Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwriters, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwriters, and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 9 and Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 11. Nothing herein will relieve a defaulting Underwriter from liability for its default.
Appears in 4 contracts
Sources: Underwriting Agreement (Neurocrine Biosciences Inc), Underwriting Agreement (Neurocrine Biosciences Inc), Underwriting Agreement (Ardea Biosciences, Inc./De)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwritersdate, the Representatives Representative may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 9 7, Section 8 and Section 10 9 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 1110. Nothing herein will Any action taken under this Section 10 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 4 contracts
Sources: Underwriting Agreement (Westport Innovations Inc), Underwriting Agreement (Penford Corp), Underwriting Agreement (Caribou Coffee Company, Inc.)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option a Subsequent Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwriters, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointlyseverally, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option a Subsequent Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Dateparty, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option a Subsequent Closing Date, as the case may be, but in no event for longer than seven days days, in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 1110. Nothing herein will Any action taken under this Section 10 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 4 contracts
Sources: Underwriting Agreement (Kilroy Realty, L.P.), Underwriting Agreement (Kilroy Realty, L.P.), Underwriting Agreement (Kilroy Realty, L.P.)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwritersdate, the Representatives Representative may make arrangements reasonably satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such First Closing Date or applicable Option Closing Date, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4Sections 5, Section 9 7, 8, 13, 14, 15, 16, 17 and Section 10 18 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 119. Nothing herein will Any action taken under this Section 9 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 4 contracts
Sources: Underwriting Agreement (Cachet Financial Solutions, Inc.), Underwriting Agreement (Cachet Financial Solutions, Inc.), Underwriting Agreement (Cachet Financial Solutions, Inc.)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwritersdate, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 7, Section 9 and Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 11. Nothing herein will Any action taken under this Section 11 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 3 contracts
Sources: Underwriting Agreement (Aegerion Pharmaceuticals, Inc.), Underwriting Agreement (Aegerion Pharmaceuticals, Inc.), Underwriting Agreement (Aegerion Pharmaceuticals, Inc.)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwriters, the Representatives Representative may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwriters, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 7, Section 9 and Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 11. Nothing herein will Any action taken under this Section 11 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 3 contracts
Sources: Underwriting Agreement (Sequenom Inc), Underwriting Agreement (Sequenom Inc), Underwriting Agreement (Vical Inc)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares Units that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required Units to be purchased on such date by the Underwritersdate, the Representatives Representative may make arrangements satisfactory to the Company for the purchase of such Offered Shares Units by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares Underwritten Units set forth opposite their respective names on Schedule A I bears to the aggregate number of Firm Shares Underwritten Units set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Shares Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares Units and the aggregate number of Offered Shares Units with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required Units to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Shares Units are not made within 48 24 hours after such default, this Agreement or the obligation to purchase Units on an Option Closing Date, as applicable, shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Dateparty, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4Sections 6(h), Section 9 8, 9, 11 and Section 10 13 shall at all times be effective and shall survive such termination. In any case where such case a default does not result in a termination of this Agreement or the obligation of the Underwriters to purchase Units on the Closing Date or an Option Closing Date, as applicable, either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 11. Nothing herein will relieve a defaulting Underwriter from liability for its default.
Appears in 3 contracts
Sources: Underwriting Agreement (Lucid Inc), Underwriting Agreement (Lucid Inc), Underwriting Agreement (Lucid Inc)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwriters, the Representatives Representative may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwriters, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 9 and Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 11. Nothing herein will relieve a defaulting Underwriter from liability for its default.
Appears in 3 contracts
Sources: Underwriting Agreement (Ardea Biosciences, Inc./De), Underwriting Agreement (Somaxon Pharmaceuticals, Inc.), Underwriting Agreement (Ziopharm Oncology Inc)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable any Option Closing Date, as the case may be, Date any one or more of the several Underwriters shall fail or refuse to purchase subscribe for Offered Shares that it or they have agreed to purchase subscribe for hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase subscribe for does not exceed 10% of the aggregate number of the Offered Shares required to be purchased subscribed for on such date by the Underwritersdate, the Representatives may make arrangements satisfactory to the Company for the purchase of subscription for such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase subscribe for the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase subscribe for on such date. If, on the First Closing Date or the applicable any Option Closing Date, as the case may be, Date any one or more of the Underwriters shall fail or refuse to purchase subscribe for Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased subscribed for on such date by the Underwritersdate, and arrangements satisfactory to the Representatives and the Company for the purchase of subscription for such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party (other than the breaching Underwriter or Underwriters) to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 9 and Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 11. Nothing herein will Any action taken under this Section 11 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 3 contracts
Sources: Underwriting Agreement (Osmotica Pharmaceuticals PLC), Underwriting Agreement (Osmotica Pharmaceuticals PLC), Underwriting Agreement (Osmotica Pharmaceuticals LTD)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required Securities to be purchased on such date by the Underwritersdate, the Representatives Representative may make arrangements satisfactory to the Company for the purchase of such Offered Shares Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares and Firm Warrants set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares and Firm Warrants set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Shares Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares with respect to Securities which such default occurs defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds 10% of the aggregate number of Offered Shares required Securities to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Shares Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 7, Section 9 and Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 11. Nothing herein will Any action taken under this Section 11 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 2 contracts
Sources: Underwriting Agreement (Ur-Energy Inc), Underwriting Agreement (Ur-Energy Inc)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable any Option Closing Date, as the case may be, Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwritersdate, the Representatives (other than any defaulting Underwriter) may make arrangements satisfactory to the Company and the Selling Stockholders for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A I bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives (other than any defaulting Underwriter) with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable any Option Closing Date, as the case may be, Date any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives (other than any defaulting Underwriter) and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-party (other than the defaulting party Underwriter or Underwriters) to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 9 8 and Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives (other than any defaulting Underwriter) or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used Any action taken under this paragraph shall not relieve any defaulting Underwriter or Underwriters from liability in respect of any default of such Underwriter or Underwriters under this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 11. Nothing herein will relieve a defaulting Underwriter from liability for its default.
