Underwriting Obligations Sample Clauses
The Underwriting Obligations clause defines the responsibilities and commitments of the underwriter in a financial transaction, such as a securities offering. It typically outlines the underwriter's duty to purchase securities from the issuer and resell them to investors, or to use best efforts to place the securities with buyers. This clause may specify the scope of the underwriter's liability, the conditions under which they must act, and any exceptions or limitations to their obligations. Its core function is to clearly allocate the roles and risks between the issuer and the underwriter, ensuring both parties understand their duties and the terms under which the offering will proceed.
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Underwriting Obligations. In the event of any underwritten public offering of Registrable Securities, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering. Each Investor participating in such underwriting shall also enter into and perform its obligations under such an underwriting agreement. The Company shall, if requested by the managing underwriter or underwriters, if any, counsel to Investors, or any holder of Registrable Securities included in such offering, promptly incorporate in a prospectus supplement or post-effective amendment such information as such managing underwriter or underwriters, counsel to Investors or any holder of Registrable Securities reasonably requests to be included therein, and which is reasonably related to the offering of such Registrable Securities, including, without limitation, with respect to the Registrable Securities being sold by such holder to such underwriter or underwriters, the purchase price being paid therefor by such underwriter or underwriters and any other terms of an underwritten offering of the Registrable Securities to be sold in such offering, and the Company shall promptly make all required filings of such prospectus supplement or post-effective amendment.
Underwriting Obligations. The obligation of the Underwriters to purchase the Shares at the Closing Time shall be several and not joint and several and shall be limited to the aggregate number of Firm Shares and to the extent the Over-allotment Option is exercised, the Optional Shares set out opposite the name of each of the Underwriters set out in Schedule I. In the event that any Underwriter shall fail to purchase its applicable number of Shares (the "Defaulted Securities") at the Closing Time, the Lead Manager shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such numbers as may be agreed upon and upon the terms herein set forth; if, however, the Underwriters shall not have completed such arrangements within such 24-hour period, then:
(a) if the number of Defaulted Securities does not exceed 10% of the number of Shares to be purchased hereunder, the non-defaulting Underwriters shall be obligated, each severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligation of all non-defaulting Underwriters, or
(b) if the number of Defaulted Securities exceeds 10% of the number of Shares to be purchased on such date, this agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 11 shall relieve any defaulting Underwriter from liability in respect of its default to the Company or to any non-defaulting Underwriter. In the event of any such default which does not result in a termination of this agreement either the Underwriters or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Canadian Prospectus, the U.S. Prospectus or in any other documents or arrangements. As used herein, the term "Underwriter" includes any person substituted for an Underwriter under this Section 11.
Underwriting Obligations. 6.1 For the purposes of this Agreement, the Company shall treat as Remaining Shares any New Shares not subscribed for by exercise of the Preemptive Rights.
6.2 At 5.00 p.m. on the Subscription Period Closing Date, any Preemptive Rights not exercised for subscription for New Shares prior to expiry of the Subscription Period will automatically lapse, and no later than 9.00 a.m. on 23 March 2021, Danske acting as settlement agent shall notify the Company and the Joint Global Co-ordinators in writing of the number of Remaining Shares or confirm that there are no Remaining Shares.
6.3 The Underwriters severally in their Due Proportions shall, in reliance on the Warranties, subscribe themselves as principal, at the Subscription Price, for such Remaining Shares before 12 noon on 23 March 2021. Following the subscription for the Remaining Shares by the Underwriters on 23 March 2021, the Underwriters may transfer Remaining Shares, including to Sub-Underwriters. Each of the Underwriters (other than Danske) shall pay the aggregate Subscription Price for the Remaining Shares subscribed for by it pursuant to this Clause 6.3 to Danske, acting as settlement agent, no later than 7.45 a.m. on the Closing Date in order for Danske to be able to provide the email confirmation and documentation referred to in Clause 6.5(a) no later than 8 a.m. on the Closing Date.
6.4 The Underwriters may not appoint any person who is a competitor of the Company as a Sub- Underwriter without the prior written consent of the Company.
6.5 Payment for the New Shares subscribed in the Rights Issue, including for any Remaining Shares, and Registration shall be made as follows, provided that the Rights Issue has not been terminated and that Danske has received the subscription amount for the New Shares (other than those New Shares subscribed for by Danske) pursuant to Clause 6.3:
(a) no later than 8 a.m. on the Closing Date, Danske, acting as settlement agent, shall confirm by email that an amount equivalent to the full Subscription Price for the New Shares (including any Remaining Shares) has been credited to the subscription account established with Danske in the name of the Company and is available to the Company at the time of filing for Registration and shall provide the Company with documentation to that effect;
(b) as soon as practicably possible after receipt by the Company of the email confirmation and documentation referred to in Clause 6.5(a), the Company shall cause Registration to take ...
Underwriting Obligations
Underwriting Obligations. Enter into such customary agreements (including underwriting agreements in customary form) and take all such other customary actions as the participating Specified Stockholders or the underwriter or managing underwriter, if applicable, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities, provided that each participating Specified Stockholder shall also enter into and perform its obligations under such an agreement.
Underwriting Obligations. In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.
Underwriting Obligations. 5.1 For the purposes of this Clause 5: