Underwriter Exception Sample Clauses
The Underwriter Exception clause defines circumstances under which an underwriter is exempt from certain obligations or liabilities typically imposed by an agreement. In practice, this clause may specify that the underwriter is not responsible for losses arising from factors outside their control, such as inaccurate information provided by the issuer or unforeseen market events. Its core function is to allocate risk by clarifying the limits of the underwriter's responsibility, thereby protecting the underwriter from undue liability and ensuring all parties understand the boundaries of their respective obligations.
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Underwriter Exception. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration a pro rata share of registrable securities requested to be included in such registration statement as calculated by dividing the number of registrable securities requested to be included in such registration statement by the number of the Company’s securities requested to be included in such registration statement by all selling security holders. In such event, the Seller shall continue to have registration rights under this Agreement with respect to any registrable securities not so included in such registration statement.