Appears in 2 contracts
Sources: Underwriting Agreement (NOODLES & Co), Underwriting Agreement (Mill Road Capital II, L.P.)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwritersdate, the Representatives Representative may make arrangements reasonably satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives and Representative, the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4Sections 5, Section 9 7, 8, 13, 14, 15, 16, 17 and Section 10 18 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “"Underwriter” includes " shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 119. Nothing herein will Any action taken under this Section 9 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 2 contracts
Sources: Underwriting Agreement (Peekay Boutiques, Inc.), Underwriting Agreement (Peekay Boutiques, Inc.)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Firm Shares or Option Shares, as applicable, that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Firm Shares or Option Shares, as applicable, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required Securities to be purchased on such date by the Underwriters, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointlyseverally, in the proportions that the number of Firm Shares and Option Shares to be purchased set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Firm Shares or Option Shares, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable any Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered the Firm Shares or Option Shares, as applicable, and the aggregate number of Offered Firm Shares or Option Shares, as applicable, with respect to which such default occurs exceeds 10% of the aggregate number of Offered Firm Shares required or Option Shares, as applicable, to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Shares Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4Sections 5, Section 7, 8 and 9 and Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the applicable any Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 1110. Nothing herein will Any action taken under this Section 10 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 2 contracts
Sources: Underwriting Agreement (SM Energy Co), Underwriting Agreement (SM Energy Co)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwriters, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwriters, and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 9 and Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 11. Nothing herein will Any action taken under this Section 11 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 2 contracts
Sources: Underwriting Agreement (Horizon Pharma, Inc.), Underwriting Agreement (Horizon Pharma, Inc.)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable any Option Closing Date, as the case may be, Date any one or more of the several Underwriters shall fail or refuse to purchase subscribe for the Offered Shares that it or they have agreed to purchase subscribe for hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased subscribed for on such date by the Underwritersdate, the Representatives Representative may make arrangements satisfactory to the Company for the purchase subscription of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase subscribe for the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable any Option Closing Date, as the case may be, Date any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 7, Section 9 and Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 11. Nothing herein will Any action taken under this Section 11 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 2 contracts
Sources: Underwriting Agreement (Presbia PLC), Underwriting Agreement (Presbia PLC)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwritersdate, the Representatives Representative may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A I bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Shares are not made within 48 24 hours after such default, this Agreement or the obligation to purchase Shares on an Additional Closing Date, as applicable, shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Dateparty, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4Sections 5, Section 9 7, 10 and Section 10 12 shall at all times be effective and shall survive such termination. In any case where such case a default does not result in a termination of this Agreement or the obligation of the Underwriters to purchase Shares on an Additional Closing Date, either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 119. Nothing herein will Any action taken under this Section 9 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 2 contracts
Sources: Underwriting Agreement (TVAX Biomedical, Inc.), Underwriting Agreement (TVAX Biomedical, Inc.)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwritersdate, the Representatives Representative may make arrangements reasonably satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares with respect to which such default occurs defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements reasonably satisfactory to the Representatives Representative and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 7, Section 9 and Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 11. Nothing herein will Any action taken under this Section 11 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 2 contracts
Sources: Underwriting Agreement (AIRO Group Holdings, Inc.), Underwriting Agreement (AIRO Group Holdings, Inc.)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable any Option Closing Date, as the case may be, Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required Securities to be purchased on such date by the Underwritersdate, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares and Pre-Funded Warrants set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares and Pre-Funded Warrants set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Shares Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable any Option Closing Date, as the case may be, Date any one or more of the Underwriters shall fail or refuse to purchase Offered Shares Securities and the aggregate number of Offered Shares Securities with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required Securities to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Shares Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 7, Section 9 and Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 11. Nothing herein will Any action taken under this Section 11 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 2 contracts
Sources: Underwriting Agreement (Wave Life Sciences Ltd.), Underwriting Agreement (Savara Inc)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwriters, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointlyseverally, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Shares are not made within 48 hours two business days after such default, this Agreement shall terminate without liability on the part of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing DateUnderwriter, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 9 6 and Section 10 7 shall at all times be effective and shall survive such termination. In any such case case, either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Second Closing Date, as the case may be, but in no event for longer than seven business days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 118. Nothing herein will Any action taken under this Section 8 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 2 contracts
Sources: Underwriting Agreement (First Potomac Realty Trust), Underwriting Agreement (First Potomac Realty Trust)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwritersdate, the Representatives Representative may make arrangements satisfactory to the Company Selling Stockholders for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives Representative and the Company Selling Stockholders for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 1110. Nothing herein will Any action taken under this Section 10 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 2 contracts
Sources: Underwriting Agreement (Regional Management Corp.), Underwriting Agreement (Regional Management Corp.)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10% %) of the aggregate number of the Offered Shares required to be purchased on such date by the Underwriters, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointlyseverally, in the proportions that the number of Firm Offered Shares set forth opposite their respective names on Schedule A (the “List of Underwriters”) attached hereto bears to the aggregate number of Firm Offered Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Underwriters with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds ten percent (10% %) of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives Underwriters and the Company for the purchase of such Offered Shares are not made within 48 forty-eight (48) hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 45 (the “Payment of Expenses”), Section 9 6 (the “Reimbursement of Underwriters’ Expenses”), Section 8 (“Indemnification”), and Section 10 9 (“Contribution”) shall at all times be effective and shall survive such termination. In any such case case, either the Representatives Underwriters or the Company shall have the right to postpone the First Closing Date or the applicable Option Second Closing Date, as the case may be, but in no event for longer than seven (7) days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 1110. Nothing herein will Any action taken under this Section 10 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 2 contracts
Sources: Underwriting Agreement (Novastar Financial Inc), Underwriting Agreement (Novastar Financial Inc)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwriters, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointlyseverally, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Shares are not made within 48 hours two business days after such default, the Company or the Representative shall have to right to terminate this Agreement shall terminate without liability on the part of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing DateUnderwriter, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 9 6 and Section 10 7 shall at all times be effective and shall survive such termination. In any such case case, either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Second Closing Date, as the case may be, but in no event for longer than seven business days in order that the required changes, if any, to the Registration Statement Statement, the General Disclosure Package and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 118. Nothing herein will Any action taken under this Section 8 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 2 contracts
Sources: Underwriting Agreement (First Potomac Realty Trust), Underwriting Agreement (First Potomac Realty Trust)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwritersdate, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Offered Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Offered Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 46, Section 9 9, and Section 10 11 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 1112. Nothing herein will Any action taken under this Section 12 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 2 contracts
Sources: Underwriting Agreement (Acadia Healthcare Company, Inc.), Underwriting Agreement (Acadia Healthcare Company, Inc.)
