Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Units set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such number of Units without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units and the aggregate number of Firm Units with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units to be purchased on such date, and arrangements satisfactory to you and the Partnership for the purchase of such Firm Units are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Partnership. In any such case either you or the Partnership shall have the right to postpone the 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 or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units and the aggregate number of Additional Units with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If the Partnership shall fail to tender the Units for delivery to the Underwriters by reason of any failure, refusal or inability on the part of any of the Partnership Entities to perform any agreement on its part to be performed, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled for any reason or (b) the Underwriters shall decline to purchase the Units for any reason permitted under this Agreement, then, except as specified in the following sentence, the Partnership Entities will reimburse the Underwriters for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) incurred by Underwriters in connection with this Agreement and the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.
Appears in 3 contracts
Samples: Underwriting Agreement (El Paso Pipeline Partners, L.P.), Underwriting Agreement (El Paso Pipeline Partners, L.P.), El Paso Pipeline Partners, L.P.
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II I bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Shareholder for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Shareholder. In any such case either you or the Partnership Selling Shareholder shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of the Company or the Selling Shareholder to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason the Company or (b) the Underwriters Selling Shareholder shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except the Company or Selling Shareholder as specified in the following sentence, the Partnership Entities case may be will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 3 contracts
Samples: Underwriting Agreement (St Joe Co), Underwriting Agreement (Dupont Alfred I Testamentary Trust), Dupont Alfred I Testamentary Trust
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-one tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-non defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 12 by an amount in excess of one-one ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-one tenth of the aggregate number of Firm Units Shares to be purchased on such date, and arrangements satisfactory to you you, the Company and the Partnership Selling Stockholders for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-non defaulting Underwriter Underwriter, the Company or the PartnershipSelling Stockholders. In any such case either you or the Partnership relevant Sellers shall have the right to postpone the 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 or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of any Seller to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters any Seller shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 3 contracts
Samples: Underwriting Agreement (SS&C Technologies Holdings Inc), Underwriting Agreement (SS&C Technologies Holdings Inc), SS&C Technologies Holdings Inc
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units set forth opposite their respective names in Schedule II I bears to the aggregate number of Firm Units set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units and the aggregate number of Firm Units with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units to be purchased on such date, and arrangements satisfactory to you and the Partnership Parties for the purchase of such Firm Units are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the PartnershipPartnership Parties. In any such case either you or the Partnership Parties shall have the right to postpone the 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 or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units and the aggregate number of Additional Units with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of the Partnership Parties to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters Partnership Parties shall decline be unable to purchase the Units for any reason permitted perform their obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Parties will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the documented fees and disbursements of their external counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 3 contracts
Samples: Letter Agreement (Inergy Midstream, L.P.), Underwriting Agreement (Inergy Midstream, L.P.), Letter Agreement (Inergy L P)
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units ADSs to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units ADSs set forth opposite their respective names in Schedule II I bears to the aggregate number of Firm Units ADSs set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you the Representative may specify, to purchase the Units ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units ADSs that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units ADSs without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units ADSs and the aggregate number of Firm Units ADSs with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units ADSs to be purchased on such date, and arrangements satisfactory to you the Representative and the Partnership Company for the purchase of such Firm Units ADSs are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or and the PartnershipCompany. In any such case either you the Representative or the Partnership Company shall have the right to postpone the 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 or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units ADSs and the aggregate number of Additional Units ADSs with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units ADSs to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units ADSs to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units ADSs that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of the Company to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters Company shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 2 contracts
Samples: Underwriting Agreement (Nature Wood Group LTD), Underwriting Agreement (Nature Wood Group LTD)
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Units set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such number of Units without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units and the aggregate number of Firm Units with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units to be purchased on such date, and arrangements satisfactory to you and the Partnership for the purchase of such Firm Units are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Partnership. In any such case either you or the Partnership shall have the right to postpone the 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 or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units and the aggregate number of Additional Units with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If the Partnership shall fail to tender the Units for delivery to the Underwriters by reason of any failure, refusal or inability on the part of any of the Partnership Entities to perform any agreement on its part to be performed, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled for any reason or (b) the Underwriters shall decline to purchase the Units for any reason permitted under this Agreement, then, except as specified in the following sentence, the Partnership Entities will reimburse the Underwriters for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) incurred by Underwriters in connection with this Agreement and the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the ManagersRepresentatives. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.
Appears in 2 contracts
Samples: Underwriting Agreement (El Paso Pipeline Partners, L.P.), El Paso Pipeline Partners, L.P.
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II I bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Stockholder for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Stockholder. In any such case either you you, the Company or the Partnership Selling Stockholder shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Datepurchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units to be sold on such Option Closing Date Shares or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of the Company to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters Company shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managersoffering contemplated hereunder. If this Agreement is shall be terminated (i) pursuant to Section 9 by the Underwriters, or any of them, because of any failure or refusal on the occurrence part of the Selling Stockholder to comply with the terms or to fulfill any event specified in Section 9 (other than as specified in Sections 9(ii))of the conditions of this Agreement, or if for any reason the Selling Stockholder shall be unable to perform its obligations under this Agreement, the Partnership Entities shall not be obligated to Selling Stockholder will reimburse the Company and the Underwriters or such persons as have so terminated this Agreement with respect to themselves, severally, for any all out-of-pocket expenses specified (including the fees and disbursements of their counsel) reasonably incurred by such persons in connection with this Agreement or the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 2 contracts
Samples: Underwriting Agreement (Level 3 Delaware Holdings Inc), Commonwealth Telephone Enterprises Inc /New/
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to subscribe for and purchase Units Shares that it has or they have agreed to subscribe for and purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to subscribe for and purchase is not more than one-tenth of the aggregate number of the Units Shares to be subscribed for and purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to subscribe for and purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to subscribe for and purchase pursuant to this Agreement be increased pursuant to this Section 10 13 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to subscribe for and purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be subscribed for and purchased on such date, and arrangements satisfactory to you you, the Company and the Partnership Selling Shareholders for the subscription and purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company, or the PartnershipSelling Shareholders. In any such case either you or the Partnership relevant Sellers shall have the right to postpone the 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 or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to subscribe for and purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be subscribed for and purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to subscribe for and purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) subscribe for and purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to subscribe for and purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of any Seller to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters any Seller shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 2 contracts
Samples: Underwriting Agreement (Ambarella Inc), Underwriting Agreement (Ambarella Inc)
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Shareholder for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Shareholder. In any such case either you or the Partnership relevant Sellers shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of any Seller to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters any Seller shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 2 contracts
Samples: Underwriting Agreement (Nii Holdings Inc), Underwriting Agreement (Motive Inc)
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 13 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such date, and arrangements satisfactory to you and the Partnership Selling Shareholders for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the PartnershipSelling Shareholders. In any such case either you or the Partnership Selling Shareholders shall have the right to postpone the 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 or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of the Company or PBF LLC or any Selling Shareholder to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason the Company or (b) the Underwriters PBF LLC or any Selling Shareholder shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, Company and PBF LLC and the Partnership Entities Selling Shareholders will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the reasonable fees and disbursements of their external counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 2 contracts
Samples: Underwriting Agreement (PBF Energy Inc.), Underwriting Agreement (PBF Energy Inc.)
