Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Units, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such Units, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Units, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a), the total number of Units that remains unpurchased does not exceed one-eleventh of the total number of Units, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units that such Underwriter agreed to purchase hereunder) of the Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. (c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a), the total number of Units that remains unpurchased exceeds one-eleventh of the total number of Units, or if the Company shall not exercise the right described in Section 9(b), then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 23 contracts
Sources: Underwriting Agreement (Power & Digital Infrastructure Acquisition II Corp.), Underwriting Agreement (Power & Digital Infrastructure Acquisition II Corp.), Underwriting Agreement (Pegasus Digital Mobility Acquisition Corp.)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units Stock that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Stock by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsStock, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units Stock on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsStock, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsStock, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units Stock that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of the Stock that remains unpurchased does not exceed one-eleventh of the total number of Unitsshares of all the Stock, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder) of the Units Stock of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units shares of Stock that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of Stock that remains unpurchased exceeds one-eleventh of the total number of Unitsshares of all the Stock, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 20 contracts
Sources: Underwriting Agreement (Enviva Inc.), Underwriting Agreement (BioXcel Therapeutics, Inc.), Underwriting Agreement (Palomar Holdings, Inc.)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units Stock that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Stock by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsStock, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units Stock on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsStock, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsStock, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 911, purchases Units Stock that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of the Stock that remains unpurchased does not exceed one-eleventh of the total number of Unitsshares of all the Stock, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder) of the Units Stock of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units shares of Stock that it agreed to purchase on such Delivery Date pursuant to the terms of Section 23.
(c) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of Stock that remains unpurchased exceeds one-eleventh of the total number of Unitsshares of all the Stock, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 11 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 8 and 11 13 and except that the provisions of Section 8 10 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 18 contracts
Sources: Underwriting Agreement (WatchGuard, Inc.), Underwriting Agreement (Civitas Solutions, Inc.), Underwriting Agreement (NEP Group, Inc.)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Units, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such Units, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Units, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a), the total number of Units that remains unpurchased does not exceed one-eleventh of the total number of Units, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units that such Underwriter agreed to purchase hereunder) of the Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 22 hereof.
(c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a), the total number of Units that remains unpurchased exceeds one-eleventh of the total number of Units, or if the Company shall not exercise the right described in Section 9(b), then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 hereof and except that the provisions of Section 8 hereof shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 10 contracts
Sources: Underwriting Agreement (Spindletop Health Acquisition Corp.), Underwriting Agreement (Anthemis Digital Acquisitions I Corp), Underwriting Agreement (Spindletop Health Acquisition Corp.)
Defaulting Underwriters. (a) If, on any Delivery the Closing Date, any Underwriter defaults in its obligations to purchase the Units Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Notes by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsNotes, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsNotes, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsNotes, either the non-defaulting Underwriters or the Company may postpone such Delivery the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units Notes that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Notes of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number aggregate principal amount of Units such Notes that remains unpurchased does not exceed one-eleventh of the total number aggregate principal amount of Unitsall the Notes, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number principal amount of Units Notes that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number principal amount of Units Notes that such Underwriter agreed to purchase hereunder) of the Units Notes of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number aggregate principal of Units Notes that it agreed to purchase on such Delivery the Closing Date pursuant to the terms of Section 24.
(c) If, after giving effect to any arrangements for the purchase of the Units Notes of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number aggregate principal amount of Units such Notes that remains unpurchased exceeds one-eleventh of the total number aggregate principal amount of Unitsall the Notes, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the CompanyCompany or the Guarantors, except that the Company and each of the Guarantors will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company Company, the Guarantors or any non-defaulting Underwriter for damages caused by its default.
Appears in 9 contracts
Sources: Underwriting Agreement (CNH Industrial Capital LLC), Underwriting Agreement (CNH Industrial Capital LLC), Underwriting Agreement (CNH Industrial Capital LLC)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units Stock that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Stock by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 thirty-six (36) hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsStock, then the Company shall be entitled to a further period of 36 thirty-six (36) hours within which to procure other persons reasonably satisfactory to the non-defaulting Underwriters to purchase such Units Stock on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsStock, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsStock, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven (7) full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units Stock that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of the Stock that remains unpurchased does not exceed one-eleventh of the total number of Unitsshares of all the Stock, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder) of the Units Stock of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units shares of Stock that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of Stock that remains unpurchased exceeds one-eleventh of the total number of Unitsshares of all the Stock, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 7 contracts
Sources: Underwriting Agreement (Fibrocell Science, Inc.), Underwriting Agreement (Pacira Pharmaceuticals, Inc.), Underwriting Agreement (Fibrocell Science, Inc.)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units by the non-defaulting Underwriters or other persons satisfactory to the Company Partnership on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Units, then the Company Partnership shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company Partnership that they have so arranged for the purchase of such Units, or the Company Partnership notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Units, either the non-defaulting Underwriters or the Company Partnership may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company Partnership agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Partnership as provided in Section 9(a)paragraph (a) above, the total number of Units that remains unpurchased does not exceed one-eleventh of the total number of all Units, then the Company Partnership shall have the right to require each non-defaulting Underwriter to purchase the total number of Units that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units that such Underwriter agreed to purchase hereunder) of the Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Partnership as provided in Section 9(a)paragraph (a) above, the total number of Units that remains unpurchased exceeds one-eleventh of the total number of all the Units, or if the Company Partnership shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the CompanyPartnership, except that the Company Partnership will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company Partnership or any non-defaulting Underwriter for damages caused by its default.
Appears in 6 contracts
Sources: Underwriting Agreement (Summit Midstream Partners, LP), Underwriting Agreement (Rose Rock Midstream, L.P.), Underwriting Agreement (Rose Rock Midstream, L.P.)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units by the non-defaulting Underwriters or other persons satisfactory to the Company Partnership on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Units, then the Company Partnership shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company Partnership that they have so arranged for the purchase of such Units, or the Company Partnership notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Units, either the non-defaulting Underwriters or the Company Partnership may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company Partnership agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Partnership as provided in Section 9(a)paragraph (a) above, the total number of the Units that remains unpurchased does not exceed one-eleventh of the total number of all the Units, then the Company Partnership shall have the right to require each non-defaulting Underwriter to purchase the total number of Units that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units that such Underwriter agreed to purchase hereunder) of the Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Partnership as provided in Section 9(a)paragraph (a) above, the total number of Units that remains unpurchased exceeds one-eleventh of the total number of all the Units, or if the Company Partnership shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the CompanyPartnership, except that the Company Partnership will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company Partnership or any non-defaulting Underwriter for damages caused by its default.
