the Exhibit 1 defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Shares and Common Warrants Securities set forth in Schedule I II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 1 contract
Samples: Integrys Energy Group, Inc.
Default by an Underwriter. If any one or more Underwriters shall -------------------------- fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Shares and Common Warrants Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of Shares and Common Warrants Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters Under writers agreed but failed to purchase; provided, however, that in the -------- ------- event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Shares and Common Warrants Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the SecuritiesSecuri- ties, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Daysseven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 1 contract
Samples: Vintage Petroleum Inc
Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter Under writer or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters Underwrit ers shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Shares and Common Warrants Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of Shares and Common Warrants Securities set forth opposite the names of all the remaining re maining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate prin cipal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Shares and Common Warrants Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting nonde faulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default de fault by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 1 contract
Samples: MDC Holdings Inc
Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Shares and Common Warrants Securities set forth opposite their names in Schedule I II hereto bears to the aggregate principal amount of Shares and Common Warrants Securities set forth opposite the names of all the remaining non-defaulting Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Shares and Common Warrants Securities set forth in Schedule I II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 1 contract
Samples: America Online Inc
Default by an Underwriter. If any one or more Underwriters ------------------------- shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Shares and Common Warrants Securities set forth opposite their names in Schedule I II hereto bears to the aggregate principal amount of Shares and Common Warrants Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event -------- ------- that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Shares and Common Warrants Securities set forth in Schedule I II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 1 contract
Samples: National Service Industries Inc
Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of --------------------------- the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Shares and Common Warrants Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of Shares and Common Warrants Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting -------- ------- Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Shares and Common Warrants Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 1 contract
Samples: Southern California Edison Co
Default by an Underwriter. If any one or more of the Underwriters shall fail to purchase and pay for any all of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Shares and Common Warrants Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Shares and Common Warrants Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; providedPROVIDED, howeverHOWEVER, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Shares and Common Warrants Securities set forth in Schedule I II hereto, the remaining Underwriters shall have the right to purchase all, but shall not 15 be under any obligation to purchase anyany of, of the Securities, and if such nondefaulting Underwriters do not purchase all of the Securities, this Agreement will terminate without liability to any nondefaulting non-defaulting Underwriter or the Company. In the event of a default by any Underwriter Underwriter, as set forth in this Section 910, the Closing Date shall be postponed for such period, not exceeding five Business Daysseven days, as the Representatives Representative shall determine in order that the required changes in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Nothing herein contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.
Appears in 1 contract
Samples: Underwriting Agreement (Niagara Mohawk Power Corp /Ny/)
Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the aggregate principal amount of Shares and Common Warrants Securities set forth opposite their names in Schedule I II hereto bears to the aggregate principal amount of Shares and Common Warrants Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Shares and Common Warrants Securities set forth in Schedule I II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 1 contract
Samples: Shurgard Storage Centers Inc
Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Shares and Common Warrants Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of Shares and Common Warrants Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; providedPROVIDED, howeverHOWEVER, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Shares and Common Warrants Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 1 contract
Samples: Aviation Sales Co
Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Shares and Common Warrants Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Shares and Common Warrants Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; providedPROVIDED, howeverHOWEVER, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Shares and Common Warrants Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 911, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 1 contract
Samples: Celestica Inc
Default by an Underwriter. If any one or more Underwriters shall ------------------------- fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Shares and Common Warrants Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of Shares and Common Warrants Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event -------- ------- that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Shares and Common Warrants Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 98, the Closing Date shall be postponed for such period, not exceeding five Business Daysseven days, as the Representatives Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 1 contract
Samples: Standard Pacific Corp /De/
Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the Company shall immediately notify the Representative, and the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Shares and Common Warrants Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Shares and Common Warrants Securities set forth opposite the names of all the remaining Underwriters) the Securities which that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Shares and Common Warrants Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the CompanyCompany (provided that if such default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Underwritten Securities or any Option Securities purchased prior to such termination). In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five (5) Business Days, as the Representatives Representative shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 1 contract
Default by an Underwriter. If there is more than one Underwriter party to this Agreement and any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Shares and Common Warrants Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Shares and Common Warrants Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Shares and Common Warrants Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives Underwriters shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder. For the avoidance of doubt, to the extent there is only a single Underwriter (as contemplated in the first paragraph of this Agreement), the provisions of this Section 9 shall be deemed to be deleted from this Agreement and shall have no force or effect.