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Shareholders for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Shareholders. In any such case either you or the Partnership relevant Sellers shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-one- tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Datepurchased, the non-non- defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units to be sold on such Option Closing Date Shares or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of any Seller to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters any Seller shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 2 contracts
Samples: Underwriting Agreement (Vignette Corp), Drugstore Com Inc
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Shareholders for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Shareholders. In any such case either you or the Partnership relevant Sellers shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of any Seller to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters any Seller shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the reasonable fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 2 contracts
Samples: Underwriting Agreement (Wellcare Health Plans, Inc.), Underwriting Agreement (Wellcare Health Plans, Inc.)
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II I bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Stockholder for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Stockholder. In any such case either you or the Partnership Selling Stockholder shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of the Company or the Selling Stockholder to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason the Company or (b) the Underwriters Selling Stockholder shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except the Company or the Selling Stockholder as specified in the following sentence, the Partnership Entities case may be will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 2 contracts
Samples: Underwriting Agreement (Genworth Financial Inc), Genworth Financial Inc
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth one‑tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting non‑defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 12 by an amount in excess of one-ninth one‑ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such date, and arrangements satisfactory to you you, the Company, Pluralsight LLC and the Partnership Selling Stockholders for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company, Pluralsight LLC or the PartnershipSelling Stockholders. In any such case either you you, the Company, Pluralsight LLC or the Partnership Selling Stockholders shall have the right to postpone the 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 or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail Underwriters, or any of them, pursuant to tender the Units for delivery to the Underwriters by reason Section 11 above or because of any failure, failure or refusal or inability on the part of the Company, Pluralsight LLC or the Selling Stockholders to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason the Company, Pluralsight LLC or (b) the Underwriters Selling Stockholders shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, thenthe Company and Pluralsight LLC, except as specified in the following sentencejointly and severally, the Partnership Entities will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 2 contracts
Samples: Underwriting Agreement (Pluralsight, Inc.), Underwriting Agreement (Pluralsight, Inc.)
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Shareholders for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Shareholders. In any such case either you you, the Company or the Partnership relevant Selling Shareholders shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such the Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such the Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of the Company or any Selling Shareholder to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason the Company or (b) the Underwriters any Selling Shareholder shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 2 contracts
Samples: Underwriting Agreement (Chicago Mercantile Exchange Holdings Inc), Underwriting Agreement (Chicago Mercantile Exchange Holdings Inc)
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 12 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Shareholders for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Shareholders. In any such case either you or the Partnership relevant Sellers shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of any Seller to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters any Seller shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Unitsoffering contemplated hereunder; provided, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If however, that if this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 12 by reason of the default of one or more Underwriters, neither the Partnership Entities Company nor the Selling Shareholders shall not be obligated to reimburse any such defaulting Underwriter on account of those expensesfor such defaulting Underwriter’s out-of-pocket expenses incurred by it in connection with this Agreement or the offering contemplated hereby.
Appears in 2 contracts
Samples: Underwriting Agreement (International Securities Exchange, Inc.), Underwriting Agreement (International Securities Exchange, Inc.)
Effectiveness; Defaulting Underwriters. This Agreement shall -------------------------------------- become effective upon the later of (x) execution and delivery hereof by the parties heretohereto and (y) release of notification of the effectiveness of the Registration Statement by the Commission. If, on the Closing Date or an the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II I bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting nondefaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement Section 2 be increased pursuant to this Section 10 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date or the Option Closing Date, as the case may be, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such date, and arrangements satisfactory to you and the Partnership Company for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Stockholders. In any such case either you or the Partnership Company shall have the right to postpone the Closing Date or the Option Closing Date, as the case may be, 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units and the aggregate number of Additional Units with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of any Seller to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters any Seller shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Seller will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 2 contracts
Samples: Underwriting Agreement (Rental Service Corp), Underwriting Agreement (Rental Service Corp)
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Shareholders for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Shareholders. In any such case either you or the Partnership relevant Sellers shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of any Seller to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters any Seller shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 2 contracts
Samples: Fairpoint Communications Inc, Underwriting Agreement (Urs Corp /New/)
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II I bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Stockholder for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Stockholder. In any such case either you you, the Company or the Partnership Selling Stockholder shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any -26- Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of the Company or the Selling Stockholder to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason the Company or (b) the Underwriters Selling Stockholder shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, thenthe Company and the Selling Stockholder, except as specified in the following sentencejointly and severally, the Partnership Entities will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder, but the Company and the proposed purchase of the Units, and upon demand the Partnership Entities Selling Stockholder shall pay the full amount thereof then be under no further liability to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than you except as specified provided in Sections 9(ii))1, the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expenses8 and 9.
Appears in 2 contracts
Samples: Underwriting Agreement (Todco), Underwriting Agreement (Todco)
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II I bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 12 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such date, and arrangements satisfactory to you you, the Company and the Partnership Selling Shareholder for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the PartnershipCompany. In any such case either you you, the Company or the Partnership Selling Shareholder shall have the right to postpone the 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 or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of the Company to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters Company shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 2 contracts
Samples: WillScot Mobile Mini Holdings Corp., WillScot Mobile Mini Holdings Corp.
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule I or Schedule II bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided PROVIDED that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you and the Partnership Selling Shareholder for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the PartnershipSelling Shareholder. In any such case either you or the Partnership Selling Shareholder shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. IfIf this Agreement shall be terminated by the Underwriters, on an Option Closing Dateor any of them, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units and the aggregate number of Additional Units with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect because of any default of such Underwriter under this Agreement. If the Partnership shall fail to tender the Units for delivery to the Underwriters by reason of any failure, failure or refusal or inability on the part of the Company or the Selling Shareholder to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason the Company or (b) the Underwriters Selling Shareholder shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, thenthe party that has failed or refused to comply with the terms or fulfill any condition of this Agreement or that was unable to perform its obligations, except as specified in the following sentencecase may be, the Partnership Entities will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Samples: Alliant Techsystems Inc
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you Xxxxxx Xxxxxxx may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 13 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such date, and arrangements satisfactory to you Xxxxxx Xxxxxxx, the Company and the Partnership Selling Shareholder for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Shareholder. In any such case either you Xxxxxx Xxxxxxx or the Partnership relevant Selling Shareholder shall have the right to postpone the 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 or in any other documents or arrangements may be effected. IfIf this Agreement shall be terminated by the Underwriters, on an Option Closing Dateor any of them, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units and the aggregate number of Additional Units with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect because of any default of such Underwriter under this Agreement. If the Partnership shall fail to tender the Units for delivery to the Underwriters by reason of any failure, failure or refusal or inability on the part of the TKO Parties or the Selling Shareholder to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason the TKO Parties or (b) the Underwriters Selling Shareholder shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Selling Shareholder will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Samples: TKO Group Holdings, Inc.
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Shareholders for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Shareholders. In any such case either you or the Partnership relevant Selling Shareholders shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of the Company or any Selling Shareholder to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason the Company or (b) the Underwriters any Selling Shareholder shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, Company and the Partnership Entities Selling Shareholders will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to subscribe for and purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to subscribe for and purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased subscribed for and on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to subscribe for and purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to subscribe for and purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to subscribe for and purchase pursuant to this Agreement be increased pursuant to this Section 10 14 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to subscribe for and purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be subscribed for and purchased on such date, and arrangements satisfactory to you you, the Company and the Partnership Selling Shareholder for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Shareholder. In any such case either you or the Partnership relevant Sellers shall have the right to postpone the 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 or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to subscribe for and purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be subscribed for and purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to subscribe for and purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) subscribe for and purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to subscribe for and purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of any Seller to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters any Seller shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Samples: Underwriting Agreement (Atento S.A.)
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II I bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 12 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Stockholders for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Stockholders. In any such case either you or the Partnership Company shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of any Seller to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters any Seller shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II I bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Stockholders for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the PartnershipCompany. In any such case case, either you or the Partnership Company shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Datepurchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units to be sold on such Option Closing Date Shares or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of any Seller to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters any Seller shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II I bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Shareholder for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Shareholder. In any such case either you or the Partnership relevant Sellers shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of any Seller to comply with the terms or to fulfill any of the Partnership Entities conditions of this Agreement or because of any termination pursuant to perform any agreement on its part to be performedsubsection (ii) of paragraph 10 hereof, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters any Seller shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Samples: Underwriting Agreement (Seagate Technology Holdings)
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II I bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 13 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such date, and arrangements satisfactory to you you, the Company and Israel Corporation, on behalf of itself and the Partnership other Selling Shareholders, for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Shareholders. In any such case either you or Israel Corporation, on behalf of itself and the Partnership other Selling Shareholders, shall have the right to postpone the 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 or in any other documents or arrangements may be effected. If, on an the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such the Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such the Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of the Company to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters Company shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of offering contemplated hereunder, or the Units, and upon demand Forward Sale Agreements or the Partnership Entities shall pay the full amount thereof to the Managerstransactions contemplated thereunder. If this Agreement is shall be terminated (i) pursuant to Section 9 by the Underwriters, or any of them, because of any failure or refusal on the occurrence part of the Selling Shareholders to comply with the terms or to fulfill any event specified in Section 9 (of the conditions of this Agreement, or if for any reason the Selling Shareholders shall be unable to perform their obligations under this Agreement, Israel Corporation, on behalf of itself and the other than as specified in Sections 9(ii))Selling Shareholders, the Partnership Entities shall not be obligated to will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for any all out-of-pocket expenses specified (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the immediately preceding sentence offering contemplated hereunder, or (ii) pursuant to this Section 10 by reason of the default of one Forward Sale Agreements or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensestransactions contemplated thereunder.
Appears in 1 contract
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II A bears to the aggregate number of Firm Units the Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you the Representative may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 15 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such date, and arrangements satisfactory to you and the Partnership Representative, the Company for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the PartnershipCompany. In any such case either you the Representative or the Partnership Company shall have the right to postpone the 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 or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date (provided that if such default occurs with respect to Additional Shares after the Closing Date, this Agreement will not terminate as to the Firm Shares or any Additional Shares purchased prior to such termination) or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. For the avoidance of doubt but subject to the first sentence of this paragraph, none of the non-defaulting Underwriters shall be held liable to the Company or any other party in respect of any default of any defaulting Underwriter. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of the Company to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters Company shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Firm Shares or Additional Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Firm Shares or Additional Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units each of such securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II I bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Firm Shares or Additional Shares, as applicable, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Firm Shares or Additional Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units such securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such date, and arrangements satisfactory to you and the Partnership Company for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the PartnershipCompany. In any such case case, either you or the Partnership Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in to the Registration Statement, in to the Time of Sale Prospectus, in to the Prospectus or in to any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of the Company to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement conditions of this Agreement, the unavailability of the Firm Shares on its part the Closing Date to be performeddelivered as contemplated in Section 4 of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters Company shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Samples: Underwriting Agreement (Palm Inc)
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Stockholders for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Stockholders. In any such case either you or the Partnership relevant Sellers shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of any Seller to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters any Seller shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the reasonable fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Stockholders for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Stockholders. In any such case either you or the Partnership relevant Sellers shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units and the aggregate number of Additional Units with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If the Partnership shall fail to tender the Units for delivery to the Underwriters by reason of any failure, refusal or inability on the part of any of the Partnership Entities to perform any agreement on its part to be performed, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled for any reason or (b) the Underwriters shall decline to purchase the Units for any reason permitted under this Agreement, then, except as specified in the following sentence, the Partnership Entities will reimburse the Underwriters for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) incurred by Underwriters in connection with this Agreement and the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.any
Appears in 1 contract
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II I hereto bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such date, and arrangements satisfactory to you and the Partnership Company for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company, the General Partner or the Operating Partnership. In any such case either you or the Partnership Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration StatementStatements, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of the Company to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters Company shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II I bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Shareholders for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Shareholders. In any such case either you or the Partnership relevant Sellers shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of any Seller to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters any Seller shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II I bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Stockholders for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Stockholders. In any such case either you or the Partnership relevant Sellers shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of any Seller to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters any Seller shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Samples: Barrier Therapeutics Inc
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you the Representatives may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 14 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such date, and arrangements satisfactory to you the Representatives, the Company [and the Partnership Selling Shareholders] for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company [or the PartnershipSelling Shareholders]. In any such case either you the Representatives or the Partnership [Company] [relevant Sellers] shall have the right to postpone the 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 or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of [the Company] [any Seller] to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) [the Underwriters Company] [any Seller] shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities [Company] [Sellers] will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Samples: Underwriting Agreement (Integral Ad Science Holding LLC)