Appears in 6 contracts
Sources: Underwriting Agreement (Viper Energy Partners LP), Underwriting Agreement (Rice Midstream Partners LP), Underwriting Agreement (Rice Midstream Partners LP)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units by the non-defaulting Underwriters or other persons satisfactory to the Company Partnership on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Units, then the Company Partnership shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company Partnership that they have so arranged for the purchase of such Units, or the Company Partnership notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Units, either the non-defaulting Underwriters or the Company Partnership may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company Partnership agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Partnership as provided in Section 9(a)paragraph (a) above, the total number of the Units that remains unpurchased does not exceed one-eleventh of the total number of all the Units, then the Company Partnership shall have the right to require each non-defaulting Underwriter to purchase the total number of Units that such Underwriter agreed to purchase hereunder plus such Underwriter’s 's pro rata share (based on the total number of Units that such Underwriter agreed to purchase hereunder) of the Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Partnership as provided in Section 9(a)paragraph (a) above, the total number of Units that remains unpurchased exceeds one-eleventh of the total number of all the Units, or if the Company Partnership shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the CompanyPartnership, except that the Company Partnership will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company Partnership or any non-defaulting Underwriter for damages caused by its default.
Appears in 5 contracts
Sources: Underwriting Agreement (Viper Energy Partners LP), Underwriting Agreement (Viper Energy Partners LP), Underwriting Agreement (Viper Energy Partners LP)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units by the non-defaulting nondefaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Units, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such Units, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Units, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As Unless the context otherwise requires, as used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, includes any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and or other persons satisfactory to the Company or the non-defaulting Underwriters as provided in Section 9(a), the total number of Units that remains unpurchased does not exceed one-eleventh of the total number of Units, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units that such Underwriter agreed to purchase hereunder) of the Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that each of the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units that it they agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and or other persons satisfactory to the Company or the non-defaulting Underwriters as provided in Section 9(a), the total number of Units that remains unpurchased exceeds one-eleventh of the total number of Units, or if the Company shall not exercise the right described in Section 9(b), then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 5 contracts
Sources: Underwriting Agreement (TPB Acquisition Corp I), Underwriting Agreement (TPB Acquisition Corp I), Underwriting Agreement (TPB Acquisition Corp I)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Units, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such Units, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Units, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter,” includes, for all purposes of this Agreement unless the context requires otherwise, includes any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a), the total number of Units that remains unpurchased does not exceed one-eleventh of the total number of Units, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units that such Underwriter agreed to purchase hereunder) of the Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a), the total number of Units that remains unpurchased exceeds one-eleventh of the total number of Units, or if the Company shall not exercise the right described in Section 9(b), then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 5 contracts
Sources: Underwriting Agreement (Rice Acquisition Corp 3), Underwriting Agreement (Rice Acquisition Corp. II), Underwriting Agreement (Rice Acquisition Corp. II)
Defaulting Underwriters. (a) If, on any Delivery the Closing Date, any Underwriter defaults in the performance of its obligations to purchase the Units that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange make arrangements for the purchase of the Securities which such Units defaulting Underwriter agreed but failed to purchase by other persons satisfactory to the Company and the non-defaulting Underwriters, but if no such arrangements are made within 36 hours after such default, this Agreement shall terminate without liability on the part of the non-defaulting Underwriters or other persons satisfactory the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Section 12 and except that the provisions of Sections 9 and 10 shall not terminate and shall remain in effect. As used in this Agreement, the term "Underwriters" includes, for all purposes of this Agreement unless the context otherwise requires, any party not listed in the Underwriting Agreement that, pursuant to this Section 7, purchases Securities which a defaulting Underwriter agreed but failed to purchase.
(b) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company on the terms contained in this Agreement. If, within 36 hours after or any such default by any Underwriter, the non-defaulting Underwriters do not arrange Underwriter for the purchase of such Units, then the Company shall be entitled to a further period of 36 hours within which to procure damages caused by its default. If other persons satisfactory to the non-defaulting Underwriters are obligated or agree to purchase such Units on such terms. In the event that within the respective prescribed periods, the non-Securities of a defaulting Underwriters notify the Company that they have so arranged for the purchase of such Units, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsUnderwriter, either the non-defaulting Underwriters or the Company may postpone such Delivery the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, Statement and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, Statement and the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a), the total number of Units that remains unpurchased does not exceed one-eleventh of the total number of Units, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units that such Underwriter agreed to purchase hereunder) of the Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a), the total number of Units that remains unpurchased exceeds one-eleventh of the total number of Units, or if the Company shall not exercise the right described in Section 9(b), then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 5 contracts
Sources: Underwriting Agreement (Centex Corp), Underwriting Agreement (Centex Corp), Underwriting Agreement (Centex Corp)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units by the non-defaulting Underwriters or other persons satisfactory to the Company Partnership on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Units, then the Company Partnership shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units on such termsthe terms specified in this Agreement. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company Partnership that they have so arranged for the purchase of such Units, or the Company Partnership notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Units, either the non-defaulting Underwriters or the Company Partnership may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company Partnership or counsel for the Underwriters Underwriters’ Counsel may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company Partnership agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Partnership as provided in Section 9(a)paragraph (a) above, the total number of Units that remains unpurchased does not exceed one-eleventh of the total number of all the Units, then the Company Partnership shall have the right to require each non-defaulting Underwriter to purchase the total number of Units Unit that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units that such Underwriter agreed to purchase hereunder) of the Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Partnership as provided in Section 9(a)paragraph (a) above, the total number of Units that remains unpurchased exceeds one-eleventh of the total number of all the Units, or if the Company Partnership shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the CompanyPartnership, except that the Company Partnership will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company Partnership or any non-defaulting Underwriter for damages caused by its default.