Default of One or More of the Several Underwriters. If, on the First Closing Date Date, or the applicable any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwritersdate, the Representatives Representative may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares with respect to which such default occurs defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 7, Section 9 and Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 11. Nothing herein will Any action taken under this Section 11 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 2 contracts
Sources: Underwriting Agreement (Cidara Therapeutics, Inc.), Underwriting Agreement (Cidara Therapeutics, Inc.)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10% %) of the aggregate number of the Offered Shares required to be purchased on such date by the Underwriters, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointlyseverally, in the proportions that the number of Firm Offered Shares set forth opposite their respective names on Schedule A (the “List of Underwriters”) attached hereto bears to the aggregate number of Firm Offered Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Underwriters with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds ten percent (10% %) of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives Underwriters and the Company for the purchase of such Offered Shares are not made within 48 forty-eight (48) hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 45 (the “Payment of Expenses”), Section 9 6 (the “Reimbursement of Underwriters’ Expenses”), Section 8 (“Indemnification”), and Section 10 9 (“Contribution”) shall at all times be effective and shall survive such termination. In any such case case, either the Representatives Underwriters or the Company shall have the right to postpone the First Closing Date or the applicable Option Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 1110. Nothing herein will Any action taken under this Section 10 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 2 contracts
Sources: Underwriting Agreement (Novastar Financial Inc), Underwriting Agreement (Novastar Financial Inc)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwriters, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointlyseverally, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Shares are not made within 48 hours two business days after such default, the Company or the Representatives shall have to right to terminate this Agreement shall terminate without liability on the part of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing DateUnderwriter, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 9 6 and Section 10 7 shall at all times be effective and shall survive such termination. In any such case case, either the Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Second Closing Date, as the case may be, but in no event for longer than seven business days in order that the required changes, if any, to the Registration Statement Statement, the General Disclosure Package and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 118. Nothing herein will Any action taken under this Section 8 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 2 contracts
Sources: Underwriting Agreement (First Potomac Realty Trust), Underwriting Agreement (First Potomac Realty Trust)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwritersdate, the Representatives may make arrangements reasonably satisfactory to the Company and the Selling Shareholders for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A B bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives Representatives, the Company and the Company Selling Shareholders for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 7, Section 9 and Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 11. Nothing herein will Any action taken under this Section 11 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 2 contracts
Sources: Underwriting Agreement (Bravo Brio Restaurant Group, Inc.), Underwriting Agreement (Bravo Brio Restaurant Group, Inc.)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may bea Date of Delivery, any one or more of the several Underwriters shall fail or refuse to purchase Offered Depositary Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Depositary Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Depositary Shares required to be purchased on such date by the Underwritersdate, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Depositary Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Depositary Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Depositary Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Depositary Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may bea Date of Delivery, any one or more of the Underwriters shall fail or refuse to purchase Offered the Depositary Shares and the aggregate number of Offered Depositary Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Depositary Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Depositary Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 9 7, Section 9, Section 10 and Section 10 19 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may beDate of Delivery, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 11. Nothing herein will Any action taken under this Section 11 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 2 contracts
Sources: Underwriting Agreement (ConnectOne Bancorp, Inc.), Underwriting Agreement (Heartland Financial Usa Inc)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwritersdate, the Representatives may make arrangements reasonably satisfactory to the Company and the Selling Stockholders for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A B bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives Representatives, the Company and the Company Selling Stockholders for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 7, Section 9 and Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 11. Nothing herein will Any action taken under this Section 11 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 2 contracts
Sources: Underwriting Agreement (Chuy's Holdings, Inc.), Underwriting Agreement (Chuy's Holdings, Inc.)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares Units that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required Units to be purchased on such date by the UnderwritersClosing Date, the Representatives Representative may make arrangements reasonably satisfactory to the Company for the purchase of such Offered Shares Units by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares Units set forth opposite their respective names on Schedule A I bears to the aggregate number of Firm Shares Units set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Shares Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such datethe Closing Date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares Units and the aggregate number of Offered Shares Units with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required Units to be purchased on such date by the UnderwritersClosing Date, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Shares Units are not made within 48 24 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Dateparty, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 9 Section 5(a)(vii) and Section 10 7 shall at all times be effective and shall survive such termination. In any case where such case a default does not result in a termination of this Agreement, either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Final Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 11Section 9. Nothing herein will Any action taken under this Section 9 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 2 contracts
Sources: Underwriting Agreement (Palatin Technologies Inc), Underwriting Agreement (Palatin Technologies Inc)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option a Subsequent Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwriters, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointlyseverally, in the proportions that the number of Firm Underwritten Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Underwritten Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option a Subsequent Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Dateparty, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 45, Section 9 and Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option a Subsequent Closing Date, as the case may be, but in no event for longer than seven days days, in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 11. Nothing herein will Any action taken under this Section 11 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 2 contracts
Sources: Underwriting Agreement (Kilroy Realty, L.P.), Underwriting Agreement (Kilroy Realty, L.P.)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option each Subsequent Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required Securities to be purchased on such date by the Underwriters, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointlyseverally, in the proportions that the number of Firm Shares and firm Warrants set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares and Firm Warrants set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Shares Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option each Subsequent Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares Securities and the aggregate number of Offered Shares Securities with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required Securities to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Shares Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 9 6, Section 8 and Section 10 9 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option each Subsequent Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 11. Nothing herein will relieve a defaulting Underwriter from liability for its default.
