Common use of Default by the Selling Stockholder or the Company Clause in Contracts

Default by the Selling Stockholder or the Company. (a) If the Selling Stockholder shall fail at Closing Time to sell and deliver the number of Securities which the Selling Stockholder is obligated to sell hereunder, the Company shall have the right, to the extent permitted under the 1933 Act and 1933 Act Regulations, to increase the number of shares of Common Stock, together with associated Rights, to be sold by it hereunder to equal the total number to be sold by the Company and the Selling Stockholder as set forth in Schedule B hereto, in which event the terms "Initial Securities" and "Securities" as used herein shall be deemed to include the additional shares of Common Stock, together with associated Rights, to be sold by the Company. If the Selling Stockholder shall fail at Closing Time to sell and deliver the number of Securities which the Selling Stockholder is obligated to sell hereunder and the Company does not exercise the right granted to it pursuant to the immediately preceding sentence, then the Underwriters may, at the option of the Representatives, by notice from the Representatives to the Company either (i) terminate this Agreement without any liability on the fault of any non-defaulting party, except that the provisions of Sections 4, 6 and 7 shall remain in full force and effect, or (ii) elect to purchase the Securities which the Company has agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve the Selling Stockholder from liability, if any, in respect of such default. In the event of a default by the Selling Stockholder as referred to in this Section 11, each of the Representatives and the Company shall have the right to postpone Closing Time for a period not exceeding seven days in order to effect any required change in the Registration Statement or Prospectus or in any other documents or arrangements.

Default by the Selling Stockholder or the Company. (a) If the Selling Stockholder shall fail at the First Closing Time Date to sell and deliver the number of Securities Firm Shares which the Selling Stockholder is obligated to sell hereunder, the Company shall have the right, to the extent permitted under the 1933 Act and 1933 Act Regulations, to increase the number of shares of Common Stock, together with associated Rights, to be sold by it hereunder to equal the total number to be sold by the Company and the Selling Stockholder as set forth in Schedule B hereto, in which event the terms "Initial Securities" and "Securities" as used herein shall be deemed to include the additional shares of Common Stock, together with associated Rights, to be sold by the Company. If the Selling Stockholder shall fail at Closing Time to sell and deliver the number of Securities which the Selling Stockholder is obligated to sell hereunder and the Company does not exercise the right granted to it pursuant to the immediately preceding sentence, then the Underwriters may, may at the option of the RepresentativesRepresentative, by notice from the Representatives Representative to the Company Company, either (ia) terminate this Agreement without any liability on the fault part of any Underwriter or, except as provided in Section 4(a)(viii), Section 4(b)(i), Section 4(b)(ii) and Section 6 hereof, any non-defaulting party, except that the provisions of Sections 4, 6 and 7 shall remain in full force and effect, party or (iib) elect to purchase the Securities which the Company has agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve the Selling Stockholder from liability, if any, in respect of such default. In the event of a default by the Selling Stockholder as referred to in this Section 11Section, each of either the Representatives and Representative or the Company shall have the right to postpone the First Closing Time Date for a period not exceeding seven days in order to effect any required change changes in the Registration Statement Statement, in the Time of Sale Disclosure Package or in the Prospectus or in any other documents or arrangements. If the Company shall fail at the First Closing Date to sell and deliver the number of Securities which it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of the Underwriters or, except as provided in Section 4(a)(viii), Section 4(b)(i), Section 4(b)(ii) and Section 6 hereof, any non-defaulting party. No action taken pursuant to this Section shall relieve the Company or the Selling Stockholder so defaulting from liability, if any, in respect of such default.

