Default by One or More Underwriters. If one or more of the Underwriters shall fail at the Closing Date or a Date of Delivery, as the case may be, to purchase the Shares which it or they are obligated to purchase under this Agreement on such Closing Date or Date of Delivery (the “Defaulted Securities”), the Representative 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 amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative 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 total number of Shares that the Underwriters are obligated to purchase on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; or (b) if the number of Defaulted Securities exceeds 10% of the total number of Shares that the Underwriters are obligated to purchase on such date, this Agreement or, with respect to any Date of Delivery which occurs after the Closing Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Shares to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 9 shall relieve any defaulting 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 Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Shares, as the case may be, either the Representative or the Company shall have the right to postpone the Closing Date 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 the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 9.
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Default by One or More Underwriters. If one or more of the Underwriters shall fail at on the Closing Date Time or a any applicable Date of Delivery, as any Underwriter defaults in the case may beperformance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Shares which it Securities that the defaulting Underwriter agreed but failed to purchase on the Closing Time or they are any applicable Date of Delivery in the respective proportions that the principal amount of Securities set opposite the name of each remaining non-defaulting Underwriter on Schedule I hereto bears to the total principal amount of Securities set opposite the names of all the remaining non-defaulting Underwriters on Schedule I hereto; provided, that the remaining non-defaulting Underwriters shall not be obligated to purchase under this Agreement any of the Securities on the Closing Time or any applicable Date of Delivery, or if the aggregate principal amount of Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the aggregate principal amount of Securities to be purchased on the Closing Date Time or any applicable Date of Delivery (Delivery. If the “Defaulted Securities”)foregoing maximums are exceeded, the Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the remaining non-defaulting Underwriters, or any those other underwritersUnderwriters satisfactory to the Underwriters who so agree, shall have the right, but shall not be obligated, to purchase allpurchase, but not less than all, of the Defaulted Securities in such amounts proportion as may be agreed upon and upon among them, all the terms herein set forth; if, however, Securities to be purchased on the Representative shall not have completed such arrangements within such 24-hour period, then:
(a) if the number Closing Time or any applicable Date of Defaulted Securities does not exceed 10% of the total number of Shares that the Delivery. If other Underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the remaining Underwriters or the Company may postpone the Closing Time or any applicable Date of Delivery for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Pricing Disclosure Package, the Prospectus or in any other document or arrangement. If the remaining Underwriters or other Underwriters satisfactory to the Underwriters do not elect to purchase the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date, each the Closing Time or any applicable Date of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; or
(b) if the number of Defaulted Securities exceeds 10% of the total number of Shares that the Underwriters are obligated to purchase on such dateDelivery, this Agreement or, with respect to any Date of Delivery which occurs after the Closing Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Shares to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 9 shall relieve any defaulting 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 Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Shares, as the case may be, either the Representative or the Company shall have the right to postpone the Closing Date 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 the Prospectus or in any other documents or arrangementsCompany. As used hereinin this Agreement, the term “Underwriter” includes includes, for all purposes of this Agreement unless the context requires otherwise, any person substituted for an Underwriter under party not listed in Schedule I hereto that, pursuant to this Section 9.11, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default
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Default by One or More Underwriters. If one or more of the Underwriters shall fail at on the Closing Date Time or a on any applicable Date of Delivery, as any Underwriter defaults in the case may beperformance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Shares which it Securities that the defaulting Underwriter agreed but failed to purchase on the Closing Time or they are on any applicable Date of Delivery in the respective proportions that the principal amount of Securities set opposite the name of each remaining non-defaulting Underwriter on Schedule I hereto bears to the total principal amount of Securities set opposite the names of all the remaining non-defaulting Underwriters on Schedule I hereto; provided, that the remaining non-defaulting Underwriters shall not be obligated to purchase under this Agreement any of the Securities on the Closing Time or on any applicable Date of Delivery, or if the aggregate principal amount of Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the aggregate principal amount of Securities to be purchased on the Closing Date Time or on any applicable Date of Delivery (Delivery. If the “Defaulted Securities”)foregoing maximums are exceeded, the Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the remaining non-defaulting Underwriters, or any those other underwritersUnderwriters satisfactory to the Underwriters who so agree, shall have the right, but shall not be obligated, to purchase allpurchase, but not less than all, of the Defaulted Securities in such amounts proportion as may be agreed upon and upon among them, all the terms herein set forth; ifSecurities to be purchased on the Closing Time or on any applicable Date of Delivery. If other Underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, howevereither the remaining Underwriters or the Company may postpone the Closing Time or any applicable Date of Delivery for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Pricing Disclosure Package, the Representative shall Prospectus or in any other document or arrangement. If the remaining Underwriters or other Underwriters satisfactory to the Underwriters do not have completed such arrangements within such 24-hour period, then:
elect to purchase: (a) if the number of Defaulted Firm Securities does not exceed 10% of the total number of Shares that the defaulting Underwriter or Underwriters are obligated agreed but failed to purchase on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; or
(b) if the number of Defaulted Securities exceeds 10% of the total number of Shares that the Underwriters are obligated to purchase on such dateClosing Time, this Agreement or, with respect to any Date of Delivery which occurs after the Closing Date, the obligation of the Underwriters to purchase, and the Company to sell, the Option Shares to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 9 shall relieve any Underwriter or the Company; or (b) the Optional Securities that the defaulting 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 Date, which does not result in a termination of the obligation of the or Underwriters agreed but failed to purchase and the Company to sell the relevant Option Shares, as the case may be, either the Representative or the Company shall have the right to postpone the Closing Date or the relevant on an applicable Date of Delivery, as the case may be, for a period non-defaulting Underwriters shall have the option to either: (i) terminate their obligation hereunder to purchase the Optional Securities to be sold on such applicable Date of Delivery without liability on the part of any non-defaulting Underwriter or the Company; or (ii) purchase not exceeding seven days in order less than the principal amount of Optional Securities that such non-defaulting Underwriter would have been obligated to effect any required changes purchase in the Registration Statement or the Prospectus or in any other documents or arrangementsabsence of such default. As used hereinin this Agreement, the term “Underwriter” includes includes, for all purposes of this Agreement unless the context requires otherwise, any person substituted for an Underwriter under party not listed in Schedule I hereto that, pursuant to this Section 911, purchases Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default.
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