Several underwriting commitments Sample Clauses

Several underwriting commitments. Upon and subject to the terms and conditions of this Agreement and in reliance upon the Warranties, if and to the extent that by 12:00 noon on the Acceptance Date there shall remain any Hong Kong Offer Shares which have not been applied for pursuant to Accepted Hong Kong Public Offering Applications (a “Hong Kong Public Offering Under-Subscription”), the Hong Kong Underwriters (other than any Hong Kong Underwriter whose Hong Kong Public Offering Underwriting Commitment has been reduced by the Hong Kong Underwriter’s Applications of such Hong Kong Underwriter to zero pursuant to the provisions of Clause 4.7) shall, subject as provided in Clauses 4.10 and 4.12, procure applications to purchase, or failing which themselves as principals apply to purchase, the number of Hong Kong Offer Shares remaining available as a result of the Hong Kong Public Offering Under-Subscription (the “Unsold Hong Kong Offer Shares”) in accordance with the terms and conditions set out in the Hong Kong Public Offering Documents (other than as to the deadline for making the application), provided that:
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Several underwriting commitments. Upon and subject to the terms and conditions of this Agreement and in reliance upon the Warranties, if and to the extent that by 12:00 noon on the Acceptance Date there shall remain any Hong Kong Offer Shares which have not been applied for pursuant to Accepted Hong Kong Public Offering Applications (a “Hong Kong Public Offering Under-Subscription”), the Hong Kong Underwriters (other than any Hong Kong Underwriter whose Hong Kong Public Offering Underwriting Commitment has been reduced by the Hong Kong
Sample 1Sample 2
Several underwriting commitments. On and subject to the terms and conditions of this Agreement and in reliance upon the Warranties, if and to the extent that, by 12:00 noon on the Acceptance Date, there shall remain any Hong Kong Offer Shares which have not been validly applied for pursuant to Accepted Hong Kong Public Offering Applications (including Underwriter’s Hong Kong Public Offering Applications) or in respect of which payment has not been cleared (a “Hong Kong Public Offering Under-Subscription”), the Hong Kong Underwriters (other than any Hong Kong Underwriter whose Hong Kong Public Offering Underwriting Commitment has been reduced by Underwriter’s Hong Kong Public Offering Applications to zero pursuant to Clause 3.4.1) shall, subject as provided in Clauses 2.7 and 3.4.7, apply or procure applications for such respective number of Hong Kong Offer Shares in aggregate representing the shortfall in the Hong Kong Public Offering Under- Subscription at the Offer Price (“
Sample 1
Several underwriting commitments. On and subject to the terms and conditions of this Agreement and in reliance upon the Warranties, if and to the extent that, by 12:00 noon on the Acceptance Date, there shall remain any Hong Kong Offer Shares which have not been validly applied for pursuant to Accepted Hong Kong Public Offering Applications (including Underwriter’s Hong Kong Public Offering Applications) or in respect of which payment has not been cleared (a “Hong Kong Public Offering Under- Subscription”), the Hong Kong Underwriters (other than any Hong Kong Underwriter whose Hong Kong Public Offering Underwriting Commitment has been reduced by its Hong Kong Public Offering Applications to zero pursuant to Clause 3.4.1) shall, subject as provided in Clauses 2.4 and 3.4.7, apply or procure applications for such respective number of Hong Kong Offer Shares in aggregate representing the shortfall in the Hong Kong Public Offering Under-Subscription at the Offer Price in accordance with the terms and conditions set out in the Hong Kong Public Offering Documents (other than as to the deadline for making Hong Kong Public Offering Applications and the terms of payment) and shall pay or procure to be paid the full amount payable on application (plus Brokerage, Fees and Levies) in accordance with Clause 3.4.6, provided that the obligations of the Hong Kong Underwriters shall be several (and not joint or joint and several) and that the number of Hong Kong Offer Shares each Hong Kong Underwriter is required to apply or procure application shall not exceed the maximum number of Hong Kong Offer Shares to be set out. If there is no Hong Kong Public Offering Under-Subscription, then the obligations of the Hong Kong Underwriters in relation to the Hong Kong Public Offering shall forthwith cease.
Sample 1
Several underwriting commitments. Upon the terms and subject to the conditions of this Agreement and in reliance upon the Warranties, if and to the extent that, by 12:00 noon on the Acceptance Date, there shall remain any Initial Public Offer Shares for which Valid Applications, as subsequently calculated, have not been received (an Under-Subscription), the Hong Kong Underwriters shall, subject to and after taking account of any reallocation of Shares to the International Offering pursuant to clause 6.7, apply or procure applications for such number of Hong Kong Offer Shares as represents the shortfall at the Offer Price in accordance with the terms and conditions set out in the Hong Kong Offering Documents (other than as to the deadline for making the application and payment and save as provided in this clause 6) and shall pay or procure to be paid the net amount payable on application for such shares in HK dollars as provided in accordance with clause 6.6 PROVIDED THAT the obligations of the Hong Kong Underwriters in respect of Hong Kong Offer Shares under this sub-clause shall be several (and not joint and several) on the basis that each Hong Kong Underwriter shall apply or procure applications for such number of Hong Kong Offer Shares to which this sub-clause applies in the proportions set out against its name in the column headed "Percentage of Hong Kong Public Offering Underwritten" in Schedule 1.
Sample 1
Several underwriting commitments. On and subject to the terms and conditions of this Agreement and in reliance upon the Warranties, if and to the extent that, by 12:00 noon on the Acceptance Date, there shall remain any Public Offer Shares which have not been validly applied for pursuant to Accepted Public Offer Applications or in respect of which payment has not been cleared (a "PUBLIC OFFER UNDER-SUBSCRIPTION"), the Public Offer Underwriters (other than any Public Offer Underwriter whose Public Offer Underwriting Commitment has been reduced by Relevant Public Offer Applications to zero pursuant to Clause 3.4.1) shall, subject as provided in Clause 3.4.7, apply or procure applications for such Public Offer Shares at the Offer Price in accordance with the terms and conditions set out in the Public Offer Documents (other than as to the deadline for making Public Offer Applications and the terms of payment) and shall pay or procure to be paid the full amount payable on application (plus Brokerage, Fee and Levies) in accordance with Clause 3.4.6, provided that the obligations of the Public Offer Underwriters in respect of such Public Offer Shares under this Clause 3.4.2 shall be several (and not joint or joint and several) on the basis that each Public Offer Underwriter shall apply or procure applications for the number of such Public Offer Shares up to but not exceeding the number of Public Offer Shares calculated by applying the percentage set opposite the name of such Public Offer Underwriter in column (II) below to the total number of Public Offer Shares finally determined, subject to adjustment as referred to in Clauses 2.3 and 2.4 (if applicable) and each Public Offer Underwriter's obligations in respect of such Public Offer Shares shall be borne in the proportion which:
Sample 1
Several underwriting commitments. Each of the Hong Kong Underwriters severally agrees to subscribe and pay for, or procure that there shall be subscribed and paid for at the Offer Price (together with Brokerage, Transaction Levy and Trading Fee), the Untaken Hong Kong Offer Share Stapled Units in the proportion that its respective Public Offer Underwriting Commitment bears to the aggregate of all Public Offer Underwriting Commitments (and in any event not exceeding its respective Public Offer Underwriting Commitment). None of the Hong Kong Underwriters shall be liable for any failure of any of the other Hong Kong Underwriters to perform their respective obligations and no such failure shall affect the right of any of the other Hong Kong Underwriters to enforce the terms of this Agreement.
Sample 1
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Related to Several underwriting commitments