Default by the Selling Stockholder or the Company. (a) If the Selling Stockholder shall fail at the First Closing Time Date to sell and deliver the number of Securities which Firm Shares that the Selling Stockholder is obligated to sell hereunder, then the Company shall have the rightUnderwriters may choose, by notice from you to the extent permitted under the 1933 Act and 1933 Act Regulations, to increase the number of shares of Common Stock, together with associated Rights, to be sold by it hereunder to equal the total number to be sold by the Company and the Selling Stockholder as set forth in Schedule B heretoStockholder, in which event the terms "Initial Securities" and "Securities" as used herein shall be deemed to include the additional shares of Common Stock, together with associated Rights, to be sold by the Company. If the Selling Stockholder shall fail at Closing Time to sell and deliver the number of Securities which the Selling Stockholder is obligated to sell hereunder and the Company does not exercise the right granted to it pursuant to the immediately preceding sentence, then the Underwriters may, at the option of the Representatives, by notice from the Representatives to the Company either (ia) terminate this Agreement without any liability on the fault part of any Underwriter or, except as provided in Section -29- 4(a)(viii), Section 4(b)(i), Section 4(b)(ii) and Section 6 hereof, any non-defaulting party, except that the provisions of Sections 4, 6 and 7 shall remain in full force and effect, party or (iib) elect to purchase the Securities which the Company has agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve the Selling Stockholder from liability, if any, in respect of such default. In the event of a default by the Selling Stockholder as referred to in this Section 11Section, each of the Representatives and either you or the Company shall have the right to postpone the First Closing Time Date for a period not exceeding seven days in order to effect any required change changes in the Registration Statement Statement, in the Time of Sale Disclosure Package or in the Prospectus or in any other documents or arrangements. If the Company shall fail at the First Closing Date to sell and deliver the number of Securities which it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any Underwriter or, except as provided in Section 4(a)(viii), Section 4(b)(i), Section 4(b)(ii) and Section 6 hereof, any non-defaulting party. No action taken pursuant to this Section shall relieve the Company or the Selling Stockholder so defaulting from liability, if any, in respect of such default.

Default by the Selling Stockholder or the Company. (a) If the Selling Stockholder shall fail at the First Closing Time Date to sell and deliver the number of Securities which the Selling Stockholder is obligated to sell hereunder, the Company shall have the right, to the extent permitted under the 1933 Act and 1933 Act Regulations, to increase the number of shares of Common Stock, together with associated Rights, to be sold by it hereunder to equal the total number to be sold by the Company and the Selling Stockholder as set forth in Schedule B hereto, in which event the terms "Initial Securities" and "Securities" as used herein shall be deemed to include the additional shares of Common Stock, together with associated Rights, to be sold by the Company. If the Selling Stockholder shall fail at Closing Time to sell and deliver the number of Securities which the Selling Stockholder is obligated to sell hereunder and the Company does not exercise the right granted to it pursuant to the immediately preceding sentence, then the Underwriters may, may at the option of the Representativesyour option, by notice from the Representatives you to the Company Company, either (ia) terminate this Agreement without any liability on the fault part of any Underwriter or, except as provided in Section 4(a)(viii), Section 4(b)(i), Section 4(b)(ii) and Section 6 hereof, any non-defaulting party, except that the provisions of Sections 4, 6 and 7 shall remain in full force and effect, party or (iib) elect to purchase the Securities which the Company has agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve the Selling Stockholder from liability, if any, in respect of such default. In the event of a default by the Selling Stockholder as referred to in this Section 11Section, each of the Representatives and either you or the Company shall have the right to postpone the First Closing Time Date for a period not exceeding seven days in order to effect any required change changes in the Registration Statement Statement, in the Time of Sale Disclosure Package or in the Prospectus or in any other documents or arrangements. If the Company shall fail at the First Closing Date to sell and deliver the number of Securities which it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any Underwriter or, except as provided in Section 4(a)(viii), Section 4(b)(i), Section 4(b)(ii) and Section 6 hereof, any non-defaulting party. No action taken pursuant to this Section shall relieve the Company or the Selling Stockholder so defaulting from liability, if any, in respect of such default.