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Shareholders for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Shareholders. In any such case either you or the Partnership relevant Company and/or Selling Shareholders shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Datepurchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units to be sold on such Option Closing Date Shares or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of the Company or any Selling Shareholder to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason the Company or (b) the Underwriters any Selling Shareholder shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, Company and the Partnership Entities Selling Shareholders will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Shareholder for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Shareholder. In any such case either you or the Partnership Selling Shareholder shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of the Company or the Selling Shareholder to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason the Company or (b) the Underwriters Selling Shareholder shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except the Company or Selling Shareholder as specified in the following sentence, the Partnership Entities case may be will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Samples: Underwriting Agreement (St Joe Co)
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Stockholders for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Stockholders. In any such case either you or the Partnership relevant Sellers shall have the right to postpone the 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, Statements and in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of any Seller to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters any Seller shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II I hereto bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such date, and arrangements satisfactory to you and the Partnership Company for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company, the General Partner or the Operating Partnership. In any such case either you or the Partnership Company shall have the right to postpone the 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 or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of the Company, General Partner, or Operating Partnership to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason the Company, General Partner, or (b) the Underwriters Operating Partnership shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Shareholders for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Shareholders. In any such case either you or the Partnership relevant Selling Shareholders shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Datepurchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units to be sold on such Option Closing Date Shares or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of the Company or any Selling Shareholder to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason the Company or (b) the Underwriters any Selling Shareholder shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, thenthe Company (if such termination results from a failure or breach by the Company and not the Selling Shareholders), except as specified in or each of Selling Shareholders (to the following sentenceextent such termination results from a failure or breach by any of the Selling Shareholders and not the Company), or the Partnership Entities Company and the Selling Shareholders (if such termination results from the failure or breach by the Company and one or more Selling Shareholders) will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managersoffering contemplated hereunder. If No Selling Shareholder that fully performs its obligations under this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not will be obligated to reimburse the Underwriters for make any expenses specified in the immediately preceding sentence or (ii) pursuant to payment under this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expenses11.
Appears in 1 contract
Samples: Coors Adolph Co
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II I bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Stockholder for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Stockholder. In any such case either you you, the Company or the Partnership Selling Stockholder shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any -27- defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of the Company or the Selling Stockholder to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason the Company or (b) the Underwriters Selling Stockholder shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, thenthe Company and the Selling Stockholder, except as specified in the following sentencejointly and severally, the Partnership Entities will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder, but the Company and the proposed purchase of the Units, and upon demand the Partnership Entities Selling Stockholder shall pay the full amount thereof then be under no further liability to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than you except as specified provided in Sections 9(ii))1, the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expenses8 and 9.
Appears in 1 contract
Samples: Underwriting Agreement (Todco)
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Stockholder for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Stockholder. In any such case either you or the Partnership Selling Stockholder, shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Datepurchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units to be sold on such Option Closing Date Shares or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure or refusal on the part of the Selling Stockholder or the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Selling Stockholder or the Company shall be unable to perform its obligations under this Agreement, the party whose failure, refusal or inability on the part of any of the Partnership Entities to perform any agreement on its part to be performed, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled for any reason or (b) the Underwriters shall decline to purchase the Units for any reason permitted under this Agreement, then, except as specified in the following sentence, the Partnership Entities caused such termination will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Samples: St Joe Paper Co
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Shareholders for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Shareholders. In any such case either you or the Partnership relevant Sellers shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of any Seller to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters any Seller shall decline be unable to purchase the Units for any reason permitted perform its obligations under this AgreementAgreement (as applicable, then, except as specified in the following sentencea “Defaulting Seller”), the Partnership Entities Company and any Selling Shareholder who was a Defaulting Seller (a “Defaulting Shareholder”) will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase offering contemplated hereunder; provided however, that a Selling Shareholder who was not a Defaulting Shareholder shall not have any liability under this paragraph. The liability of the UnitsCompany and each Defaulting Shareholder under this paragraph shall be several and pro rata based upon the proportion that the number of Shares proposed to be sold by the Company or such Defaulting Shareholder, and upon demand the Partnership Entities shall pay the full amount thereof respectively, bears to the Managers. If this Agreement is terminated (i) pursuant total number of Shares to Section 9 because of be sold by the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesCompany and all Defaulting Shareholders.
Appears in 1 contract
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 13 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such date, and arrangements satisfactory to you you, the Company and the Partnership Sellers for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSellers. In any such case either you or the Partnership Sellers shall have the right to postpone the 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 or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of the Company or the Sellers to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason the Company or (b) any of the Underwriters Sellers shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II I bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting nondefaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Stockholders for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter nondefaulting Underwriter, the Company or the PartnershipSelling Stockholders. In any such case either you or the Partnership relevant Sellers shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Datepurchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units to be sold on such Option Closing Date Shares or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of any Seller to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters any Seller shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) incurred by Underwriters in connection with this Agreement and the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.reasonably
Appears in 1 contract
Samples: Allegiance Telecom Inc
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II I bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you the Representatives may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such date, and arrangements satisfactory to you the Representatives and the Partnership Company for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the PartnershipCompany. In any such case either you the Representatives or the Partnership Company shall have the right to postpone the 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 or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of the Company to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters Company shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally in proportion to the respective number of Shares sold by the Company for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Samples: Investment Management Agreement (Horizon Technology Finance Corp)
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you and the Partnership Company and the Selling Shareholders for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Shareholders. In any such case either you or the Partnership relevant Sellers shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Datepurchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units to be sold on such Option Closing Date Shares or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of any Seller to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters any Seller shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Samples: Underwriting Agreement (Professional Detailing Inc)
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Shareholders for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Shareholders. In any such case either you or the Partnership relevant Sellers shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of any Seller to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters any Seller shall decline be unable to purchase the Units for any reason permitted perform its obligations under this AgreementAgreement (as applicable, then, except as specified in the following sentencea "DEFAULTING SELLER"), the Partnership Entities Company and any Selling Shareholder who was a Defaulting Seller (a "DEFAULTING SHAREHOLDER") will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase offering contemplated hereunder; provided, however, that a Selling Shareholder who was not a Defaulting Shareholder shall not have any liability under this paragraph. The liability of the UnitsCompany and each Defaulting Shareholder under this paragraph shall be several and pro rata based upon the proportion that the number of Shares proposed to be sold by the Company or such Defaulting Shareholder, and upon demand the Partnership Entities shall pay the full amount thereof respectively, bears to the Managers. If this Agreement is terminated (i) pursuant total number of Shares to Section 9 because of be sold by the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesCompany and all Defaulting Shareholders.