Appears in 2 contracts
Sources: Underwriting Agreement (Derma Sciences, Inc.), Underwriting Agreement (Derma Sciences, Inc.)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option a Subsequent Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwriters, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointlyseverally, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives WSI with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option a Subsequent Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives WSI and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 9 6, Section 8 and Section 10 9 shall at all times be effective and shall survive such termination. In any such case either the Representatives WSI or the Company shall have the right to postpone the First Closing Date or the applicable Option a Subsequent Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 1110. Nothing herein will Any action taken under this Section 10 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 2 contracts
Sources: Underwriting Agreement (Whitestone REIT), Underwriting Agreement (Whitestone REIT)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwritersdate, the Representatives Representative may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Offered Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Offered Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 7, Section 9 and Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 11. Nothing herein will Any action taken under this Section 11 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 2 contracts
Sources: Underwriting Agreement (Bio-Path Holdings Inc), Underwriting Agreement (InspireMD, Inc.)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwritersdate, the Representatives Representative may make arrangements satisfactory to the Company and the Selling Stockholders for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severally and not jointlyseverally, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives Representative, the Company and the Company Selling Stockholders for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 7, Section 9 and Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative, the Company or the Company Selling Stockholders shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 11. Nothing herein will Any action taken under this Section 11 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 2 contracts
Sources: Underwriting Agreement (Ceco Environmental Corp), Underwriting Agreement (Gulfport Energy Corp)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwritersdate, the Representatives Representative may make arrangements reasonably satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives and Representative, the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4Sections 5, Section 9 8, 9, 14, 15, 16, 17, 18 and Section 10 19 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 1110. Nothing herein will Any action taken under this Section 10 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 2 contracts
Sources: Underwriting Agreement (Diversified Restaurant Holdings, Inc.), Underwriting Agreement (Diversified Restaurant Holdings, Inc.)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwritersdate, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 9 and Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 11. Nothing herein will Any action taken under this Section 11 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 2 contracts
Sources: Underwriting Agreement (Green Plains Renewable Energy, Inc.), Underwriting Agreement (Green Plains Renewable Energy, Inc.)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwritersdate, the Representatives Representative may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 9 7, Section 8 and Section 10 9 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes "UNDERWRITER" shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 1110. Nothing herein will Any action taken under this Section 10 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 2 contracts
Sources: Underwriting Agreement (NanoDynamics, Inc.), Underwriting Agreement (NanoDynamics, Inc.)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable any Option Closing Date, as the case may be, Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwritersdate, the Representatives may make arrangements satisfactory to the Company and the Selling Stockholder for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable any Option Closing Date, as the case may be, Date any one or more of the Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder, and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after other than the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such terminationbreaching Underwriter) except that the provisions of Section 4, Section 7, Section 9 and Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 11. Nothing herein will Any action taken under this Section 11 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 2 contracts
Sources: Underwriting Agreement (Evolus, Inc.), Underwriting Agreement (Evolus, Inc.)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required Securities to be purchased on such date by the Underwritersdate, the Representatives Representative may make arrangements satisfactory to the Company for the purchase of such Offered Shares Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Shares Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares Securities and the aggregate number of Offered Shares Securities with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required Securities to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Shares Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 7, Section 9 and Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 11. Nothing herein will Any action taken under this Section 11 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 2 contracts
Sources: Underwriting Agreement (Sabra Health Care REIT, Inc.), Underwriting Agreement (Sabra Health Care REIT, Inc.)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may beon a Date of Delivery, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares Securities that it or they have agreed to purchase hereunder on such datedate (the “Defaulted Securities”), then the Representative shall have the right, within 36 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 Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase Defaulted Securities does not exceed 10% of the aggregate number of the Offered Shares required Securities to be purchased on such date by the Underwritersdate, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other non-defaulting Underwriters shall be obligated, severally and not jointlyseverally, in the proportions that proportion to the number of Firm Shares Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares such Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Shares such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may beon a Date of Delivery, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares such Securities and the aggregate number of Offered Shares such Securities with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required Securities to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Shares Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 9 7, Section 8 and Section 10 16 hereof shall at all times be effective and shall survive such termination. In any such case case, either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and Statement, each Issuer Free Writing Prospectus, each Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 119. Nothing herein will Any action taken under this Section 9 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 2 contracts
Sources: Underwriting Agreement (Great Plains Energy Inc), Underwriting Agreement (Great Plains Energy Inc)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwriters, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointlyseverally, in the proportions that the number of Firm Offered Shares set forth opposite their respective names on Schedule A attached hereto bears to the aggregate number of Firm Offered Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Shares are not made within 48 forty-eight (48) hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 45, Section 9 6, Section 8 and Section 10 9 hereof shall at all times be effective and shall survive such termination. In any such case case, either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Second Closing Date, as the case may be, but in no event for longer than seven (7) days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 1110. Nothing herein will Any action taken under this Section 10 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwritersdate, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Offered Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Offered Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 7, Section 9 and Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 11. Nothing herein will Any action taken under this Section 11 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Iovance Biotherapeutics, Inc.)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10% %) of the aggregate number of the Offered Shares required to be purchased on such date by the Underwriters, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointlyseverally, in the proportions that the number of Firm Offered Shares set forth opposite their respective names on Schedule A (the "List of Underwriters") attached hereto bears to the aggregate number of Firm Offered Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds ten percent (10% %) of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Shares are not made within 48 forty-eight (48) hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 45 (the "Payment of Expenses"), Section 9 6 (the "Reimbursement of Underwriters' Expenses"), Section 8 ("Indemnification"), and Section 10 9 ("Contribution") shall at all times be effective and shall survive such termination. In any such case case, either the Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “"Underwriter” includes " shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 1110. Nothing herein will Any action taken under this Section 10 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Hanover Capital Mortgage Holdings Inc)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwritersdate, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A I bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Shares are not made within 48 36 hours after such default, this Agreement or the obligation to purchase Shares on an Additional Closing Date, as applicable, shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Dateparty, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4Sections 5, Section 9 7, 10 and Section 10 12 shall at all times be effective and shall survive such termination, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability to the other Underwriters and the Company for damages occasioned by its or their default hereunder. In any case where such case a default does not result in a termination of this Agreement or the obligation of the Underwriters to purchase Shares on an Option Closing Date, either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days days, in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 11Section 9. Nothing herein will Any action taken under this Section 9 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, If any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such datethe First Closing Date or any Option Closing Date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwritersdate, the Representatives Representative may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such datepurchase. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, If any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on the First Closing Date or any Option Closing Date, and the aggregate number of Offered Shares with respect to which such default occurs defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 7, Section 9 and Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 11. Nothing herein will Any action taken under this Section 11 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Zomedica Pharmaceuticals Corp.)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwriters, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointlyseverally, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing DateUnderwriter, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 9 6 and Section 10 7 shall at all times be effective and shall survive such termination. In any such case case, either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 118. Nothing herein will Any action taken under this Section 8 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Common Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Common Shares required to be purchased on such date by the Underwriters, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointlyseverally, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Lead Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Common Shares and the aggregate number of Offered Common Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Common Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives Lead Representative, the Company and the Company Primary Selling Stockholder for the purchase of such Offered Common Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 9 6 Section 8 and Section 10 9 shall at all times be effective and shall survive such termination. In any such case either the Representatives Lead Representative or the Company shall have the right to postpone the First Closing Date and either the Lead Representative or the applicable Option Other Selling Stockholders shall have the right to postpone the Second Closing Date, as the case may be, but in no event for 33 longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes "UNDERWRITER" shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 1110. Nothing herein will Any action taken under this Section 10 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10% %) of the aggregate number of the Offered Shares required to be purchased on such date by the Underwriters, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointlyseverally, in the proportions that the number of Firm Offered Shares set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number of Firm Offered Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds ten percent (10% %) of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Shares are not made within 48 forty-eight (48) hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect and the Company shall have no liability to Optional Shares after reimburse the First Closing Date, this Agreement will not terminate as Underwriters for the fees and disbursements of counsel to the Firm Shares Underwriters (including reasonable fees related to clauses (vi) and (vii) of Section 5 (“Payment of Expenses”)) or any Optional Shares purchased prior to such termination) other out-of-pocket expenses, including professional fees, that shall have been incurred by the Underwriters, except that the provisions of Section 48 (“Indemnification”), and Section 9 and Section 10 (“Contribution”) shall at all times be effective and shall survive such termination. In any such case case, either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 1110. Nothing herein will Any action taken under this Section 10 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwritersdate, the Representatives may make arrangements satisfactory to the Company and the Selling Shareholders for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives Representatives, the Company and the Company Selling Shareholders for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Dateparty, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 7, Section 9 and Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company and the Selling Shareholders shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 11. Nothing herein will Any action taken under this Section 11 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Default of One or More of the Several Underwriters. Default of One or More of the Several Underwriters" . If, on the First Closing Date or the applicable Option Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwriters, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointlyseverally, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule SCHEDULE A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 9 6, Section 8 and Section 10 9 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “"Underwriter” includes " shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 1110. Nothing herein will Any action taken under this Section 10 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable any Option Closing Date, as the case may be, Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required Securities to be purchased on such date by the Underwritersdate, the Representatives Representative may make arrangements satisfactory to the Company for the purchase of such Offered Shares Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares and Pre-Funded Warrants set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares and Pre-Funded Warrants set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Shares Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable any Option Closing Date, as the case may be, Date any one or more of the Underwriters shall fail or refuse to purchase Offered Shares Securities and the aggregate number of Offered Shares Securities with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required Securities to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Shares Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 7, Section 9 and Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 11. Nothing herein will Any action taken under this Section 11 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Savara Inc)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option any Subsequent Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwriters, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointlyseverally, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting UnderwritersRepresentative, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option any Subsequent Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement (or, in the case of any such failure or refusal that occurs on a Subsequent Closing Date after the First Closing Date, the obligations of the several Underwriters to purchase and of the Company to sell the Optional Shares that were to have been purchased and sold on such Subsequent Closing Date) shall terminate without liability of any non-defaulting party to any other party (provided that if except that, in the case of any termination of this Agreement as a result of any such default occurs with respect failure or refusal to Optional purchase Shares after on the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 9 6, Section 7 and Section 10 8 shall at all times be effective and shall survive such termination. If the obligations of the several Underwriters to purchase and of the Company to sell the Optional Shares that were to be purchased and sold on a Subsequent Closing Date are terminated as provided in the immediately preceding sentence, this Agreement shall at all times be effective and shall survive such termination, except that the obligations of the several Underwriters to purchase and of the Company to sell such Optional Shares on such date shall terminate. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option such Subsequent Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 119. Nothing herein will Any action taken under this Section 9 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Mortons Restaurant Group Inc)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwritersdate, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 1110. Nothing herein will Any action taken under this Section 10 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Inverness Medical Innovations Inc)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwriters, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointlyseverally, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 9 6, Section 8 and Section 10 9 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 1110. Nothing herein will Any action taken under this Section 10 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwriters, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwriters, and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 7, Section 9 and Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the a Registration Statement and the related Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 11. Nothing herein will Any action taken under this Section 11 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Vical Inc)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwriters, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointlyseverally, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing DateUnderwriter, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 9 6 and Section 10 7 shall at all times be effective and shall survive such termination. In any such case case, either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Second Closing Date, as the case may be, but in no event for longer than seven business