Default by the Selling Stockholder or the Company. (a) If the ------------------------------------------------- Selling Stockholder shall fail at Closing Time or at a Date of Delivery to sell and deliver the number of Securities which the Selling Stockholder is obligated to sell hereunder, the Company shall have the right, to the extent permitted under the 1933 Act and 1933 Act Regulations, to increase the number of shares of Common Stock, together with associated Rights, to be sold by it hereunder to equal the total number to be sold by the Company and the Selling Stockholder as set forth in Schedule B hereto, in which event the terms "Initial Securities" and "Securities" as used herein shall be deemed to include the additional shares of Common Stock, together with associated Rights, to be sold by the Company. If the Selling Stockholder shall fail at Closing Time to sell and deliver the number of Securities which the Selling Stockholder is obligated to sell hereunder and the Company does not exercise the right granted to it pursuant to the immediately preceding sentence, then the Underwriters International Managers may, at the option of the RepresentativesLead Managers, by notice from the Representatives Lead Managers to the Company Company, either (ia) terminate this Agreement without any liability on the fault part of any non-defaulting party, party except that the provisions of Sections 4, 6 and 7 shall remain in full force and effect, effect or (iib) elect to purchase the Securities which the Company has agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve the Selling Stockholder from liability, if any, in respect of such default. In the event of a default by the Selling Stockholder as referred to in this Section 11, each of the Representatives Lead Managers and the Company shall have the right to postpone Closing Time or a Date of Delivery for a period not exceeding seven days in order to effect any required change in the Registration Statement or Prospectus Prospectuses or in any other documents or arrangements. If the Company shall fail at Closing Time or at a Date of Delivery to sell the number of Securities that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any nondefaulting party; provided, however, that the provisions of Sections 4, 6 and 7 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company from liability, if any, in respect of such default.

Default by the Selling Stockholder or the Company. 31 33 (a) If the Selling Stockholder shall fail at Closing Time to sell and deliver the number of Securities which the Selling Stockholder is obligated to sell hereunder, the Company shall have the right, to the extent permitted under the 1933 Act and 1933 Act Regulations, to increase the number of shares of Common Stock, together with associated Rights, to be sold by it hereunder to equal the total number to be sold by the Company and the Selling Stockholder as set forth in Schedule B hereto, in which event the terms "Initial Securities" and "Securities" as used herein shall be deemed to include the additional shares of Common Stock, together with associated Rights, to be sold by the Company. If the Selling Stockholder shall fail at Closing Time to sell and deliver the number of Securities which the Selling Stockholder is obligated to sell hereunder and the Company does not exercise the right granted to it pursuant to the immediately preceding sentence, then the Underwriters may, at the option of the Representatives, by notice from the Representatives to the Company either (i) terminate this Agreement without any liability on the fault of any non-non- defaulting party, except that the provisions of Sections 4, 6 and 7 shall remain in full force and effect, or (ii) elect to purchase the Securities which the Company has agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve the Selling Stockholder from liability, if any, in respect of such default. In the event of a default by the Selling Stockholder as referred to in this Section 11, each of the Representatives and the Company shall have the right to postpone Closing Time for a period not exceeding seven days in order to effect any required change in the Registration Statement or Prospectus or in any other documents or arrangements.

Default by the Selling Stockholder or the Company. (a) If the Selling Stockholder shall fail at the First Closing Time Date to sell and deliver the number of Securities which that the Selling Stockholder is obligated to sell hereunder, then the Company shall have the rightUnderwriters may choose, by notice from you to the extent permitted under the 1933 Act and 1933 Act Regulations, to increase the number of shares of Common Stock, together with associated Rights, to be sold by it hereunder to equal the total number to be sold by the Company and the Selling Stockholder as set forth in Schedule B heretoStockholder, in which event the terms "Initial Securities" and "Securities" as used herein shall be deemed to include the additional shares of Common Stock, together with associated Rights, to be sold by the Company. If the Selling Stockholder shall fail at Closing Time to sell and deliver the number of Securities which the Selling Stockholder is obligated to sell hereunder and the Company does not exercise the right granted to it pursuant to the immediately preceding sentence, then the Underwriters may, at the option of the Representatives, by notice from the Representatives to the Company either (ia) terminate this Agreement without any liability on the fault part of any Underwriter or, except as provided in Section 4(a)(viii), Section 4(b)(i), Section 4(b)(ii) and Section 6 hereof, any non-defaulting party, except that the provisions of Sections 4, 6 and 7 shall remain in full force and effect, party or (iib) elect to purchase the Securities which the Company has agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve the Selling Stockholder from liability, if any, in respect of such default. In the event of a default by the Selling Stockholder as referred to in this Section 11Section, each of the Representatives and either you or the Company shall have the right to postpone the First Closing Time Date for a period not exceeding seven days in order to effect any required change changes in the Registration Statement Statement, in the Time of Sale Disclosure Package or in the Prospectus or in any other documents or arrangements. If the Company shall fail at the First Closing Date to sell and deliver the number of Securities which it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any Underwriter or, except as provided in Section 4(a)(viii), Section 4(b)(i), Section 4(b)(ii) and Section 6 hereof, any non-defaulting party. No action taken pursuant to this Section shall relieve the Company or the Selling Stockholder so defaulting from liability, if any, in respect of such default.