Appears in 4 contracts
Sources: Underwriting Agreement (Noble Midstream Partners LP), Underwriting Agreement (Noble Midstream Partners LP), Underwriting Agreement (Noble Midstream Partners LP)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units Stock that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Stock by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsStock, then the Company shall be entitled to a further period of 36 hours within which to procure other persons reasonably satisfactory to the non-defaulting Underwriters to purchase such Units Stock on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsStock, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsStock, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units Stock that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of the Stock that remains unpurchased does not exceed one-eleventh of the total number of Unitsshares of all the Stock, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder) of the Units Stock of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units shares of Stock that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of Stock that remains unpurchased exceeds one-eleventh of the total number of Unitsshares of all the Stock, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement or, with respect to any Option Stock Delivery Date, the obligation of the Underwriters to purchase Stock on the Option Stock Delivery Date, shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 4 contracts
Sources: Underwriting Agreement (Endostim, Inc.), Underwriting Agreement (Zosano Pharma Corp), Underwriting Agreement (Applied Genetic Technologies Corp)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units by the non-defaulting Underwriters or other persons satisfactory to the Company Partnership on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Units, then the Company Partnership shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company Partnership that they have so arranged for the purchase of such Units, or the Company Partnership notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Units, either the non-defaulting Underwriters or the Company Partnership may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company Partnership agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Partnership as provided in Section 9(a)paragraph (a) above, the total number of Units that remains unpurchased does not exceed one-eleventh of the total number of all Units, then the Company Partnership shall have the right to require each non-defaulting Underwriter to purchase the total number of Units that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units that such Underwriter agreed to purchase hereunder) of the Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Partnership as provided in Section 9(a)paragraph (a) above, the total number of Units that remains unpurchased exceeds one-eleventh of the total number of all the Units, or if the Company Partnership shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the CompanyPartnership Parties, except that the Company Partnership Parties will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of this Section 8 9 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company Partnership or any non-defaulting Underwriter for damages caused by its default.
Appears in 4 contracts
Sources: Underwriting Agreement (SunCoke Energy Partners, L.P.), Underwriting Agreement (SunCoke Energy Partners, L.P.), Underwriting Agreement (SunCoke Energy Partners, L.P.)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units Stock that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Stock by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsStock, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units Stock on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsStock, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsStock, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 98, purchases Units Stock that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of the Stock that remains unpurchased does not exceed one-eleventh of the total number of Unitsshares of all the Stock, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder plus such Underwriter’s 's pro rata share (based on the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder) of the Units Stock of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units shares of Stock that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of Stock that remains unpurchased exceeds one-eleventh of the total number of Unitsshares of all the Stock, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 8 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 5 and 11 10 and except that the provisions of Section 8 10 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 4 contracts
Sources: Underwriting Agreement (ASP Isotopes Inc.), Underwriting Agreement (ASP Isotopes Inc.), Underwriting Agreement (Platform Specialty Products Corp)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units by the non-defaulting Underwriters or other persons satisfactory to the Company Partnership on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Units, then the Company Partnership shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company Partnership that they have so arranged for the purchase of such Units, or the Company Partnership notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Units, either the non-defaulting Underwriters or the Company Partnership may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company Partnership agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Partnership as provided in Section 9(a)paragraph (a) above, the total number of Units that remains unpurchased does not exceed one-eleventh of the total number of all Units, then the Company Partnership shall have the right to require each non-defaulting Underwriter to purchase the total number of Units that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units that such Underwriter agreed to purchase hereunder) of the Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Partnership as provided in Section 9(a)paragraph (a) above, the total number of Units that remains unpurchased exceeds one-eleventh of the total number of all Units, or if the Company Partnership shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the CompanyPartnership, except that the Company Partnership will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company Partnership or any non-defaulting Underwriter for damages caused by its default.
Appears in 4 contracts
Sources: Underwriting Agreement (Westlake Chemical Partners LP), Underwriting Agreement (JP Energy Partners LP), Underwriting Agreement (JP Energy Partners LP)
Defaulting Underwriters. (a) If, on any Delivery the Closing Date, any Underwriter defaults in its obligations to purchase the Units Notes that it has agreed to purchase under this Agreement, the remaining non-non- defaulting Underwriters may in their discretion arrange for the purchase of such Units Notes by the non-non- defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsNotes, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-non- defaulting Underwriters to purchase such Units Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsNotes, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsNotes, either the non-defaulting Underwriters or the Company may postpone such Delivery the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units Notes that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Notes of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number aggregate principal amount of Units such Notes that remains unpurchased does not exceed one-eleventh of the total number aggregate principal amount of Unitsall the Notes, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number principal amount of Units Notes that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number principal amount of Units Notes that such Underwriter agreed to purchase hereunder) of the Units Notes of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number aggregate principal of Units Notes that it agreed to purchase on such Delivery the Closing Date pursuant to the terms of Section 24.
(c) If, after giving effect to any arrangements for the purchase of the Units Notes of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number aggregate principal amount of Units such Notes that remains unpurchased exceeds one-eleventh of the total number aggregate principal amount of Unitsall the Notes, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the CompanyCompany or the Guarantors, except that the Company and each of the Guarantors will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company Company, the Guarantors or any non-defaulting Underwriter for damages caused by its default.
Appears in 4 contracts
Sources: Underwriting Agreement (CNH Industrial Capital LLC), Underwriting Agreement (CNH Industrial Capital LLC), Underwriting Agreement (CNH Industrial Capital LLC)
Defaulting Underwriters. (a) If, on any Delivery the Closing Date, any Underwriter defaults in the performance of its obligations to purchase the Units that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange make arrangements for the purchase of the Securities which such Units defaulting Underwriter agreed but failed to purchase by other persons satisfactory to the Company and the non-defaulting Underwriters, but if no such arrangements are made within 36 hours after such default, this Agreement shall terminate without liability on the part of the non-defaulting Underwriters or other persons satisfactory the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Section 12 and except that the provisions of Sections 9 and 10 shall not terminate and shall remain in effect. As used in this Agreement, the term “Underwriters” includes, for all purposes of this Agreement unless the context otherwise requires, any party not listed in the Underwriting Agreement that, pursuant to this Section 7, purchases Securities which a defaulting Underwriter agreed but failed to purchase.
(b) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company on the terms contained in this Agreement. If, within 36 hours after or any such default by any Underwriter, the non-defaulting Underwriters do not arrange Underwriter for the purchase of such Units, then the Company shall be entitled to a further period of 36 hours within which to procure damages caused by its default. If other persons satisfactory to the non-defaulting Underwriters are obligated or agree to purchase such Units on such terms. In the event that within the respective prescribed periods, the non-Securities of a defaulting Underwriters notify the Company that they have so arranged for the purchase of such Units, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsUnderwriter, either the non-defaulting Underwriters or the Company may postpone such Delivery the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, Statement and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, Statement and the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a), the total number of Units that remains unpurchased does not exceed one-eleventh of the total number of Units, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units that such Underwriter agreed to purchase hereunder) of the Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a), the total number of Units that remains unpurchased exceeds one-eleventh of the total number of Units, or if the Company shall not exercise the right described in Section 9(b), then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 3 contracts
Sources: Underwriting Agreement (Centex Corp), Underwriting Agreement (Centex Corp), Underwriting Agreement (Centex Corp)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Units, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such Units, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Units, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As Unless the context otherwise requires, as used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, includes any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and or other persons satisfactory to the Company as provided in Section 9(a), the total number of Units that remains unpurchased does not exceed one-eleventh of the total number of Units, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units that such Underwriter agreed to purchase hereunder) of the Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and or other persons satisfactory to the Company as provided in Section 9(a), the total number of Units that remains unpurchased exceeds one-eleventh of the total number of Units, or if the Company shall not exercise the right described in Section 9(b), then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 3 contracts
Sources: Underwriting Agreement (Social Leverage Acquisition Corp I), Underwriting Agreement (Social Leverage Acquisition Corp I), Underwriting Agreement (Social Leverage Acquisition Corp I)
Defaulting Underwriters. (a) If, on the Closing Date or any Delivery Additional Closing Date, as the case may be, any Underwriter defaults in on its obligations obligation to purchase the Units Shares that it has agreed to purchase under this Agreementhereunder on such date, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Shares by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 48 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsShares, then the Company shall be entitled to a further period of 36 48 hours within which to procure arrange for other persons satisfactory to the non-defaulting Underwriters to purchase such Units Shares on such terms. In If, pursuant to the event that within preceding two sentences, other persons become obligated or agree to purchase the respective prescribed periods, the non-Shares of a defaulting Underwriters notify the Company that they have so arranged for the purchase of such Units, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsUnderwriter, either the non-defaulting Underwriters or the Company may postpone such Delivery the Closing Date or any Additional Closing Date, as the case may be, for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, Pricing Disclosure Package, the Final Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, Pricing Disclosure Package or the Final Prospectus or in any such other document or arrangement that effects necessary to effect any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwiseotherwise requires, any party person not listed in Schedule I hereto that, pursuant to this Section 9(a), purchases Units Shares that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)13(a) hereof, the total aggregate number of Units such Shares that remains unpurchased on the Closing Date or any Additional Closing Date, as the case may be, does not exceed one-eleventh 10% of the total aggregate number of Unitsall the Shares to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the total number of Units Shares that such Underwriter agreed to purchase hereunderhereunder on such date) of the Units Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that in no event shall the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units Shares that it any Underwriter has agreed to purchase on such Delivery Date date pursuant to this Agreement be increased pursuant to this Section (a) by an amount in excess of 10% of such principal amount without the terms written consent of Section 2such Underwriter.
(c) If, after giving effect to any arrangements for the purchase of the Units Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)13(a) hereof, the total aggregate number of Units such Shares that remains unpurchased on the Closing Date or any Additional Closing Date, as the case may be, exceeds one-eleventh 10% of the total number aggregate of Unitsall the Shares to be purchased on such date, or if the Company shall not exercise the right described in Section 9(b)13(b) hereof, then this Agreement or, with respect to any Additional Closing Date, the obligation of the Underwriters to purchase Shares on such Additional Closing Date shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 13(c) shall be without liability on the part of the Company, except that the Company will shall continue to be liable for the payment of expenses as set forth in Sections under Section 6 and Section 11 hereof and except that the provisions of Section 8 and Section 9 hereof shall not terminate at all times be effective and shall remain in effectsurvive any such termination.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 3 contracts
Sources: Underwriting Agreement (Cyngn, Inc.), Underwriting Agreement (Volcon, Inc.), Underwriting Agreement (Volcon, Inc.)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Units, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such Units, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Units, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a), the total number of Units that remains unpurchased does not exceed one-eleventh of the total number of Units, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units that such Underwriter agreed to purchase hereunder) of the Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 22 hereof.
(c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a), the total number of Units that remains unpurchased exceeds one-eleventh of the total number of Units, or if the Company shall not exercise the right described in Section 9(b), then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 hereof and except that the provisions of Section 8 hereof shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 3 contracts
Sources: Underwriting Agreement (Artemis Strategic Investment Corp), Underwriting Agreement (Icg Hypersonic Acquisition Corp), Underwriting Agreement (Artemis Strategic Investment Corp)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units Stock that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Stock by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsStock, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units Stock on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsStock, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsStock, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 911, purchases Units Stock that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and or the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of the Stock that remains unpurchased does not exceed one-eleventh of the total number of Unitsshares of all the Stock, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder) of the Units Stock of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units shares of Stock that it they agreed to purchase on such Delivery Date pursuant to the terms of Section 23.
(c) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of Stock that remains unpurchased exceeds one-eleventh of the total number of Unitsshares of all the Stock, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 11 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 8 and 11 13 and except that the provisions of Section 8 10 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 3 contracts
Sources: Underwriting Agreement (Allegro Microsystems, Inc.), Underwriting Agreement (Allegro Microsystems, Inc.), Underwriting Agreement (Allegro Microsystems Inc)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units Shares that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Shares by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsShares, then the Company shall be entitled to a further period of 36 hours within which to procure other persons reasonably satisfactory to the non-defaulting Underwriters to purchase such Units Shares on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsShares, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsShares, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 911, purchases Units Shares that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units Shares that remains unpurchased does not exceed one-eleventh of the total number of Unitsall the Shares, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units Shares that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units Shares that such Underwriter agreed to purchase hereunder) of the Units Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units Shares that it agreed to purchase on such Delivery Date pursuant to the terms of Section 23.