Appears in 1 contract
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, If on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II and Schedule III hereto bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided PROVIDED that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Stockholder for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Stockholder. In any such case either you or the Partnership relevant Sellers shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units and the aggregate number of Additional Units with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of any Seller to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters any Seller shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities such Seller will reimburse the other Seller and the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Seller and such Underwriters in connection with this Agreement or the offering contemplated hereunder (including without limitation the fees and expenses paid or caused to be paid by the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) Underwriters pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii8 hereof)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.
Appears in 1 contract
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units set forth opposite their respective names in Schedule II I bears to the aggregate number of Firm Units set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such number of Units without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units and the aggregate number of Firm Units with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units to be purchased on such date, and arrangements satisfactory to you and the Partnership Parties for the purchase of such Firm Units are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the PartnershipPartnership Parties. In any such case either you or the Partnership Parties shall have the right to postpone the 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 or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units and the aggregate number of Additional Units with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of the Partnership Parties to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters Partnership Parties shall decline be unable to purchase the Units for any reason permitted perform their obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Parties will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the documented fees and disbursements of their external counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Shareholders for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Shareholders. In any such case either you or the Partnership relevant Sellers shall have the right to postpone the 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 or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of any Seller to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters any Seller shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the reasonable fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Samples: Underwriting Agreement (Wellcare Health Plans, Inc.)
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth 10% of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you the Representative may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 14 by an amount in excess of one-ninth 10% of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth 10% of the aggregate number of Firm Units Shares to be purchased on such date, and arrangements satisfactory to you the Representative, the Company and the Partnership Selling Stockholders for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Stockholders. In any such case either you Representative or the Partnership relevant Seller shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration StatementStatements, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth 10% of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of any Seller to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason any Seller shall be unable to perform its obligations under this Agreement (other than by reason of a default by the Underwriters or the occurrence of any of the events described in Section 12(i), (iii), (iv) or (b) the Underwriters shall decline to purchase the Units for any reason permitted under this Agreement, then, except as specified in the following sentencev)), the Partnership Entities Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable al out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof offering contemplated hereunder but subject to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified maximum amount set forth in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expenses9.
Appears in 1 contract
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II I bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Selling Stockholders and the Partnership Company for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Selling Stockholders or the PartnershipCompany. In any such case either you you, the Selling Stockholders or the Partnership Company shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership Underwriters, or any of them, because of any failure or refusal on the part of the Company or the Selling Stockholders to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company or the Selling Stockholders shall fail be unable to tender perform its obligations under this Agreement, the Units for delivery to Company, in the Underwriters by reason case of any failure, refusal or inability to perform on the part of the Company, or the Selling Stockholders, in the case of any failure, refusal or inability to perform on the part of the Partnership Entities to perform any agreement on its part to be performedSelling Stockholders, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled for any reason or (b) the Underwriters shall decline to purchase the Units for any reason permitted under this Agreement, then, except as specified in the following sentence, the Partnership Entities will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, only for all reasonable actual accountable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Samples: Underwriting Agreement (Premcor Inc)
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Stockholders for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Stockholder. In any such case case, either you or the Partnership Company shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Datepurchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units to be sold on such Option Closing Date Shares or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of any Seller to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters any Seller shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Samples: Ventro Corp
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to subscribe for and purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to subscribe for and purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased subscribed for and on such date, the other Underwriters shall be obligated severally and not jointly in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to subscribe for and purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to subscribe for and purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to subscribe for and purchase pursuant to this Agreement be increased pursuant to this Section 10 14 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to subscribe for and purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be subscribed for and purchased on such date, and arrangements satisfactory to you you, the Company and the Partnership Selling Shareholder for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Shareholder. In any such case either you or the Partnership Seller shall have the right to postpone the 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 or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to subscribe for and purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be subscribed for and purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to subscribe for and purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) subscribe for and purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to subscribe for and purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of the Seller to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters Seller shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Seller will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Samples: Atento S.A.
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II I bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such date, and arrangements satisfactory to you you, the Company and the Partnership Desert Newco for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipDesert Newco. In any such case either you case, you, the Company or the Partnership Desert Newco shall have the right to postpone the 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 or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of the Company or Desert Newco to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason the Company or (b) the Underwriters Desert Newco shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, thenthe Company and Desert Newco, except as specified in the following sentencejointly and severally, the Partnership Entities will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable documented out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-one- tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Shareholders for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Shareholders. In any such case either you or the Partnership relevant Sellers shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Datepurchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units to be sold on such Option Closing Date Shares or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of any Seller to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters any Seller shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II I bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Stockholder for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Stockholder. In any such case either you you, the Company or the Partnership Selling Stockholder shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of the Company or the Selling Stockholder to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason the Company or (b) the Underwriters Selling Stockholder shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, thenthe Company and the Selling Stockholder, except as specified in the following sentencejointly and severally, the Partnership Entities will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder, but the Company and the proposed purchase of the Units, and upon demand the Partnership Entities Selling Stockholder shall pay the full amount thereof then be under no further liability to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than you except as specified provided in Sections 9(ii))1, the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expenses8 and 9.
Appears in 1 contract
Samples: Underwriting Agreement (Todco)
Effectiveness; Defaulting Underwriters. This Agreement shall -------------------------------------- become effective upon the later of (x) execution and delivery hereof by the parties heretohereto and (y) release of notification of the effectiveness of the Registration Statement by the Commission. If, on the Closing Date or an the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II I bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting nondefaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the -------- number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement Section 2 be increased pursuant to this Section 10 9 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date or the Option Closing Date, as the case may be, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such date, and arrangements satisfactory to you and the Partnership Company for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the PartnershipCompany. In any such case either you or the Partnership Company shall have the right to postpone the Closing Date or the Option Closing Date, as the case may be, 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units and the aggregate number of Additional Units with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of the Company to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters Company shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-one- tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Stockholders for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Stockholders. In any such case either you you, the Company or the Partnership Selling Stockholders shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Datepurchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units to be sold on such Option Closing Date Shares or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, (i) because of any failure, failure or refusal or inability on the part of the Company to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performed, or because any conditions of this Agreement (other condition than due to the Underwriters’ obligations hereunder required to be fulfilled failure by the Partnership Entities is not fulfilled Selling Shareholders or the Underwriters to satisfy their respective conditions to the obligations of the Company described in the second to last paragraph of Section 6), (ii) pursuant to Section 10 or (iii) if for any reason or (b) the Underwriters Company shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Company will reimburse the Selling Stockholders and the Underwriters or such persons as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by Underwriters such persons in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managersoffering contemplated hereunder. If this Agreement is shall be terminated (i) pursuant to Section 9 by the Underwriters, or any of them, or the Company, because of any failure or refusal on the occurrence part of either Selling Stockholder to comply with the terms or to fulfill any event specified in Section 9 (other than as specified in Sections 9(ii))of the conditions of this Agreement, or if for any reason either Selling Stockholder shall be unable to perform its obligations under this Agreement, such Selling Stockholder will reimburse the Company, the Partnership Entities shall not be obligated to reimburse other Selling Stockholder and the Underwriters or such persons as have so terminated this Agreement with respect to themselves, severally, for any all out-of-pocket expenses specified (including the fees and disbursements of their counsel) reasonably incurred by such persons in connection with this Agreement or the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Samples: Sprint Corp
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II I bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Stockholder for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Stockholder. In any such case either you or the Partnership relevant Sellers shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Datepurchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units to be sold on such Option Closing Date Shares or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of any Seller to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters any Seller shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II I bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 12 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such date, and arrangements satisfactory to you and the Partnership Selling Stockholder for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company, RMCO or the PartnershipSelling Stockholder. In any such case either you or the Partnership Selling Stockholder shall have the right to postpone the 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 or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of the Company, RMCO or the Selling Stockholder to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason the Company, RMCO or (b) the Underwriters Selling Stockholder shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, thenwhich, except as specified in for purposes of this Section 12, shall not include termination by the following sentenceUnderwriters under clauses (i), (iii), (iv) or (v) of Section 11, the Partnership Entities Company, RMCO and the Selling Stockholder, jointly and severally, will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Shareholders for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Shareholders. In any such case either you or the Partnership relevant Sellers shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Datepurchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units to be sold on such Option Closing Date Shares or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of any Seller to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters any Seller shall decline to purchase the Units for any reason permitted under this Agreement, then, except as specified in the following sentence, the Partnership Entities will reimburse the Underwriters for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) incurred by Underwriters in connection with this Agreement and the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.unable to
Appears in 1 contract
Samples: Underwriting Agreement (Excite Inc)
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II I bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such date, and arrangements satisfactory to you and the Partnership Transaction Entities for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the PartnershipTransaction Entities. In any such case either you or the Partnership Transaction Entities shall have the right to postpone the 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 or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of the Transaction Entities to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters Transaction Entities shall decline be unable to purchase the Units for any reason permitted perform their obligations under this Agreement, then, except as specified in the following sentence, the Partnership Transaction Entities will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Samples: Underwriting Agreement (American Assets Trust, L.P.)
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an any Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II I bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such date, and arrangements satisfactory to you and the Partnership Company for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the PartnershipCompany, except that the provisions of Section 8 shall not terminate and shall remain in full force and effect. In any such case either you or the Partnership Company shall have the right to postpone the 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 or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date Date, or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of the Company to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters Company shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Shareholders for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Shareholders. In any such case either you or the Partnership relevant Sellers shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Datepurchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units to be sold on such Option Closing Date Shares or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of any Seller to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters Sellers shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II I bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Shareholder for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Shareholder. In any such case either you or the Partnership Company shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Datepurchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units to be sold on such Option Closing Date Shares or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of any Seller to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters any Seller shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable documented out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-one tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Stockholder for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Stockholder. In any such case either you or the Partnership relevant Sellers shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of any Seller to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters any Seller shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Samples: Rightnow Technologies Inc
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Shareholders for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, Company or the PartnershipSelling Shareholders. In any such case either you or the Partnership relevant Selling Shareholders shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of the Company or any Selling Shareholder to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason the Company or (b) the Underwriters any Selling Shareholder shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, Company and the Partnership Entities Selling Shareholders will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Samples: Underwriting Agreement (Montpelier Re Holdings LTD)
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II III bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Shareholders for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Shareholders. In any such case either you or the Partnership relevant Selling Shareholders shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of any Selling Shareholder to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters any Selling Shareholder shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Selling Shareholders will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Samples: Underwriting Agreement (Digitas Inc)
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II I bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Stockholders for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Stockholders. In any such case either you or the Partnership Company shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of any Seller to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters any Seller shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II I bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting nondefaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Shareholders for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter nondefaulting Underwriter, the Company or the PartnershipSelling Shareholders. In any such case either you or the Partnership relevant Sellers shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Datepurchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units to be sold on such Option Closing Date Shares or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of any Seller to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters any Seller shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 12 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such date, and arrangements satisfactory to you and each of the Partnership Sellers for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Shareholder. In any such case either you or either of the Partnership Sellers shall have the right to postpone the 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 or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of the Company or the Selling Shareholder to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason the Company or the Selling Shareholder (bor both) the Underwriters shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, thenthe Company or the Selling Shareholder (or both), except as specified in the following sentenceapplicable, the Partnership Entities will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Samples: Underwriting Agreement (Genco Shipping & Trading LTD)
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Shareholders for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Shareholders. In any such case either you or the Partnership Company shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Datepurchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units to be sold on such Option Closing Date Shares or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of any Seller to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters any Seller shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Shareholders for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Shareholders. In any such case either you or the Partnership Selling Shareholders shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of any Selling Shareholder or the Company to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason any Selling Shareholder or (b) the Underwriters Company shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Effectiveness; Defaulting Underwriters. This Agreement shall -------------------------------------- become effective upon the later of (x) execution and delivery hereof by the parties heretohereto and (y) release of notification of the effectiveness of the Original Registration Statement by the Commission. If, on the Closing Date or an the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II I bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting nondefaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the -------- number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement Section 2 be increased pursuant to this Section 10 9 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date or the Option Closing Date, as the case may be, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such date, and arrangements satisfactory to you and the Partnership Company for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the PartnershipCompany. In any such case either you or the Partnership Company shall have the right to postpone the Closing Date or the Option Closing Date, as the case may be, 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units and the aggregate number of Additional Units with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of the Company to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters Company shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Samples: Itc Deltacom Inc
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II I bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such date, and arrangements satisfactory to you and the Partnership Company for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the PartnershipCompany, except that the provisions of Section 8 hereof shall not terminate and shall remain in effect. In any such case either you or the Partnership Company shall have the right to postpone the 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 or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail Underwriters, or any of them, pursuant to tender the Units for delivery to the Underwriters by reason Section 10(ii) hereof or because of any failure, failure or refusal or inability on the part of the Company to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters Company shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the reasonable and documented fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II I bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 13 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Stockholders for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Stockholders. In any such case either you or the Partnership relevant Sellers shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Datepurchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units to be sold on such Option Closing Date Shares or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of any Seller to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters any Seller shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Stockholder for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Stockholder. In any such case either you you, the Company or the Partnership Selling Stockholder shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Datepurchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units to be sold on such Option Closing Date Shares or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, (i) because of any failure, failure or refusal or inability on the part of the Company to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performed, or because any conditions of this Agreement (other condition than due to the Underwriters’ obligations hereunder required to be fulfilled failure by the Partnership Entities is not fulfilled Selling Stockholder or the Underwriters to satisfy their respective conditions to the obligations of the Company described in the second to last paragraph of Section 6), (ii) pursuant to Section 10 or (iii) if for any reason the Company shall be unable to perform its obligations under this Agreement (other than due to the failure by the Selling Stockholder or (b) the Underwriters shall decline to purchase satisfy their respective conditions to the Units for any reason permitted under this Agreement, then, except as specified obligations of the Company described in the following sentencesecond to last paragraph of Section 6), the Partnership Entities Company will reimburse the Underwriters or such persons as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by Underwriters such persons in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managersoffering contemplated hereunder. If this Agreement is shall be terminated by the Underwriters, or any of them, (i) pursuant to Section 9 because of any failure or refusal on the occurrence part of the Selling Stockholder to comply with the terms or to fulfill any event specified in Section 9 (other than as specified in Sections 9(ii))of the conditions of this Agreement, or if for any reason the Selling Stockholder shall be unable to perform its obligations under this Agreement, the Partnership Entities shall not be obligated to Selling Stockholder will reimburse the Company and the Underwriters or such persons as have so terminated this Agreement with respect to themselves, severally, for any all out-of-pocket expenses specified (including the fees and disbursements of their counsel) reasonably incurred by such persons in connection with this Agreement or the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Samples: Underwriting Agreement (Sprint Corp)
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II I bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such date, and arrangements satisfactory to you you, the Company and the Partnership RMCO for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter RMCO or the PartnershipCompany. In any such case either you you, the Company or the Partnership RMCO shall have the right to postpone the 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 or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of the Company or RMCO to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason the Company or (b) the Underwriters RMCO shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, thenwhich, except as specified in for purposes of this Section 11, shall not include termination by the following sentenceUnderwriters under clauses (i), (iii), (iv) or (v) of Section 10, the Partnership Entities Company and RMCO, jointly and severally, will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may beapplicable, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth one‑tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II I bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting non‑defaulting Underwriters, or in such other proportions as you the Representative may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 9 by an amount in excess of one-ninth one‑ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth one‑tenth of the aggregate number of Firm Units Shares to be purchased on such date, and arrangements reasonably satisfactory to you the Representative and the Partnership Company for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting non‑defaulting Underwriter or the PartnershipCompany. In any such case case, either you the Representative or the Partnership Company shall have the right to postpone the 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 or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If the Partnership shall fail to tender the Units for delivery to the Underwriters by reason of any failure, refusal or inability on the part of any of the Partnership Entities to perform any agreement on its part to be performed, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled for any reason or (b) the Underwriters shall decline to purchase the Units for any reason permitted under this Agreement, then, except as specified in the following sentence, the Partnership Entities will reimburse the Underwriters for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) incurred by Underwriters in connection with this Agreement and the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.
Appears in 1 contract
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to subscribe for or purchase Units Shares that it has or they have agreed to subscribe for or purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to subscribe for or purchase is not more than one-tenth of the aggregate number of the Units Shares to be issued or purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II I bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to subscribe for or purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to subscribe for or purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to subscribe for or purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to subscribe for or purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be subscribed for or purchased on such date, and arrangements satisfactory to you and you, the Partnership Company for the subscription for or purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the PartnershipCompany. In any such case either you or the Partnership Company shall have the right to postpone the 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 or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, solely because of any failure, failure or refusal or inability on the part of the Company to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters Company shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Stockholder for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Stockholder. In any such case either you or the Partnership relevant Sellers shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of any Seller to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters any Seller shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the reasonable fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Stockholders for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Stockholders. In any such case either you or the Partnership relevant Sellers shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-one- tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Datepurchased, the non-non- defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units to be sold on such Option Closing Date Shares or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of any Seller to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters any Seller shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Samples: Underwriting Agreement (Diamond Technology Partners Inc)
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 12 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Shareholders for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Shareholders. In any such case either you or the Partnership relevant Sellers shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Datepurchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units to be sold on such Option Closing Date Shares or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of any Seller to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters any Seller shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Samples: Vignette Corp
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II I bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Shareholder for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Shareholder. In any such case either you or the Partnership relevant Sellers shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of any Seller or Old Journal to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason any Seller or (b) the Underwriters Old Journal shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Company and Old Journal will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the reasonable fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Samples: Underwriting Agreement (Journal Co)
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 12 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Stockholders for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Stockholders. In any such case either you or the Partnership relevant Sellers shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of any Seller to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters any Seller shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Samples: Underwriting Agreement (Sirf Technology Holdings Inc)
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 12 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Shareholders for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Shareholders. In any such case either you or the Partnership relevant Selling Shareholder or the Company shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of any of the Partnership Entities Selling Shareholders, the Company or LuxSub to perform comply with the terms or to fulfill any agreement on its part to be performedof the conditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason any of the Selling Shareholders, the Company or (b) the Underwriters LuxSub shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, thenthe Selling Shareholders will, except as specified in the following sentencejointly and severally, the Partnership Entities will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase offering contemplated hereunder. The provisions of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse supersede or otherwise affect any agreement that the Underwriters Selling Shareholders may otherwise have for any the allocation of such expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesamong themselves.
Appears in 1 contract
Samples: Underwriting Agreement (Monday LTD)
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 12 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Shareholders for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Shareholders. In any such case either you or the Partnership relevant Sellers shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If the Partnership shall fail to tender the Units for delivery to the Underwriters by reason of any failure, refusal or inability on the part of any of the Partnership Entities to perform any agreement on its part to be performed, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled for any reason or (b) the Underwriters shall decline to purchase the Units for any reason permitted under this Agreement, then, except as specified in the following sentence, the Partnership Entities will reimburse the Underwriters for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) incurred by Underwriters in connection with this Agreement and the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.
Appears in 1 contract
Samples: Underwriting Agreement (Advance America, Cash Advance Centers, Inc.)
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you and the Partnership Selling Shareholders for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Shareholders. In any such case either you or the Partnership relevant Selling Shareholders shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effectedaffected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of the Company or any Selling Shareholder to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason the Company or (b) the Underwriters any Selling Shareholder shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, Company and the Partnership Entities Selling Shareholder will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the reasonable fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Samples: Underwriting Agreement (Wellcare Health Plans, Inc.)