Default by the Selling Stockholder or the Company. (a) If the Selling Stockholder shall fail at Closing Time or at the Date of Delivery to sell and deliver the number of Securities which the such Selling Stockholder is obligated to sell hereunder, then the Company shall have the right, to the extent permitted under the 1933 Act and the 1933 Act Regulations, to increase the number of shares of Common Stock, together with associated Rights, Stock to be sold by it hereunder to equal the total number to be sold by the Company and the Selling Stockholder as set forth in Schedule B heretothis Agreement, in which event the terms "Initial Securities" and "Securities" as used herein shall be deemed to include the additional shares of Common Stock, together with associated Rights, Stock to be sold by the Company; provided, however, that the Company shall have the right set forth in this sentence only if the Company (i) amends or supplements the Prospectus, to the extent required under the 1933 Act and the 1933 Act Regulations, to reflect such increase in shares of Common Stock to be sold by the Company and (ii) prior to the Closing Time, provides copies of such amended Prospectus or supplement thereto to the International Managers on a timely basis and in sufficient quantities in order for the Underwriters to comply with all prospectus delivery obligations in connection therewith. If the Selling Stockholder shall fail at Closing Time to sell and deliver the number of Securities which the Selling Stockholder is obligated to sell hereunder and the Company does not exercise the right granted to it pursuant to the immediately preceding sentence, then the Underwriters International Managers may, at the option of the RepresentativesLead Managers, by notice from the Representatives International Managers to the Company Company, either (ia) terminate this Agreement without any liability on the fault of any non-non- defaulting party, party except that the provisions of Sections 4, 6 and 7 shall remain in full force and effect, effect or (iib) elect to purchase the Securities which the Company has agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve the any Selling Stockholder so defaulting from liability, if any, in respect of such default. In the event of a default by the Selling Stockholder as referred to in this Section 11, each of the Representatives Lead Managers, and the Company shall have the right to postpone Closing Time or Date of Delivery for a period not exceeding seven days in order to effect any required change in the Registration Statement or Prospectus or in any other documents or arrangements.

Default by the Selling Stockholder or the Company. (a) If the Selling Stockholder shall fail at Closing Time or at a Date of Delivery to sell and deliver the number of Securities which the Selling Stockholder is obligated to sell hereunder, and the Company shall have the right, to the extent permitted under the 1933 Act and 1933 Act Regulations, does not commit to increase the number of shares of Common Stock, together with associated Rights, Securities to be sold by it hereunder to equal the total number to be sold by the Company and the Selling Stockholder as set forth in Schedule B hereto, in which event the terms "Initial Securities" and "Securities" as used herein shall be deemed to include the additional shares of Common Stock, together with associated Rights, to be sold by the Company. If the Selling Stockholder shall fail at Closing Time to sell and deliver the number of Securities which the Selling Stockholder is obligated to sell hereunder and the Company does not exercise the right granted to it pursuant to the immediately preceding sentence, then the Underwriters may, at the option of the Representatives, by notice from the Representatives to the Company Company, either (ib) terminate this Agreement without any liability on the fault of any non-defaulting party, party except that the provisions of Sections 1, 4, 6 6, 7 and 7 8 shall remain in full force and effect, effect or (iib) elect to purchase the Securities which the Company has agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve the Selling Stockholder so defaulting from liability, if any, in respect of such default. In the event of a default by the Selling Stockholder as referred to in this Section 11, each of the Representatives and or the Company shall have the right to postpone Closing Time or Date of Delivery for a period not exceeding seven days in order to effect any required change in the Registration Statement or Prospectus or in any other documents or arrangements.. [SIGNATURE PAGE FOLLOWS] Very truly yours, COOPERATIVE HOLDINGS, INC. By: _______________________________ Title: