Sub-Underwriters definition
Examples of Sub-Underwriters in a sentence
The obligations of the Underwriters and Sub-Underwriters to contribute pursuant to this Section 8 are several in proportion to the respective number of Shares to be purchased by each of the Underwriters and Sub-Underwriters hereunder and not joint.
The Company and the Underwriters and Sub-Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata allocation (even if the Underwriters and Sub-Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 8.
This Agreement shall inure solely to the benefit of, and shall be binding upon, the Underwriters, the Sub-Underwriters and the Company and the controlling persons, directors, officers, employees and agents referred to in Sections 7 and 8 hereof, and their respective successors and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Agreement or any provision herein contained.
Accordingly (and notwithstanding any relationship which any of the Underwriters may have with the Company as adviser), the Underwriters shall be under no obligation to disclose to the Company any of such information, other than the identity of such Sub-Underwriters or other placees procured to take up any Remaining Shares.
The term “successors and assigns” shall not include a purchaser, in its capacity as such, of Shares from any of the Underwriters or the Sub-Underwriters.
The Company will promptly deliver to each of the Underwriters and the Sub-Underwriters such number of copies of the Pricing Prospectuses, Prospectuses and the Registration Statement, all amendments of and supplements to such documents, if any, as the Underwriters or Sub-Underwriters may reasonably request.
The relative benefits received by the Company and the Underwriters and Sub-Underwriters shall be deemed to be in the same proportion as (x) the total proceeds from the Offering (net of underwriting discounts and commissions but before deducting expenses) received by the Company bears to (y) the underwriting discount or commissions received by the Underwriters and Sub-Underwriters, in each case as set forth in the table on the cover page of the U.S. Prospectus.
Upon authorization of the release of the Firm Shares by the Lead Manager, the Underwriters and the Sub-Underwriters propose to offer the Shares for sale to the public upon the terms and conditions set forth in the Prospectuses.
The relative fault of each of the Company and of the Underwriters and Sub-Underwriters shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters and Sub-Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
Following the subscription for the Remaining Shares to the Underwriters, the Underwriters may transfer Remaining Shares, including to Sub-Underwriters.