(c) If, after giving effect to any arrangements for the purchase of the Units Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units Shares that remains unpurchased exceeds one-eleventh of the total number of Unitsall the Shares, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 11 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 8 and 11 13 and except that the provisions of Section 8 10 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 3 contracts
Sources: Underwriting Agreement (Kornit Digital Ltd.), Underwriting Agreement (Kornit Digital Ltd.), Underwriting Agreement (Kornit Digital Ltd.)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units Stock that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Stock by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsStock, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units Stock on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsStock, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsStock, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter,” includes, for all purposes of this Agreement unless the context requires otherwise, includes any party not listed in Schedule I hereto that, pursuant to this Section 911, purchases Units Stock that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of the Stock that remains unpurchased does not exceed one-eleventh of the total number of Unitsshares of all the Stock, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder plus such Underwriter’s 's pro rata share (based on the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder) of the Units Stock of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units shares of Stock that it agreed to purchase on such Delivery Date pursuant to the terms of Section 23.
(c) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of Stock that remains unpurchased exceeds one-eleventh of the total number of Unitsshares of all the Stock, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 11 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 8 and 11 13 and except that the provisions of Section 8 10 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 3 contracts
Sources: Underwriting Agreement (Skyward Specialty Insurance Group, Inc.), Underwriting Agreement (Skyward Specialty Insurance Group, Inc.), Underwriting Agreement (Skyward Specialty Insurance Group, Inc.)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units Stock that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Stock by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsStock, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units Stock on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsStock, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsStock, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 910, purchases Units Stock that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of the Stock that remains unpurchased does not exceed one-eleventh of the total number of Unitsshares of all the Stock, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder) of the Units Stock of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units shares of Stock that it agreed to purchase on such Delivery Date pursuant to the terms of Section 23.
(c) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of Stock that remains unpurchased exceeds one-eleventh of the total number of Unitsshares of all the Stock, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 10 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 7 and 11 12 and except that the provisions of Section 8 9 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 3 contracts
Sources: Underwriting Agreement (WPX Energy, Inc.), Underwriting Agreement (WPX Energy, Inc.), Underwriting Agreement (WPX Energy, Inc.)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units Stock that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Stock by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsStock, then the Company shall be entitled to a further period of 36 hours within which to procure other persons reasonably satisfactory to the non-defaulting Underwriters to purchase such Units Stock on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsStock, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsStock, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units Stock that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of the Stock that remains unpurchased does not exceed one-eleventh of the total number of Unitsshares of all the Stock, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder) of the Units Stock of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units shares of Stock that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of Stock that remains unpurchased exceeds one-eleventh of the total number of Unitsshares of all the Stock, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 3 contracts
Sources: Underwriting Agreement (Jarden Corp), Underwriting Agreement (Jarden Corp), Underwriting Agreement (Jarden Corp)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units Stock that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Stock by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsStock, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units Stock on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsStock, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsStock, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units Stock that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units the Stock that remains unpurchased does not exceed one-eleventh of the total number of Unitsall the Stock, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units Stock that such Underwriter agreed to purchase hereunder plus such Underwriter’s Underwriters’ pro rata share (based on the total number of Units Stock that such Underwriter agreed to purchase hereunder) of the Units Stock of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units Stock that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units Stock that remains unpurchased exceeds one-eleventh of the total number of Unitsall the Stock, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 3 contracts
Sources: Underwriting Agreement (Viper Energy, Inc.), Underwriting Agreement (Viper Energy, Inc.), Underwriting Agreement (Viper Energy, Inc.)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units Stock that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Stock by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsStock, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units Stock on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsStock, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsStock, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 98, purchases Units Stock that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of the Stock that remains unpurchased does not exceed one-eleventh of the total number of Unitsshares of all the Stock, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder) of the Units Stock of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units shares of Stock that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of Stock that remains unpurchased exceeds one-eleventh of the total number of Unitsshares of all the Stock, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 8 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 5 and 11 10 and except that the provisions of Section 8 10 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 3 contracts
Sources: Underwriting Agreement (Platform Specialty Products Corp), Underwriting Agreement (Platform Specialty Products Corp), Underwriting Agreement (Platform Specialty Products Corp)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units Stock that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Stock by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsStock, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units Stock on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsStock, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsStock, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter,” includes, for all purposes of this Agreement unless the context requires otherwise, includes any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units Stock that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of the Stock that remains unpurchased does not exceed one-eleventh of the total number of Unitsshares of all the Stock, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder plus such Underwriter’s 's pro rata share (based on the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder) of the Units Stock of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units shares of Stock that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of Stock that remains unpurchased exceeds one-eleventh of the total number of Unitsshares of all the Stock, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 8 and 11 13 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 3 contracts
Sources: Underwriting Agreement (In8bio, Inc.), Underwriting Agreement (In8bio, Inc.), Underwriting Agreement (In8bio, Inc.)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units by the non-defaulting Underwriters or other persons satisfactory to the Company Partnership on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Units, then the Company Partnership shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company Partnership that they have so arranged for the purchase of such Units, or the Company Partnership notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Units, either the non-defaulting Underwriters or the Company Partnership may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company Partnership agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 910, purchases Units that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Partnership as provided in Section 9(a)paragraph (a) above, the total number of Units that remains unpurchased does not exceed one-eleventh of the total number of Units, then the Company Partnership shall have the right to require each non-defaulting Underwriter to purchase the total number of Units that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units that such Underwriter agreed to purchase hereunder) of the Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided provided, however, that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 23.
(c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Partnership as provided in Section 9(a)paragraph (a) above, the total number of Units that remains unpurchased exceeds one-eleventh of the total number of all the Units, or if the Company Partnership shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 10 shall be without liability on the part of the CompanyPartnership or the Selling Unitholder, except that the Company Partnership will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 7 and except that the provisions of Section 8 9 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company Partnership Parties or the Selling Unitholder or any non-defaulting Underwriter for damages caused by its default.
Appears in 3 contracts
Sources: Underwriting Agreement (EQT GP Holdings, LP), Underwriting Agreement (EQT GP Holdings, LP), Underwriting Agreement (EQT GP Holdings, LP)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units Stock that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Stock by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsStock, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units Stock on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsStock, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsStock, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units Stock that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of the Stock that remains unpurchased does not exceed one-eleventh of the total number of Unitsshares of all the Stock, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder plus such Underwriter’s 's pro rata share (based on the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder) of the Units Stock of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units shares of Stock that it agreed to purchase on such Delivery Date pursuant to the terms of Section 23.