days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 118. Nothing herein will Any action taken under this Section 8 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (First Potomac Realty Trust)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwritersdate, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to the Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 7, Section 9 and Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 11. Nothing herein will Any action taken under this Section 11 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Mercury Computer Systems Inc)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwritersdate, the Representatives Representative may make arrangements satisfactory (i) to the Company for the purchase of the Firm Shares and (ii) the Selling Stockholders holding a majority of the Optional Shares for the purchase of such Offered Shares Optional Shares, by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 9 7, Section 8 and Section 10 9 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 1110. Nothing herein will Any action taken under this Section 10 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Default of One or More of the Several Underwriters. (a) Subject to the terms of this Agreement, the obligation of the Underwriters to purchase the Units at the Closing Date shall be several and not joint and shall be limited to the number and equivalent percentage of the Securities set out opposite the name of the Underwriters respectively below (subject to such adjustment as the Underwriters may determine to eliminate fractional shares): Canaccord Genuity Inc. 8,800,000 80 % Maxim Group LLC 1,100,000 10 % ▇.▇. ▇▇▇▇▇▇▇▇▇▇ & Co., LLC 550,000 5 % MLV & Co. LLC 550,000 5 %
(b) If, on at the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares Units that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required Units to be purchased on such date by the Underwritersdate, the Representatives Representative may make arrangements satisfactory to the Company for the purchase of such Offered Shares Units by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, then the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares Units set forth opposite their respective names on Schedule A in Section 25(a) bears to the aggregate number of Firm Shares Units set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Shares Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on at the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares Units and the aggregate number of Offered Shares Units with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required Units to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Shares Units are not made within 48 24 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Dateparty, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4Sections 3(a), Section 9 3(b), 6, 9, 10 and Section 10 13 shall at all times be effective and shall survive such termination. In any case where such case a default does not result in a termination of this Agreement or the obligation of the Underwriters to purchase Units at the Closing Date, as applicable, either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this Agreementinstrument, along with all counterparts, will become a binding agreement between the term “Underwriter” includes any person substituted for an Underwriter under this Section 11Underwriters and the Company in accordance with its terms. Nothing herein will relieve a defaulting Underwriter from liability for its default.By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Executive Managing Director
Appears in 1 contract
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable any Option Closing Date, as the case may be, Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwritersdate, the Representatives Representative may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares and accompanying Warrants set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares and accompanying Warrants set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable any Option Closing Date, as the case may be, Date any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 7, Section 9 and Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven (7) days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 11. Nothing herein will Any action taken under this Section 11 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares ADSs that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required ADSs to be purchased on such date by the Underwritersdate, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares ADSs by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares ADSs set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares ADSs set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Shares ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares ADSs and the aggregate number of Offered Shares ADSs with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required ADSs to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Shares ADSs are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 7, Section 9 and Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 11. Nothing herein will Any action taken under this Section 11 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable any Option Closing Date, as the case may be, Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required Securities to be purchased on such date by the Underwritersdate, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares and Pre-Funded Warrants set forth opposite their respective names on Schedule A bears bear to the aggregate number of Firm Shares and Pre-Funded Warrants set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Shares Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable any Option Closing Date, as the case may be, Date any one or more of the Underwriters shall fail or refuse to purchase Offered Shares Securities and the aggregate number of Offered Shares Securities with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required Securities to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Shares Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section Section 4, Section Section 7, Section 9 and Section Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section Section 11. Nothing herein will Any action taken under this Section 11 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Milestone Pharmaceuticals Inc.)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares ADSs that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required ADSs to be purchased on such date by the Underwritersdate, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares ADSs by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares ADSs set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares ADSs set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Shares ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares ADSs and the aggregate number of Offered Shares ADSs with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required ADSs to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Shares ADSs are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section Sections 4, Section 7, 9 and Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 11. Nothing herein will Any action taken under this Section 11 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwriters, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointlyseverally, in the proportions that the number of Firm Offered Shares set forth opposite their respective names on Schedule A attached hereto bears to the aggregate number of Firm Offered Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Shares are not made within 48 forty-eight (48) hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Dateparty, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that (i) the provisions of Section 45, Section 9 6, Section 8 and Section 10 9 hereof shall at all times be effective and shall survive such termination, and (ii) any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. In any such case case, either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 11. Nothing herein will relieve a defaulting Underwriter from liability for its default10.
Appears in 1 contract
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Common Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10% %) of the aggregate number of the Offered Common Shares required to be purchased on such date by the Underwriters, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointlyseverally, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Common Shares and the aggregate number of Offered Common Shares with respect to which such default occurs exceeds ten percent (10% %) of the aggregate number of Offered Common Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Common Shares are not made within 48 forty-eight (48) hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 45, Section 7, Section 9 and Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Second Closing Date, as the case may be, but in no event for longer than seven (7) days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “"Underwriter” includes " shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 11. Nothing herein will Any action taken under this Section 11 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Common Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Common Shares required to be purchased on such date by the Underwriters, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointlyseverally, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Lead Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Common Shares and the aggregate number of Offered Common Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Common Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives Lead Representative, the Company and the Company Primary Selling Stockholder for the purchase of such Offered Common Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 9 6 Section 8 and Section 10 9 shall at all times be effective and shall survive such termination. In any such case either the Representatives Lead Representative or the Company shall have the right to postpone the First Closing Date and either the Lead Representative or the applicable Option Other Selling Stockholders shall have the right to postpone the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes "UNDERWRITER" shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 1110. Nothing herein will Any action taken under this Section 10 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwritersdate, the Representatives Representative may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares with respect to which such default