Appears in 1 contract
Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Shares and Common Warrants Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of Shares and Common Warrants Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; providedPROVIDED, howeverHOWEVER, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Shares and Common Warrants Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall reasonably determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 1 contract
Samples: Clorox Co /De/
Default by an Underwriter. If any one or more Underwriters shall fail on the Closing Date to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Shares and Common Warrants Securities set forth opposite their names in Schedule I II hereto bears to the aggregate principal amount of Shares and Common Warrants Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Shares and Common Warrants Securities set forth in Schedule I II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 98, the Closing Date shall be postponed for such period, not exceeding five Business Daysbusiness days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 1 contract
Samples: Cytec Industries Inc/De/
Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Shares and Common Warrants Underwritten Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Shares and Common Warrants Underwritten Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Shares and Common Warrants Underwritten Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 1 contract
Samples: Underwriting Agreement (Brixmor Property Group Inc.)
Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for within 24 hours (in the respective proportions which the amount of Shares and Common Warrants Securities set forth opposite their names in Schedule I II hereto bears to the aggregate amount of Shares and Common Warrants Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; providedPROVIDED, howeverHOWEVER, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Shares and Common Warrants Securities set forth in Schedule I II hereto, the remaining Underwriters shall have the right to purchase within 24 hours all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 98, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 1 contract
Samples: Fund American Co Inc/New
Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Shares and Common Warrants Securities as to which the purchase default has occurred set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of Shares and Common Warrants Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Shares and Common Warrants Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 1 contract
Samples: Gpu Inc /Pa/
Default by an Underwriter. If any one or more of the several Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its its, or their their, obligations under this Agreement, the remaining Underwriters shall be obligated severally obligated, severally, to take up and pay for (in the respective proportions which the principal amount of Shares and Common Warrants Securities set forth opposite their respective names in Schedule I II hereto bears to the aggregate principal amount of Shares and Common Warrants such Securities set forth opposite the names of all the remaining Underwriters) Underwriters the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Shares and Common Warrants Securities set forth in Schedule I II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting non-defaulting Underwriter or the Company, except that the provisions of Sections 4, 5(k), 7, 8 and 16 shall at all times be effective and shall survive such termination. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements that may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 1 contract
Samples: Eaton Vance Corp
Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Shares and Common Warrants Securities set forth opposite their names in Schedule I II hereto bears to the aggregate principal amount of Shares and Common Warrants Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; providedPROVIDED, howeverHOWEVER, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Shares and Common Warrants Securities set forth in Schedule I II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Daysbusiness days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 1 contract
Samples: Underwriting Agreement (Morton International Inc /In/)
Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Shares and Common Warrants Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Shares and Common Warrants Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; providedPROVIDED, howeverHOWEVER, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Shares and Common Warrants Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter Underwriter, the Fund or the CompanyAdvisers. In the event of a default by any Underwriter as set forth in this Section 910, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Fund and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 1 contract
Samples: Ing Global Equity Dividend & Premium Opportunity Fund
Default by an Underwriter. If any one or more Underwriters shall ------------------------- fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Shares and Common Warrants Securities set forth opposite their names in Schedule I II hereto bears to the aggregate principal amount of Shares and Common Warrants Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event -------- ------- that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Shares and Common Warrants Securities set forth in Schedule I II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 1 contract
Samples: Bb&t Capital Trust I
Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Shares and Common Warrants Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Shares and Common Warrants Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; providedPROVIDED, howeverHOWEVER, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10___% of the aggregate amount of Shares and Common Warrants Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 910, the Closing Date shall be postponed for such period, not exceeding five Business Daysseven days, as the Representatives Underwriters shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 1 contract
Samples: Telemundo Group Inc
Default by an Underwriter. If any one or more Underwriters shall fail ------------------------- to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Shares and Common Warrants Securities set forth opposite their names in Schedule I II hereto bears to the aggregate amount of Shares and Common Warrants Securities ----------- set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate -------- ------- amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Shares and Common Warrants Securities set forth in Schedule I II hereto, the remaining Underwriters shall have the right ----------- to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, --------- not exceeding five Business Daysseven days, as the Representatives Representative shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 1 contract
Samples: Loews Corp
Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount number of Shares and Common Warrants Underwritten Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount number of Shares and Common Warrants Underwritten Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount number of Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount number of Shares and Common Warrants Underwritten Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 1 contract
Samples: Quintana Maritime LTD