(c) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of Stock that remains unpurchased exceeds one-eleventh of the total number of Unitsshares of all the Stock, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 2 contracts
Sources: Underwriting Agreement (Gastar Exploration Inc.), Underwriting Agreement (Gastar Exploration Inc.)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units by the non-defaulting Underwriters or other persons satisfactory to the Company Partnership on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Units, then the Company Partnership shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company Partnership that they have so arranged for the purchase of such Units, or the Company Partnership notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Units, either the non-defaulting Underwriters or the Company Partnership may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company Partnership agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Partnership as provided in Section 9(a)paragraph (a) above, the total number of Units that remains unpurchased does not exceed one-eleventh of the total number of Units, then the Company Partnership shall have the right to require each non-defaulting Underwriter to purchase the total number of Units that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units that such Underwriter agreed to purchase hereunder) of the Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Partnership as provided in Section 9(a)paragraph (a) above, the total number of Units that remains unpurchased exceeds one-eleventh of the total number of all Units, or if the Company Partnership shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the CompanyPartnership, except that the Company Partnership will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company Partnership or any non-defaulting Underwriter for damages caused by its default.
Appears in 2 contracts
Sources: Underwriting Agreement (Green Plains Partners LP), Underwriting Agreement (Green Plains Partners LP)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units by the non-defaulting Underwriters or other persons satisfactory to the Company Partnership on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Units, then the Company Partnership shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company Partnership that they have so arranged for the purchase of such Units, or the Company Partnership notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Units, either the non-defaulting Underwriters or the Company Partnership may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company Partnership agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Partnership as provided in Section 9(a)paragraph (a) above, the total number of the Units that remains unpurchased does not exceed one-eleventh of the total number of all the Units, then the Company Partnership shall have the right to require each non-defaulting Underwriter to purchase the total number of Units that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units that such Underwriter agreed to purchase hereunder) of the Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Partnership as provided in Section 9(a)paragraph (a) above, the total number of Units that remains unpurchased exceeds one-eleventh of the total number of all the Units, or if the Company Partnership shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the CompanyPartnership, except that the Company Partnership will continue to be liable for the payment of expenses as set forth in Sections Section 6 and Section 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company Partnership or any non-defaulting Underwriter for damages caused by its default.
Appears in 2 contracts
Sources: Underwriting Agreement (Antero Midstream Partners LP), Underwriting Agreement (Antero Resources Midstream LLC)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units Stock that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Stock by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsStock, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units Stock on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsStock, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsStock, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter,” includes, for all purposes of this Agreement unless the context requires otherwise, includes any party not listed in Schedule I hereto that, pursuant to this Section 911, purchases Units Stock that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of the Stock that remains unpurchased does not exceed one-eleventh of the total number of Unitsshares of all the Stock, then the Company and the Selling Stockholders shall have the right to require each non-defaulting Underwriter to purchase the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder) of the Units Stock of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units shares of Stock that it agreed to purchase on such Delivery Date pursuant to the terms of Section 23.
(c) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of Stock that remains unpurchased exceeds one-eleventh of the total number of Unitsshares of all the Stock, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 11 shall be without liability on the part of the CompanyCompany or the Selling Stockholders, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 8 and 11 13 and except that the provisions of Section 8 10 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company Company, the Selling Stockholders or any non-defaulting Underwriter for damages caused by its default.
Appears in 2 contracts
Sources: Underwriting Agreement (First Advantage Corp), Underwriting Agreement (First Advantage Corp)
Defaulting Underwriters. (a) If, on any the Delivery Date, any Underwriter defaults in its obligations to purchase the Units Stock that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Stock by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do have not arrange arranged for the purchase of such UnitsStock, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units Stock on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsStock, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsStock, either the non-defaulting Underwriters or the Company may postpone such the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 911, purchases Units Stock that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of the Stock that remains unpurchased does not exceed one-eleventh of the total number of Unitsshares of all the Stock, then the Company Selling Shareholder shall have the right to require each non-defaulting Underwriter to purchase the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder) of the Units Stock of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units shares of Stock that it agreed to purchase on such the Delivery Date pursuant to the terms of Section 23.
(c) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of Stock that remains unpurchased exceeds one-eleventh of the total number of Unitsshares of all the Stock, or if the Company Selling Shareholder shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 11 shall be without liability on the part of the CompanyCompany or the Selling Shareholder, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 8 and 11 13 and except that the provisions of Section 8 10 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company Company, the Selling Shareholder or any non-defaulting Underwriter for damages caused by its default.
Appears in 2 contracts
Sources: Underwriting Agreement, Underwriting Agreement (Sterling Financial Corp /Wa/)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units Stock that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Stock by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsStock, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units Stock on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsStock, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsStock, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units Stock that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of the Stock that remains unpurchased does not exceed one-eleventh of the total number of Unitsshares of all the Stock, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder plus such Underwriter’s 's pro rata share (based on the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder) of the Units Stock of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units shares of Stock that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of Stock that remains unpurchased exceeds one-eleventh of the total number of Unitsshares of all the Stock, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 2 contracts
Sources: Underwriting Agreement (BioXcel Therapeutics, Inc.), Underwriting Agreement (G Iii Apparel Group LTD /De/)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units Stock that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Stock by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsStock, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units Stock on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsStock, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsStock, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 910, purchases Units Stock that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of the Stock that remains unpurchased does not exceed one-eleventh of the total number of Unitsshares of all the Stock, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder) of the Units Stock of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units shares of Stock that it agreed to purchase on such Delivery Date pursuant to the terms of Section 23.
(c) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of Stock that remains unpurchased exceeds one-eleventh of the total number of Unitsshares of all the Stock, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 10 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 7 and 11 12 and except that the provisions of Section 8 9 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 2 contracts
Sources: Underwriting Agreement (Norwood Financial Corp), Underwriting Agreement (Mid Penn Bancorp Inc)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units by the non-defaulting Underwriters or other persons satisfactory to the Company Trust and the Partnership on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Units, then the Company Trust and the Partnership shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company Trust and the Partnership that they have so arranged for the purchase of such Units, or the Company Trust and the Partnership notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Units, either the non-defaulting Underwriters or the Company Partnership may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company Trust, counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees Trust and the Partnership agree to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto that, pursuant to this Section 911, purchases Units that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Trust and the Partnership as provided in Section 9(a)paragraph (a) above, the total number of Units that remains unpurchased does not exceed one-eleventh of the total number of all the Units, then the Company Trust and the Partnership shall have the right to require each non-defaulting Underwriter to purchase the total number of Units that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units that such Underwriter agreed to purchase hereunder) of the Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 23.