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II I bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Stockholder for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Stockholder. In any such case either you you, the Company or the Partnership Selling Stockholder shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of the Company or the Selling Stockholder to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason the Company or (b) the Underwriters Selling Stockholder shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder, but the Company and the proposed purchase of the Units, and upon demand the Partnership Entities Selling Stockholder shall pay the full amount thereof then be under no further liability to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than you except as specified provided in Sections 9(ii))1, the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expenses8 and 9.
Appears in 1 contract
Samples: Underwriting Agreement (Todco)
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II I bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Shareholder for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Shareholder. In any such case either you or the Partnership relevant Sellers shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of any Seller or Old Journal to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason any Seller or (b) the Underwriters Old Journal shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Sellers and Old Journal will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Samples: Journal Co
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Stockholders for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Stockholders. In any such case either you or the Partnership relevant Sellers shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of the Company or any of the Partnership Entities Selling Stockholders to perform comply with the terms or to fulfill any agreement on its part to be performedof the conditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason the Company or (b) any of the Underwriters Selling Stockholders shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, Company and the Partnership Entities Selling Stockholders will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the reasonable fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II I bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-non- defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Shareholders for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Shareholders. In any such case either you or the Partnership relevant Sellers shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-one- tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Datepurchased, the non-non- defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units to be sold on such Option Closing Date Shares or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of the Company to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters Company shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managersoffering contemplated hereunder. If this Agreement is shall be terminated (i) pursuant to Section 9 by the Underwriters, or any of them, because of any failure or refusal on the occurrence part of the Selling Shareholders to comply with the terms or to fulfill any event specified in Section 9 (other than as specified in Sections 9(ii))of the conditions of this Agreement, or if for any reason the Selling Shareholders shall be unable to perform their obligations under this Agreement, the Partnership Entities shall not be obligated to Selling Shareholders will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for any all out-of-pocket expenses specified (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Samples: Immunex Corp /De/
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the later of (x) execution and delivery hereof by the parties heretohereto and (y) release of notification of the effectiveness of the Registration Statement by the Commission. If, on the Closing Date or an the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II III bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date or the Option Closing Date, as the case may be, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units to be purchased on such date, and arrangements satisfactory to you and the Partnership for the purchase of such Firm Units are not made within 36 hours after such default, If this Agreement shall terminate without liability be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any non-defaulting Underwriter the Company to comply with the terms or the Partnership. In any such case either you or the Partnership shall have the right to postpone the 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 or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units and the aggregate number of Additional Units with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If the Partnership shall fail to tender the Units for delivery to the Underwriters by reason of any failure, refusal or inability on the part of fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters Company shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth one‑tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting non‑defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 13 by an amount in excess of one-ninth one‑ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth one‑tenth of the aggregate number of Firm Units Shares to be purchased on such date, and arrangements satisfactory to you you, the Company, Desert Newco and the Partnership Selling Shareholders for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter non‑defaulting Underwriter, the Company, Desert Newco or the PartnershipSelling Shareholders. In any such case either you you, the Company, Desert Newco or the Partnership relevant Sellers shall have the right to postpone the 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 or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of the Company, Desert Newco or any Selling Shareholder to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason the Company, Desert Newco or (b) the Underwriters any Selling Shareholder shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Company and Desert Newco will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket documented out‑of‑pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expensesoffering contemplated hereunder.
Appears in 1 contract
Samples: GoDaddy Inc.
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Shareholders for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Shareholders. In any such case either you or the Partnership relevant Sellers shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Partnership shall fail to tender the Units for delivery to the Underwriters by reason Underwriters, or any of them, because of any failure, failure or refusal or inability on the part of any Seller to comply with the terms or to fulfill any of the Partnership Entities to perform any agreement on its part to be performedconditions of this Agreement, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled if for any reason or (b) the Underwriters any Seller shall decline be unable to purchase the Units for any reason permitted perform its obligations under this Agreement, then, except as specified in the following sentence, the Partnership Entities Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and or the proposed purchase of the Unitsoffering contemplated hereunder; provided, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If however, that if this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 11 by reason of the default of one or more Underwriters, neither the Partnership Entities Company nor the Selling Shareholders shall not be obligated to reimburse any such defaulting Underwriter on account of those expensesfor such defaulting Underwriter’s out-of-pocket expenses incurred by it in connection with this Agreement or the offering contemplated hereby.
Appears in 1 contract
Samples: Underwriting Agreement (International Securities Exchange, Inc.)
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may beapplicable, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II I bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you the Representative may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 9 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such date, and arrangements satisfactory to you the Representative and the Partnership Company for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the PartnershipCompany. In any such case case, either you the Representative or the Partnership Company shall have the right to postpone the 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 or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units Shares and the aggregate number of Additional Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If the Partnership shall fail to tender the Units for delivery to the Underwriters by reason of any failure, refusal or inability on the part of any of the Partnership Entities to perform any agreement on its part to be performed, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled for any reason or (b) the Underwriters shall decline to purchase the Units for any reason permitted under this Agreement, then, except as specified in the following sentence, the Partnership Entities will reimburse the Underwriters for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) incurred by Underwriters in connection with this Agreement and the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.
Appears in 1 contract
Samples: 1 (Twin Disc Inc)
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units Shares set forth opposite their respective names in Schedule II I bears to the aggregate number of Firm Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-ninth of such number of Units Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units Shares and the aggregate number of Firm Units Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units Shares to be purchased on such datepurchased, and arrangements satisfactory to you you, the Company and the Partnership Selling Stockholder for the purchase of such Firm Units Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the PartnershipSelling Stockholder. In any such case either you you, the Company or the Partnership Selling Stockholder shall have the right to postpone the 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, Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units and the aggregate number of Additional Units with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If the Partnership shall fail to tender the Units for delivery to the Underwriters by reason of any failure, refusal or inability on the part of any of the Partnership Entities to perform any agreement on its part to be performed, or because any other condition to the Underwriters’ obligations hereunder required to be fulfilled by the Partnership Entities is not fulfilled for any reason or (b) the Underwriters shall decline to purchase the Units for any reason permitted under this Agreement, then, except as specified in the following sentence, the Partnership Entities will reimburse the Underwriters for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) incurred by Underwriters in connection with this Agreement and the proposed purchase of the Units, and upon demand the Partnership Entities shall pay the full amount thereof to the Managers. If this Agreement is terminated (i) pursuant to Section 9 because of the occurrence of any event specified in Section 9 (other than as specified in Sections 9(ii)), the Partnership Entities shall not be obligated to reimburse the Underwriters for any expenses specified in the immediately preceding sentence or (ii) pursuant to this Section 10 by reason of the default of one or more Underwriters, the Partnership Entities shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.any
Appears in 1 contract