occurs defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 7, Section 9 and Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “"Underwriter” includes " shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 11. Nothing herein will Any action taken under this Section 11 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwriters, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointlyseverally, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A I bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 46, Section 9 7 and Section 10 8 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents document or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes Underwriter shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 119. Nothing herein will Any action taken under this Section 9 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Common Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Common Shares required to be purchased on such date by the Underwriters, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally severally, and not jointly, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Common Shares and the aggregate number of Offered Common Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Common Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Common Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4Sections 6, Section 9 8 and Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “"Underwriter” includes " shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 11. Nothing herein will Any action taken under this Section 11 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Flextronics International LTD)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwritersdate, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severally and not jointlyseverally, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section Sections 4, Section 6, 8 and 9 and Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes "UNDERWRITER" shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 1110. Nothing herein will Any action taken under this Section 10 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Source Interlink Companies Inc)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwritersdate, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A I bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Shares are not made within 48 24 hours after such default, this Agreement or the obligation to purchase Shares on an Option Closing Date, as applicable, shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Dateparty, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4Sections 5(a)(viii), Section 9 7, 10 and Section 10 12 shall at all times be effective and shall survive such termination. In any case where such case a default does not result in a termination of this Agreement or the obligation of the Underwriters to purchase Shares on an Option Closing Date, either the Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 11Section 9. Nothing herein will Any action taken under this Section 9 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwritersdate, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A hereto bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 9 and Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may beClosing, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 11. Nothing herein will Any action taken under this Section 11 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwritersdate, the Representatives Representative may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives Jefferies and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any with respect to the non-defaulting party Underwriters without liability to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Dateparty, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 7, Section 9 and Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement Statements and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 11. Nothing herein will 11 Any action taken under this Section 11 hall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Avanir Pharmaceuticals, Inc.)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares Units that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required Units to be purchased on such date by the Underwritersdate, the Representatives Representative may make arrangements satisfactory to the Company for the purchase of such Offered Shares Units by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares Units set forth opposite their respective names on Schedule A I bears to the aggregate number of Firm Shares Units set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Shares Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares Units and the aggregate number of Offered Shares Units with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required Units to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Shares Units are not made within 48 24 hours after such default, this Agreement (if the default relates to the Firm Units) or the obligation to purchase Units on the Closing Date (if the default relates to the Additional Units) shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Dateparty, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4Sections 5(a)(vii), Section 9 7, and Section 10 12 shall at all times be effective and shall survive such termination. In any case where such case a default does not result in a termination of this Agreement or the obligation of the Underwriters to purchase Units on the Closing Date, either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus Prospectuses or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 118. Nothing herein will Any action taken under this Section 8 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Game Trading Technologies, Inc.)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10% %) of the aggregate number of the Offered Shares required to be purchased on such date by the Underwriters, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointlyseverally, in the proportions that the number of Firm Offered Shares set forth opposite their respective names on Schedule A (the “List of the Underwriters”) attached hereto bears to the aggregate number of Firm Offered Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds ten percent (10% %) of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Shares are not made within 48 forty-eight (48) hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 45 (“Payment of Expenses”), Section 9 6 (“Reimbursement of Underwriters’ Expenses”), and Section 10 7 (“Indemnification”) shall at all times be effective and shall survive such termination. In any such case case, either the Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Second Closing Date, as the case may be, but in no event for longer than seven business days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 118. Nothing herein will Any action taken under this Section 8 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Newtek Business Services Corp.)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10% %) of the aggregate number of the Offered Shares required to be purchased on such date by the Underwriters, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointlyseverally, in the proportions that the number of Firm Offered Shares set forth opposite their respective names on Schedule A (the “List of Underwriters”) attached hereto bears to the aggregate number of Firm Offered Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds ten percent (10% %) of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Shares are not made within 48 forty-eight (48) hours after such default, this Agreement shall terminate without liability of any non-party (other than a defaulting party Underwriter) to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 45 (the “Payment of Expenses”), Section 9 6 (the “Reimbursement of Underwriters’ Expenses”), Section 8 (“Indemnification”), and Section 10 9 (“Contribution”) shall at all times be effective and shall survive such termination. In any such case case, either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 1110. Nothing herein will herein, including any action taken under this Section 10, shall relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwritersdate, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares with respect to which such default occurs defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 46, Section 9 9, Section 11 and Section 10 12 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company and Selling Shareholder shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 1113. Nothing herein will Any action taken under this Section 13 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Biodelivery Sciences International Inc)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase the Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwritersdate, the Representatives Representative may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Offered Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Offered Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 7, Section 9 and Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 11. Nothing herein will Any action taken under this Section 11 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Oriental Financial Group Inc)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwritersdate, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such First Closing Date or the applicable Option Closing Date, as the case may be, the other Underwriters shall be obligated, severally and not jointlyseverally, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-party (other than a defaulting party Underwriter) to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 45, Section 7, Section 9 and Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 11. Nothing herein will Any action taken under this Section 11 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Genco Shipping & Trading LTD)
Default of One or More of the Several Underwriters. (a) If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwriters, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointlyseverally, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting party to Underwriters or the Company for the purchase or sale of any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, under this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 9 and Section 10 shall at all times be effective and shall survive such terminationAgreement. In any such case case, either the Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for a period longer than seven days days, in order that the required changes, if any, to the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. .