(c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Trust and the Partnership as provided in Section 9(a)paragraph (a) above, the total number of shares of Units that remains unpurchased exceeds one-eleventh of the total number of Units, or if the Company Trust and the Partnership shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 11 shall be without liability on the part of the CompanyTrust or the PCEC Parties, except that the Company PCEC Parties will continue to be liable for the payment of expenses as set forth in Sections 6 8 and 11 13 and except that the provisions of Section 8 10 shall not terminate and shall remain in effect.
(d) . Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company PCEC Parties or any non-defaulting Underwriter for damages caused by its default.
Appears in 2 contracts
Sources: Underwriting Agreement (Pacific Coast Oil Trust), Underwriting Agreement (Pacific Coast Energy Co LP)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units Securities that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Securities by the non-defaulting Underwriters or other persons satisfactory to the Company and the Selling Stockholders on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsSecurities, then the Company and the Selling Stockholders shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units Securities on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company and the Selling Stockholders that they have so arranged for the purchase of such UnitsSecurities, or the Company notifies and the Selling Stockholders notify the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsSecurities, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter,” includes, for all purposes of this Agreement unless the context requires otherwise, includes any party not listed in Schedule I hereto that, pursuant to this Section 911, purchases Units Securities that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company and the Selling Stockholders as provided in Section 9(a)paragraph (a) above, the total number of Units Securities that remains unpurchased does not exceed one-eleventh of the total number of Unitsshares of all the Securities, then the Company and the Selling Stockholders shall have the right to require each non-defaulting Underwriter to purchase the total number of Units Securities that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units Securities that such Underwriter agreed to purchase hereunder) of the Units Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units Securities that it agreed to purchase on such Delivery Date pursuant to the terms of Section 23. Nothing herein shall relieve a defaulting Underwriter from liability for its default.
(c) If, after giving effect to any arrangements for the purchase of the Units Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company and the Selling Stockholders as provided in Section 9(a)paragraph (a) above, the total number of Units Securities that remains unpurchased exceeds one-eleventh of the total number of UnitsSecurities, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 11 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 8 and 11 13 and except that the provisions of Section 8 10 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
(e) Each of the Underwriters severally agrees to comply with the applicable requirements set forth in Articles 161 and 174 of the Mexican Income Tax Law (Ley del Impuesto sobre la Renta), Article 283 of the Mexican Income Tax Law Regulations (Reglamento de ▇▇ ▇▇▇ del Impuesto sobre la Renta) and other applicable tax provisions and regulations, including those provided in the Tax Miscellaneous Resolution (Resolución Miscelánea Fiscal per its denomination in Spanish), to claim a capital gains tax exemption or be taxed on the net capital gains resulting from the sale and delivery of the ADSs and the Underlying Securities; provided further, that each of the Underwriters severally agrees to offer the Securities for sale through an entity which complies with all of the following: (i) the entity is a resident of the United States of America for purposes of the United States Mexico Income Tax Convention (“US Treaty”) and would be able to furnish a certificate of residence (i.e., Form 6166), (ii) in connection with the offering and sale of the Securities by each Underwriter as set forth herein, such entity holds less than 25% of the issued and outstanding capital stock of the Company considering all issued and outstanding Common Shares and (iii) such entity complies with any one or more of the requirements set forth under Article 17 of the US Treaty.
Appears in 2 contracts
Sources: Underwriting Agreement (Grupo Aeromexico, S.A.B. De C.V.), Underwriting Agreement (Grupo Aeromexico, S.A.B. De C.V.)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units Shares that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Shares by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsShares, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units Shares on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsShares, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsShares, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units Shares that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a), the total number of Units Shares that remains unpurchased does not exceed one-eleventh of the total number of UnitsShares, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units Shares that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units Shares that such Underwriter agreed to purchase hereunder) of the Units Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units Shares that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a), the total number of Units Shares that remains unpurchased exceeds one-eleventh of the total number of UnitsShares, or if the Company shall not exercise the right described in Section 9(b), then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 2 contracts
Sources: Underwriting Agreement (TortoiseEcofin Acquisition Corp. III), Underwriting Agreement (TortoiseEcofin Acquisition Corp. III)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units Shares that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Shares by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsShares, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units Shares on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsShares, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsShares, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units Shares that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units Shares that remains unpurchased does not exceed one-eleventh of the total number of Unitsshares of all the Shares, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units shares of Shares that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units shares of Shares that such Underwriter agreed to purchase hereunder) of the Units Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units Shares that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units Shares that remains unpurchased exceeds one-eleventh of the total number of Unitsshares of all the Shares, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 2 contracts
Sources: Underwriting Agreement (AMTD Digital Inc.), Underwriting Agreement (AMTD International Inc.)
Defaulting Underwriters. (a) If, on the Closing Date or any Delivery Additional Closing Date, as the case may be, any Underwriter defaults in on its obligations obligation to purchase the Units Shares that it has agreed to purchase under this Agreementhereunder on such date, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Shares by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 24 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsShares, then the Company shall be entitled to a further period of 36 24 hours within which to procure arrange for other persons satisfactory to the non-defaulting Underwriters to purchase such Units Shares on such terms. In If, pursuant to the event that within preceding two sentences, other persons become obligated or agree to purchase the respective prescribed periods, the non-Shares of a defaulting Underwriters notify the Company that they have so arranged for the purchase of such Units, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsUnderwriter, either the non-defaulting Underwriters or the Company may postpone such Delivery the Closing Date or any Additional Closing Date, as the case may be, for up to seven full business five days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, Pricing Disclosure Package, the Final Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, Pricing Disclosure Package or the Final Prospectus or in any such other document or arrangement that effects necessary to effect any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwiseotherwise requires, any party person not listed in Schedule I hereto that, pursuant to this Section 9(a), purchases Units Shares that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)13(a) hereof, the total aggregate number of Units such Shares that remains unpurchased on the Closing Date or any Additional Closing Date, as the case may be, does not exceed one-eleventh 10% of the total aggregate number of Unitsall the Shares to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the total number of Units Shares that such Underwriter agreed to purchase hereunderhereunder on such date) of the Units Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that in no event shall the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units Shares that it any Underwriter has agreed to purchase on such Delivery Date date pursuant to this Agreement be increased pursuant to this Section (a) by an amount in excess of 11% of such principal amount without the terms written consent of Section 2such Underwriter.