Default by an Underwriter. If (a) If, on the Closing Date, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default defaults in the performance of its or their obligations under this Agreement and the aggregate principal amount of Offered Notes that such defaulting Underwriter [or Underwriters] agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Notes that the Underwriter[s] [is/are] obligated to purchase on the Closing Date, the non-defaulting Underwriters may make arrangements for the purchase of the Offered Notes which such defaulting Underwriter agreed but failed to purchase by other persons satisfactory to the Company and the non-defaulting Underwriter[s]. If any Underwriter [or Underwriters] so default and the aggregate principal amount of Offered Notes with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Notes that the Underwriter[s] [is/are] obligated to purchase on such Closing Date and arrangements satisfactory to the non-defaulting Underwriter[s] and the Company for the purchase of such Offered Notes by other persons are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of the non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Section 4(h) and except that the provisions of Sections 6, 7 and 9 shall not terminate and shall remain in effect. As used in this Agreement, the remaining Underwriters shall be obligated severally to take up and pay term "Underwriter[s]" includes, for (in all purposes of this Agreement unless the respective proportions which the amount of Shares and Common Warrants set forth opposite their names context otherwise requires, any party not listed in Schedule I 1 hereto bears that, pursuant to the aggregate amount of Shares and Common Warrants set forth opposite the names of all the remaining Underwriters) the Securities this Section 8 purchases Notes which the a defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Shares and Common Warrants set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 1 contract
Samples: Underwriting Agreement (Painewebber Mortgage Acceptance Corporation Iv)
Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Offered Shares agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Offered Shares and Common Warrants set forth opposite their names in Schedule I hereto bears to the aggregate amount of Offered Shares and Common Warrants set forth opposite the names of all the remaining Underwriters) the Securities Offered Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event -------- ------- that the aggregate amount of Securities Offered Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Offered Shares and Common Warrants set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesOffered Shares, and if such nondefaulting Underwriters do not purchase all the SecuritiesOffered Shares, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives Underwriters shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 1 contract
Default by an Underwriter. If any one or more Underwriters shall fail ------------------------- to purchase and pay for any of the Securities shares of the Stock agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount number of Shares and Common Warrants shares of the Stock set forth opposite their names in Schedule I II hereto bears to the aggregate amount number of Shares and Common Warrants shares of the Stock set forth opposite the names of all the remaining Underwriters) the Securities Stock which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event ----------------- that the aggregate amount number of Securities shares of the Stock which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount number of Shares and Common Warrants shares of the Stock set forth in Schedule I II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesStock, and if such nondefaulting Underwriters do not purchase all of the SecuritiesStock, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 98, the Closing Date shall be postponed for such period, not exceeding five Business Daysseven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 1 contract
Samples: Underwriting Agreement (Ameren Corp)
Default by an Underwriter. If (a) If, on the Closing Date, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default defaults in the performance of its or their obligations under this Agreement and the aggregate principal amount of Offered Notes that such defaulting Underwriter [or Underwriters] agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Notes that the Underwriter[s] [is/are] obligated to purchase on the Closing Date, the non-defaulting Underwriters may make arrangements for the purchase of the Offered Notes which such defaulting Underwriter agreed but failed to purchase by other persons satisfactory to the Company and the non-defaulting Underwriter[s]. If any Underwriter [or Underwriters] so default and the aggregate principal amount of Offered Notes with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Notes that the Underwriter[s] [is/are] obligated to purchase on such Closing Date and arrangements satisfactory to the non-defaulting Underwriter[s] and the Company for the purchase of such Offered Notes by other persons are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of the non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Section 4(h) and except that the provisions of Sections 6 and 8 shall not terminate and shall remain in effect. As used in this Agreement, the remaining Underwriters shall be obligated severally to take up and pay term “Underwriter[s]” includes, for (in all purposes of this Agreement unless the respective proportions which the amount of Shares and Common Warrants set forth opposite their names context otherwise requires, any party not listed in Schedule I 1 hereto bears that, pursuant to the aggregate amount of Shares and Common Warrants set forth opposite the names of all the remaining Underwriters) the Securities this Section 7 purchases Notes which the a defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Shares and Common Warrants set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 1 contract
Samples: Bcap LLC
Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the aggregate principal amount of Shares and Common Warrants Securities set forth opposite their names in Schedule I II hereto bears to the aggregate principal amount of Shares and Common Warrants Securities set forth opposite the names of all the remaining UnderwritersUnderwriters ) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Shares and Common Warrants Securities set forth in Schedule I II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 1 contract
Samples: Underwriting Agreement (Ensco PLC)
Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Shares and Common Warrants Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Shares and Common Warrants Securities set forth opposite the names of all the remaining Underwriters or in such other proportion as you may specify in accordance with the Citigroup Global Markets Inc. Master Agreement Among Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Shares and Common Warrants Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the CompanyFund. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, 10 which does not exceeding five Business Days, as the Representatives shall determine result in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.a
Appears in 1 contract
Samples: Nuveen Equity Premium Income Fund
Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Shares and Common Warrants Securities set forth opposite their names in Schedule I Schedule[s] [II] hereto bears to the aggregate principal amount of Shares and Common Warrants Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Shares and Common Warrants Securities set forth in Schedule I Schedule[s] [II] hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Appears in 1 contract
Samples: PACIFIC GAS & ELECTRIC Co