  • Investment Commitment The undersigned's overall commitment to investments which are not readily marketable is not disproportionate to the undersigned's net worth, and an investment in the Shares will not cause such overall commitment to become excessive.

  • Capital Commitments No Credit Party shall: (i) cancel, reduce, excuse, or xxxxx the Capital Commitment of any Investor without the prior written consent of the Lenders which may be withheld in their sole discretion; or (ii) relieve, excuse, delay, postpone, compromise or xxxxx any Investor from the making of any Capital Contribution (including, for the avoidance of doubt, in connection with any particular investment of such Credit Party), provided, however the Credit Parties may excuse any Investor from funding a Drawdown with respect to which an Investment Exclusion Event applies.

  • Financing Commitments (a) Buyer shall use its reasonable best efforts to take, or cause to be taken, all actions and shall use its reasonable best efforts to do, or cause to be done, all things necessary, proper or advisable to obtain the proceeds of the Debt Financing on the terms and conditions described in the Debt Commitment Letter, including using reasonable best efforts to (i) maintain in effect the Debt Commitment Letter, (ii) satisfy (or obtain the waiver of) on a timely basis all conditions applicable to Buyer to obtain the Debt Financing, including, as promptly as practicable following the Agreement Date and receipt from Parent or its Affiliates, as applicable, delivering to the Lead Arranger (as defined in the Debt Commitment Letter), the documents and information required under the Debt Commitment Letter to commence the marketing period under the Debt Commitment Letter, (iii) negotiate definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letter (including any “flex” provisions) or on other terms that, in the Buyer’s sole discretion, (A) would otherwise be permitted by Section 5.11(b) and (B) would not reasonably be expected to materially delay or adversely affect, in any material respect, the ability of Buyer to consummate the transactions contemplated hereby, (iv) consummate the Debt Financing at or prior to the Closing and (v) enforce its rights under the Debt Commitment Letter. Buyer shall not permit any amendment or modification to be made to, or any waiver of any material provision or remedy under, the Debt Commitment Letter or any ancillary letters referred to therein without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned) if such amendment, modification or waiver (A) adds any new conditions to the consummation of all or any portion of the Debt Financing or amends, replaces, supplements or modifies any existing conditions to the consummation of all or any portion of the Debt Financing in a manner that would reasonably be expected to prevent, or impede or materially delay the Debt Financing, (B) reduces (or has the effect of reducing) the amount of the Debt Financing (including by increasing the amount of fees to be paid or original issue discount in respect of the Debt Financing (except as set forth in any flex provisions existing on the date hereof)) to an amount that, together with other available cash or other funds of Buyer and its Subsidiaries, would on the Closing Date be less than the amount required to consummate the transactions contemplated by this Agreement, (C) could otherwise reasonably be expected to prevent, impede or materially delay availability of the Debt Financing or (D) materially adversely affects the ability of Buyer to enforce its rights under the Debt Commitment Letter or any Alternative Financing. In the event that the Debt Commitment Letter is amended, replaced, supplemented or Alternative Financing is obtained, Buyer shall comply with its covenants in this Section 5.11(a) and Section 5.11(b) with respect to the Debt Commitment Letter as so amended, replaced, supplemented or with respect to the Alternative Financing, if applicable, to the same extent that Buyer would have been obligated to comply with respect to the Debt Financing. Notwithstanding the foregoing, Buyer shall be permitted to amend, modify or supplement the Debt Commitment Letter to add lenders, lead arrangers, bookrunners, agents or similar entities who have not executed the Debt Commitment Letter as of the date hereof on terms substantially similar to those contained in the Debt Commitment Letter.

