Partial Unenforceability Clause Samples
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Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.
Partial Unenforceability. The invalidity or unenforceability of any section, paragraph, clause or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph, clause or provision. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner.
Partial Unenforceability. If any section, subsection, clause, or provision of this Agreement is for any reason determined to be invalid or unenforceable, such determination shall not affect the validity or enforceability of any other section, subsection, clause, or provision hereof.
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the Agents. Very truly yours, ▇▇▇▇▇▇▇ Energy Corporation By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Senior Vice President – Chief Financial Officer The foregoing Placement Agency Agreement is hereby confirmed and accepted as of the date first above written. On behalf of itself and the several Agents By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director RBC Capital Markets, LLC 80 % ▇▇▇▇▇▇▇ Rice & Company L.L.C. 10 % Capital One Southcoast, Inc. 5 % Macquarie Capital (USA) Inc. 5 % A.R. ▇▇▇▇▇▇▇, Jr. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ RBC Capital Markets, LLC Three World Financial Center ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10281 Ladies and Gentlemen: The undersigned is an owner of record or beneficially of certain shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a private placement (the “Private Placement”) of Cumulative Perpetual Convertible Preferred Stock, Series B (the “Securities”), for which you will act as placement agent pursuant to a placement agency agreement (“Placement Agency Agreement”). The undersigned recognizes that the Private Placement will be of benefit to the undersigned and will benefit the Company. In consideration of the foregoing, the undersigned hereby agrees that, without the prior written consent of RBC Capital Markets, LLC, it will not, during the period commencing on the date hereof and ending 60 days after the date of the final private placement memorandum relating to the Private Placement (the “Final Memorandum”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any op...
Partial Unenforceability. If any section, paragraph, clause or provision of this Agreement is for any reason determined to be invalid or unenforceable, such determination shall not affect the validity or enforceability of any other section, paragraph clause or provision hereof.
Partial Unenforceability. 25 SECTION 16.
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriters and the Company in accordance with its terms. Very truly yours, By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Executive Vice President & Chief Financial Officer By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Vice President & Treasurer CONFIRMED AND ACCEPTED as of the date first above written: ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED RBC CAPITAL MARKETS, LLC SCOTIA CAPITAL (USA) INC. By: ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Managing Director By: RBC CAPITAL MARKETS, LLC By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Authorized Signatory By: SCOTIA CAPITAL (USA) INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Managing Director For themselves and as Representatives of the several Underwriters named in Schedule A hereto. ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated U.S.$ 100,000,000 U.S.$ 100,000,000 RBC Capital Markets, LLC 100,000,000 100,000,000 Scotia Capital (USA) Inc. 100,000,000 100,000,000 BMO Capital Markets Corp. 50,000,000 50,000,000 CIBC World Markets Corp. 50,000,000 50,000,000 AltaCorp Capital (U.S.A.) Inc. 17,000,000 17,000,000 BNP Paribas Securities Corp. 17,000,000 17,000,000 National Bank of Canada Financial Inc. 17,000,000 17,000,000 RBS Securities Inc. 17,000,000 17,000,000 TD Securities (USA) LLC 17,000,000 17,000,000 ANZ Securities, Inc. 7,500,000 7,500,000 Mizuho Securities USA Inc. 7,500,000 7,500,000 Total U.S.$ 500,000,000 U.S.$ 500,000,000
(1) The initial public offering price of the 2023 Debentures shall be 99.899% of the principal amount thereof, plus accrued interest, if any, from the date of issuance.
(2) The purchase price to be paid by the Underwriters for the 2023 Debentures shall be 99.249% of the principal amount thereof.
(3) T...
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding, please sign and return to us two counterparts hereof, and upon the acceptance hereof by you, this letter and such acceptance hereof shall constitute a binding agreement among each of the Underwriters and the Company. It is understood that your acceptance of this Agreement on behalf of each of the Underwriters is pursuant to the authority set forth in a form of Agreement Among Underwriters, the form of which will be submitted to the Company for examination, upon request, but without warranty on your part as to the authority of the signers thereof. Very truly yours, By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Chief Executive Officer Accepted as of the date hereof at Richmond, Virginia: As Representative of the Several Underwriters Named in Schedule I hereto By: G. ▇▇▇▇▇ ▇▇▇▇▇▇ III Senior Managing Director ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇▇▇, Inc. ▇▇▇▇▇▇▇▇▇ & Company LLC Pursuant to Section 7(d) of the Underwriting Agreement, ▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. shall furnish letters to the Representatives to the effect that:
1. They are independent public accountants with respect to the Company and its subsidiary within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), and the applicable published rules and regulations thereunder;
2. In their opinion, the consolidated audited financial statements audited by them and included in the Registration Statement, the Time of Sale Prospectus and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act or the Securities Exchange Act of 1934, as amended, as applicable, and the related published rules and regulations thereunder;
3. On the basis of limited procedures, not constituting an examination in accordance with generally accepted auditing standards, consisting of a reading of the latest unaudited financial statements made available by the Company, inspection of the minute books of the Company and the Bank since the date of the latest audited financial statements included i...
Partial Unenforceability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their reasonable best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction.
Partial Unenforceability. 24 SECTION 15.