(b) As used in this AgreementSection 10, the term “"Underwriter” includes " shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 1110. Nothing herein will Any action taken pursuant to this Section 10 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required Securities to be purchased on such date by the Underwritersdate, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares ADSs set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares ADSs set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Shares Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares Securities and the aggregate number of Offered Shares Securities with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required Securities to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Shares Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 9 and Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement Statement, the ADS Registration Statement, and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 11. Nothing herein will Any action taken under this Section 11 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (BCD Semiconductor Manufacturing LTD)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwritersdate, the Representatives may make arrangements reasonably satisfactory to the Company and the Selling Shareholders for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives Representatives, the Company and the Company Selling Shareholders for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 7, Section 9 and Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 11. Nothing herein will Any action taken under this Section 11 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Bravo Brio Restaurant Group, Inc.)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option a Subsequent Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwriters, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointlyseverally, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives ML with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option a Subsequent Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives ML and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 9 6, Section 8 and Section 10 9 shall at all times be effective and shall survive such termination. In any such case either the Representatives ML or the Company shall have the right to postpone the First Closing Date or the applicable Option a Subsequent Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 1110. Nothing herein will Any action taken under this Section 10 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10% %) of the aggregate number of the Offered Shares required to be purchased on such date by the Underwriters, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointlyseverally, in the proportions that the number of Firm Offered Shares set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number of Firm Offered Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds ten percent (10% %) of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Shares are not made within 48 forty-eight (48) hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 45 (“Payment of Expenses”), Section 9 6 (“Reimbursement of Underwriters’ Expenses”), Section 8 (“Indemnification”), and Section 10 9 (“Contribution”) shall at all times be effective and shall survive such termination. In any such case case, either the Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 1110. Nothing herein will Any action taken under this Section 10 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwritersdate, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section Sections 4, Section 7, 9 and Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 11. Nothing herein will Any action taken under this Section 11 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable any Option Closing Date, as the case may be, Date any one or more of the several Underwriters shall fail or refuse to purchase Offered the Firm Shares or Option Shares, as applicable, that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Firm Shares or Option Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Firm Shares required or Option Shares, as applicable, to be purchased on such date by the Underwritersdate, the Representatives Representative may make arrangements satisfactory to the Company for the purchase of such Offered Firm Shares or Option Shares, as applicable, by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares and Option Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares and Option Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Firm Shares and Option Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable any Option Closing Date, as the case may be, Date any one or more of the Underwriters shall fail or refuse to purchase Offered Firm Shares or Option Shares and the aggregate number of Offered Firm Shares and Option Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Firm Shares required or Option Shares to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Firm Shares and Option Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “"Underwriter” includes " shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 1110. Nothing herein will Any action taken under this Section 10 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Class B Common Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Class B Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Class B Common Shares required to be purchased on such date by the Underwriters, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointlyseverally, in the proportions that the number of Firm Class B Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Class ---------- B Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Class B Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Class B Common Shares and the aggregate number of Offered Class B Common Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Class B Common Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Class B Common Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “"Underwriter” includes " shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 1110. Nothing herein will Any action taken under this Section 10 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Ticketmaster Online Citysearch Inc)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwritersdate, the Representatives Representative may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A I bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement or the obligation to purchase Shares on an Option Closing Date, as applicable, shall terminate terminate. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or any other Underwriter for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after Underwriters or the First Closing DateCompany, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4☐Sections 5, Section 9 7, 10 and Section 10 12 shall at all times be effective and shall survive such termination. In any case where such case a default does not result in a termination of this Agreement or the obligation of the Underwriters to purchase Shares on an Option Closing Date, either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this ☐Section 119. Nothing herein will Any action taken under this ☐Section 9 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwritersdate, the Representatives Representative may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares with respect to which such default occurs defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 7, Section 9 and Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus Prospectuses or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 11. Nothing herein will Any action taken under this Section 11 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwritersdate, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares with respect to which such default occurs defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 47, Section 9 and Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 11. Nothing herein will Any action taken under this Section 11 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares Units that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10% %) of the aggregate number of the Offered Shares required Units to be purchased on such date by the Underwriters, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointlyseverally, in the proportions that the number of Firm Shares Offered Units set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number of Firm Shares Offered Units set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Shares Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares Units and the aggregate number of Offered Shares Units with respect to which such default occurs exceeds ten percent (10% %) of the aggregate number of Offered Shares required Units to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Shares Units are not made within 48 forty-eight (48) hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 45 (“Payment of Expenses”), Section 9 6 (“Reimbursement of Underwriters’ Expenses”), Section 8 (“Indemnification”), and Section 10 9 (“Contribution”) shall at all times be effective and shall survive such termination. In any such case case, either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 1110. Nothing herein will Any action taken under this Section 10 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwriters, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointlyseverally, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A I bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 46, Section 9 7 and Section 10 8 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents document or arrangements may be effected. As used in this Agreement, the term “"Underwriter” includes " shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 119. Nothing herein will Any action taken under this Section 9 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwritersdate, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severally and not jointlyseverally, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 9 6, Section 8 and Section 10 9 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes "UNDERWRITER" shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 1110. Nothing herein will Any action taken under this Section 10 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may bea Date of Delivery, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required Securities to be purchased on such date by the Underwritersdate, the Representatives Representative may make arrangements satisfactory to the Company for the purchase of such Offered Shares Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Shares Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may bea Date of Delivery, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares the Securities and the aggregate number of Offered Shares Securities with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required Securities to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Shares Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 45, Section 9 8, Section 10, Section 11 and Section 10 20 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may beDate of Delivery, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 1112. Nothing herein will Any action taken under this Section 12 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (First Citizens Bancshares Inc /De/)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option a Subsequent Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwriters, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointlyseverally, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives BAS with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option a Subsequent Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives BAS and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 9 6, Section 8 and Section 10 9 shall at all times be effective and shall survive such termination. In any such case either the Representatives BAS or the Company shall have the right to postpone the First Closing Date or the applicable Option a Subsequent Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 1110. Nothing herein will Any action taken under this Section 10 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwritersdate, the Representatives Representative may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A B bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 7, Section 9 and Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 11. Nothing herein will Any action taken under this Section 11 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Igate Corp)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Firm Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Firm Shares required to be purchased on such date by the Underwritersdate, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Firm Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Firm Shares and the aggregate number of Offered Firm Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Firm Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Firm Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 7, Section 9 and Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 11. Nothing herein will Any action taken under this Section 11 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required to be purchased on such date by the Underwritersdate, the Representatives Representative may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives Jefferies and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any with respect to the non-defaulting party Underwriters without liability to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Dateparty, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 7, Section 9 and Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 11. Nothing herein will 11 Any action taken under this Section 11 hall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Avanir Pharmaceuticals, Inc.)
Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable any Option Closing Date, as the case may be, Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares required Securities to be purchased on such date by the Underwritersdate, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Datedate, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares and Pre-Funded Warrants set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares and Pre-Funded Warrants set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Shares Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable any Option Closing Date, as the case may be, Date any one or more of the Underwriters shall fail or refuse to purchase Offered Shares Securities and the aggregate number of Offered Shares Securities with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares required Securities to be purchased on such date by the Underwritersdate, and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Shares Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of Section 4, Section 7, Section 9 and Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 11. Nothing herein will Any action taken under this Section 11 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Travere Therapeutics, Inc.)