  • Term Commitments Subject to the terms and conditions hereof, each Term Lender severally agrees to make a term loan (a “Term Loan”) to the Borrower on the Closing Date in an amount not to exceed the amount of the Term Commitment of such Lender. The Term Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.12.

  • Backstop Commitment To provide assurance that the DIP Facility and the Exit Facility shall be available on the terms and conditions set forth herein, in the Form DIP Credit Agreement and the Exit Facility Term Sheet, as applicable, each Backstop Commitment Party is pleased to advise Ascena Topco of its several and not joint commitment (the “Backstop Commitment”) to provide, itself or through one or more funds managed by such Backstop Commitment Party, the amount of the DIP Loans and Exit Term Loans, each as set forth on Schedule 1 hereto (as updated from time to time prior to the date that is two business days prior to the Effective Date) on the terms set forth in the Backstop Commitment Letter, subject solely to the conditions set forth in the sections of Article IV of the Form DIP Credit Agreement and the “Conditions to Borrowing” set forth in the Exit Facility Term Sheet that are applicable to the relevant borrowing. Each Backstop Commitment Party may, at its option, arrange for the Form DIP Credit Agreement or the Exit Facility Credit Agreement, if applicable, to be executed by one or more financial institutions selected by the applicable Backstop Commitment Party and reasonably acceptable to Ascena Topco (the “Fronting Lender(s)”), to act as an initial lender and to fund some or all of the Backstop Commitment Party’s Backstop Commitment, in which case the applicable Backstop Commitment Party will acquire its shares of the DIP Facility and/or Exit Facility, as applicable, by assignment from the Fronting Lender(s) in accordance with the assignment provisions of the Form DIP Credit Agreement and the Exit Facility Credit Agreement, as applicable. It is understood and agreed that the aggregate commitments under this Backstop Commitment Letter in respect of New Money DIP Loans (and the automatic conversion thereof to Exit Term Loans on the Conversion Date) are $150 million in total, subject to the Initial Allocation, as set forth in Section 2 hereof and each Backstop Commitment Party hereby agrees and commits to such automatic conversion of the New Money DIP Loans to Exit Term Loans on the Conversion Date.

  • Term Loan Commitments Subject to the terms and conditions hereof, and relying upon the representations and warranties herein set forth, each Lender severally agrees to make a term loan (the “Term Loan”) to the Borrower on the Closing Date in such principal amount as the Borrower shall request up to, but not exceeding such Lender’s Term Loan Commitment.

  • Loan Commitment Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Company herein set forth, the Lender hereby agrees to lend to the Company on the Closing Date and thereafter up to $11,900,000 in the aggregate (the "Loan") consisting of $5,950,000 of 7-year Tranche advances and $5,950,000 of 10-year Tranche advances. The Lender's commitment to make the Loan to the Company pursuant to this Section 2.1 is herein called the "Loan Commitment."

  • Financing Commitment For the period commencing on the date hereof and ending on the fifth anniversary hereof, Atlas America and Resource Energy agree to provide to the MLP funding of up to an aggregate of One Million Five Hundred Thousand Dollars ($1,500,000) per annum to finance the cost of expanding the Gathering System or constructing new additions to the Gathering System. Atlas America and Resource Energy, jointly and severally, commit to provide such funding, upon the MLP's written request therefor, by purchasing Common Units at a price equal to the arithmetic average of the closing prices of the Common Units on the American Stock Exchange, or, if the American Stock Exchange is not the principal trading market for such security, on the principal trading market for such security, for the twenty consecutive trading days ending on the trading day prior to the purchase, or, if the fair market value of the Common Units cannot be calculated for such period on any of the foregoing bases, the average fair market value during such period as reasonably determined in good faith by the members of the managing board of the General Partner.

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