Default by the Selling Stockholders. If one or more of the Selling Stockholders shall fail at the First Closing Date to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I, then the Representative may at its option, by notice from the Representative to the Company and the non-defaulting Selling Stockholders, either (a) terminate this Agreement without any liability on the part of any Underwriter or, except as provided in Section 4(a)(vii), Section 4(b)(i), Section 4(b)(ii) and Section 6 hereof, any non-defaulting party or (b) elect for the Underwriters to purchase the Securities which the Company and the non-defaulting Selling Stockholders have agreed to sell hereunder. In the event of a default by any Selling Stockholder as referred to in this Section, either the Representative or the Company, or by joint action only, the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement, in the Time of Sale Disclosure Package or in the Prospectus or in any other documents or arrangements.
Default by the Selling Stockholders. If one or more of the Selling Stockholders shall fail at any Closing Date to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I, then the Underwriter may at its option, by notice from you to the Company and the non-defaulting Selling Stockholders, either (a) terminate this Agreement without any liability on the part of the Underwriter or, except as provided in Section 4(a)(vii), Section 4(b)(i) and Section 6 hereof, any non-defaulting party or (b) elect for the Underwriter to purchase the Securities which the non-defaulting Selling Stockholders have agreed to sell hereunder. In the event of a default by any Selling Stockholder as referred to in this Section, either the Underwriter or the Company, or by joint action only, the non-defaulting Selling Stockholders, shall have the right to postpone any Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement, in the Time of Sale Disclosure Package or in the Prospectus or in any other documents or arrangements.
Default by the Selling Stockholders. If one or more of the Selling Stockholders shall fail or refuse on an Option Closing Date to sell and deliver the number of Shares that the Selling Stockholder is obligated to sell hereunder, then the Underwriters may, at the option of the Representatives, by notice from the Representatives to the Company and the Selling Stockholders, terminate this Agreement without liability on the part of any non-defaulting party. In any such case, where the Representatives waive such failure or refusal, any of the Representatives, the Company or the Selling Stockholders shall have the right to postpone the Option Closing Date but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus and in any other documents or arrangements may be effected. Any action taken under this Section shall not relieve the defaulting Selling Stockholder from liability in respect of any default of the Selling Stockholder under this Agreement.
Default by the Selling Stockholders. If either of the Selling Stockholders shall fail to sell and deliver to the Underwriters the Shares to be sold and delivered by such Selling Stockholder at the Closing Date or the Option Closing Date pursuant to this Agreement, then Agreement shall terminate without any liability on the part of any non-defaulting party; provided, however, that the provisions of Section 1, Section 7, Section 9, Section 10, Section 11, Section 16, Section 17 and Section 18 shall remain in full force and effect.
Default by the Selling Stockholders. If a Selling Stockholder shall fail at the Closing Time to sell and deliver the number of Securities which such Selling Stockholder is obligated to sell hereunder, then the Underwriter, by notice to Ventas and the non-defaulting Selling Stockholders, may either (a) terminate this Agreement without any liability on the part of any non-defaulting party except that the provisions of Sections 4 and 6 hereof shall remain in full force and effect or (b) elect to purchase the Securities which the non-defaulting Selling Stockholders have agreed to sell hereunder. No action taken pursuant to this Section 9 shall relieve any Selling Stockholder so defaulting from liability, if any, in respect of such default. In the event of a default by any Selling Stockholder as referred to in this Section 9, the Underwriter, Ventas and the non-defaulting Selling Stockholders shall have the right to postpone the Closing Time for a period not exceeding seven business days in order to effect any required change in the Prospectus or in any other documents or arrangements.
Default by the Selling Stockholders. If any Selling Stockholder shall fail at the First Delivery Date to sell and deliver the number of Shares which it is obligated to sell hereunder, then the Underwriters may, at their option by written notice from the Representative to the Company and the Selling Stockholders, either (i) terminate this Agreement without any liability on the part of any Underwriter or, except as provided by Sections 7, 9 and 12 hereof, the Company or the non-defaulting Selling Stockholders or (ii) purchase the shares which the Company and other Selling Stockholders have agreed to sell and deliver in accordance with the terms hereof. No action taken pursuant to this Section 13 hereof shall relieve such Selling Stockholder from liability, if any, in respect of such default.
Default by the Selling Stockholders. If any of the Selling Stockholders fails to sell and deliver the number of Shares that such Selling Stockholder is obligated to sell, the Underwriters may, at their option, by notice to the Company, either (a) require the Company to sell and deliver such number of shares of Common Stock as to which such Selling Stockholder has defaulted, or (b) terminate this Agreement if the Company shall have refused to sell and deliver to the Underwriters the shares of Common Stock referred to in Section 11(a). In the event of a default under this Section 11 that does not result in the termination of this Agreement, the Underwriters shall have the right to postpone the First Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. No action taken pursuant to this Section 11 shall relieve the Company or the Selling Stockholder so defaulting from liability, if any, in respect of such default.
Default by the Selling Stockholders. (a) If any Selling Stockholder shall fail at the Firm Commitment Closing Date to sell and deliver the number of Shares that such Selling Stockholder is obligated to sell hereunder, then the Company may sell and deliver such number of Shares to cure such default by such Selling Stockholder. If any Selling Stockholder shall fail at the Firm Commitment Closing Date to sell and deliver the number of Shares that such Selling Stockholder is obligated to sell and the Company does not cure such default, the Underwriters may, at the option of the Representative, either (a) terminate this Agreement without any liability on the fault of any non-defaulting party except that the provisions of Sections 8 and 10 shall remain in full force and effect or (b) elect to purchase the Shares which the Selling Stockholders have agreed to sell. No action taken pursuant to this Section 11 shall relieve the Selling Stockholders so defaulting from liability, if any, in respect of such default.
Default by the Selling Stockholders. If, on the Closing Date or an Option Closing Date, as applicable, one or more of the Selling Stockholders shall fail or refuse to sell and deliver the number of Shares that it has or they have agreed to sell hereunder on such date, then the Underwriters may, at the option of the Representatives, by notice from the Representatives to the Company, terminate this Agreement without liability on the fault of any non-defaulting party. In any such case, the Representatives, the Company or the Selling Stockholders shall have the right to postpone the Closing Date or Option Closing Date, as applicable, for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement, the Time of Sale Prospectus, the Prospectus and in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement, the Time of Sale Prospectus or the Prospectus which may thereby be made necessary. Any action taken under this Section 13 shall not relieve the defaulting Selling Stockholder from liability in respect of any default of the Selling Stockholder hereunder.
Default by the Selling Stockholders. If one or more of the Selling Stockholders shall fail at any Second Closing Date to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I, then the Underwriters may at your option, by notice from you to the Company and the non-defaulting Selling Stockholders, to postpone any Second Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement, in the Time of Sale Disclosure Package or in the Prospectus or in any other documents or arrangements.
