Underwrite Sample Clauses

The 'Underwrite' clause defines the obligation of a party, typically an insurer or financial institution, to assume financial responsibility for certain risks or losses specified in the agreement. In practice, this means the underwriter evaluates the risk associated with an asset, event, or transaction and agrees to cover potential losses up to a defined limit, often in exchange for a premium or fee. This clause is essential for allocating risk between parties, ensuring that one party is protected from significant financial loss and that the other is compensated for taking on that risk.
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Underwrite. 2.1 If applications have not been received in respect of all of the Shares under the Offer at the Settlement Date of each of the Properties, and the amounts received under the Joint Underwrites are insufficient to settle either or both of the Properties the Company will calculate, and notify OML of, the number of RPS ("OML Shortfall RPS") that OML must apply for, being no more than 3,398,058 RPS ($3,500,000 minimum subscription amount). 2.2 OML will then subscribe for any OML Shortfall RPS on the terms and conditions prescribed in this Deed. 2.3 In no circumstances will OML be required under this Deed to subscribe for RPS, or advance money, which in aggregate exceeds the Underwrite Amount. 2.4 If clause 2.1 applies, OML will immediately complete the requisite application form applying for the OML Shortfall Shares and promptly return the application form to the Company. 2.5 On or prior to the relevant Settlement Date, OML shall deposit the requisite subscription amount for the OML Shortfall Shares into the Company’s subscription account in cleared funds, with an undertaking from OML’s bank that the funds will not be reversed. 2.6 The Company and OML agree that, should the underwrite be called upon, the amounts due to OML for the Acquisition Fee and Brokerage Fee (as defined in the Product Disclosure Statement) for the Offer may, at OML's election, be offset against the subscription amount payable by OML under clause 2.5. 2.7 The Company will pay to OML an underwrite fee (“Underwrite Fee”) on the Settlement Date for ▇▇ ▇▇▇▇▇▇ ▇▇▇▇. The Underwrite Fee shall be 3% of the Underwrite Amount, plus goods and services tax (if any). 2.8 Except for the rights and obligations set out in this underwrite (which will become binding from signing), all other rights and obligations of each party in respect of a Property are conditional on the Sale and Purchase Agreement in respect of that Property being, or becoming, unconditional.
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Underwrite issue and deliver to insureds and agents an electronic or mailed copy of each POLICY and any corresponding documents.
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Underwrite. (a) The Seller agrees to sell the Sale Shares in accordance with this Agreement and the timetable set out in Schedule 1 (the "Timetable"). The Timetable may only be amended by the Seller with the agreement of the Underwriter. (b) The Underwriter agrees to manage the sale of the Sale Shares by using its best endeavours to procure purchasers for the Sale Shares at a price of NZ$1.35 per Sale Share (being the "Sale Price") by conducting a bookbuild process (the "Bookbuild") in accordance with the Timetable. (c) The Underwriter agrees to underwrite and guarantee the sale of any Sale Shares not taken up as part of the Bookbuild under clause 1.1(b) as at the Bookbuild Closing Time (as set out in the Timetable) (the "Shortfall Shares") by purchasing each of the Shortfall Shares from the Seller at the Sale Price.
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Underwrite. To agree to buy an issue of securities on a given date at a specific price or to agree to buy an issue of securities of an issue, thus assuming the liability of guaranteeing the issuer the full anticipated proceeds.
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Underwrite. Subject to this agreement, the Underwriter agrees to underwrite the Underwritten Shares by subscribing for the Shortfall Shares in accordance with clause 6.2.
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Related to Underwrite

  • Underwriters The copies of the Registration Statement and each amendment thereto furnished to the U.S. Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to ▇▇▇▇▇, except to the extent permitted by Regulation S-T.

  • Underwriter No action taken pursuant to this Section shall relieve any defaulting U.S. Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the U.S. Underwriters to purchase and the Company to sell the relevant U.S. Option Securities, as the case may be, either the U.S. Representatives or the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used herein, the term "U.S. Underwriter" includes any person substituted for a U.S. Underwriter under this Section 10.

  • Offering Notwithstanding anything to the contrary contained in this Agreement, but subject to the payment of the Registration Delay Payments pursuant to Section 2(e), in the event the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Company, or in any other manner, such that the Staff or the SEC do not permit such Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investors participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Registration Statement by all Investors until such time as the Staff and the SEC shall so permit such Registration Statement to become effective as aforesaid. In making such reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor) unless the inclusion of shares by a particular Investor or a particular set of Investors are resulting in the Staff or the SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors); provided, that, with respect to such pro rata portion allocated to any Investor, such Investor may elect the allocation of such pro rata portion among the Registrable Securities of such Investor. In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and such Investor does not consent to being so named as an underwriter in such Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such Investor, until such time as the Staff or the SEC does not require such identification or until such Investor accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to the Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Investor, the Company to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner acceptable to such Investor, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor or (ii) all Registrable Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by such Investor as contemplated above).

  • Offering by Underwriters It is understood that the several Underwriters propose to offer the Securities for sale to the public as set forth in the Prospectus.

  • Offering by Underwriter It is understood that the Underwriter proposes to offer the Offered Securities for sale to the public as set forth in the Final Prospectus.