(c) If, after giving effect to any arrangements for the purchase of the Units Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)13(a) hereof, the total aggregate number of Units such Shares that remains unpurchased on the Closing Date or any Additional Closing Date, as the case may be, exceeds one-eleventh 10% of the total number aggregate of Unitsall the Shares to be purchased on such date, or if the Company shall not exercise the right described in Section 9(b)13(b) hereof, then this Agreement Agreement, or, with respect to any Additional Closing Date, the obligation of the Underwriters to purchase Shares on such Additional Closing Date, shall terminate without liability on the part of the non-defaulting Underwriters. , provided, however, that if such default occurs with respect to the Option Shares, this Agreement will not terminate as to the Firm Shares Any termination of this Agreement pursuant to this Section 9 13(c) shall be without liability on the part of the Company, except that the Company will shall continue to be liable for the payment of expenses as set forth in Sections under Section 6 and Section 11 hereof and except that the provisions of Section 8 and Section 9 hereof shall not terminate at all times be effective and shall remain in effect.
(d) survive any such termination. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 2 contracts
Sources: Underwriting Agreement (Serve Robotics Inc. /DE/), Underwriting Agreement (Serve Robotics Inc. /DE/)
Defaulting Underwriters. (a) If, on any Delivery the Closing Date, any Underwriter defaults in its obligations obligation to purchase the Units Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Notes by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsNotes, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsNotes, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsNotes, either the non-defaulting Underwriters or the Company may postpone such Delivery the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units Notes that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Notes of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number aggregate principal amount of Units such Notes that remains unpurchased does not exceed one-eleventh of the total number aggregate principal amount of Unitsall the Notes, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number principal amount of Units Notes that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number principal amount of Units Notes that such Underwriter agreed to purchase hereunder) of the Units Notes of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units Notes of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number aggregate principal amount of Units such Notes that remains unpurchased exceeds one-eleventh of the total number aggregate principal amount of Unitsall the Notes, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 2 contracts
Sources: Underwriting Agreement (Las Vegas Sands Corp), Underwriting Agreement (Las Vegas Sands Corp)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units Stock that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Stock by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsStock, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units Stock on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsStock, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsStock, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter,” includes, for all purposes of this Agreement unless the context requires otherwise, includes any party not listed in Schedule I hereto that, pursuant to this Section 910, purchases Units Stock that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of the Stock that remains unpurchased does not exceed one-eleventh of the total number of Unitsshares of all the Stock, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder) of the Units Stock of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units shares of Stock that it agreed to purchase on such Delivery Date pursuant to the terms of Section 23.
(c) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of Stock that remains unpurchased exceeds one-eleventh of the total number of Unitsshares of all the Stock, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 10 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 12 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 2 contracts
Sources: Underwriting Agreement (KinderCare Learning Companies, Inc.), Underwriting Agreement (KC Holdco, LLC)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units Stock that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Stock by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsStock, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units Stock on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsStock, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsStock, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 911, purchases Units Stock that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and Underwriters, the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of the Stock that remains unpurchased does not exceed one-eleventh of the total number of Unitsshares of all the Stock, then the Company and the Selling Stockholders shall have the right to require each non-defaulting Underwriter to purchase the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder) of the Units Stock of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units shares of Stock that it agreed to purchase on such Delivery Date pursuant to the terms of Section 23.
(c) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of Stock that remains unpurchased exceeds one-eleventh of the total number of Unitsshares of all the Stock, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 11 shall be without liability on the part of the CompanyCompany or the Selling Stockholders, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 8 and 11 13 and except that the provisions of Section 8 10 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or the Selling Stockholders or any non-defaulting Underwriter for damages caused by its default.
Appears in 2 contracts
Sources: Underwriting Agreement (AZEK Co Inc.), Underwriting Agreement (AZEK Co Inc.)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units Stock that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Stock by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsStock, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units Stock on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsStock, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsStock, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter,” includes, for all purposes of this Agreement unless the context requires otherwise, includes any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units Stock that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of the Stock that remains unpurchased does not exceed one-eleventh of the total number of Unitsshares of all the Stock, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder plus such Underwriter’s 's pro rata share (based on the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder) of the Units Stock of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units shares of Stock that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of Stock that remains unpurchased exceeds one-eleventh of the total number of Unitsshares of all the Stock, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 6 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 2 contracts
Sources: Underwriting Agreement (Palomar Holdings, Inc.), Underwriting Agreement (Palomar Holdings, Inc.)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units by the non-defaulting Underwriters or other persons satisfactory to the Company Partnership on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Units, then the Company Partnership shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company Partnership that they have so arranged for the purchase of such Units, or the Company Partnership notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Units, either the non-defaulting Underwriters or the Company Partnership may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company Partnership agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Partnership as provided in Section 9(a), the total number of Units that remains unpurchased does not exceed one-eleventh of the total number of all the Units, then the Company Partnership shall have the right to require each non-defaulting Underwriter to purchase the total number of Units that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units that such Underwriter agreed to purchase hereunder) of the Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Partnership as provided in Section 9(a), the total number of Units that remains unpurchased exceeds one-eleventh of the total number of all the Units, or if the Company Partnership shall not exercise the right described in Section 9(b), then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the CompanyPartnership Parties, except that the Company Partnership Parties will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company Partnership or any non-defaulting Underwriter for damages caused by its default.
Appears in 2 contracts
Sources: Underwriting Agreement (Dominion Midstream Partners, LP), Underwriting Agreement (Dominion Midstream Partners, LP)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units Shares that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Shares by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsShares, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units Shares on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsShares, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsShares, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units Shares that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units the Shares that remains unpurchased does not exceed one-eleventh of the total number of Unitsshares of all the Shares, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units shares of Shares that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units shares of Shares that such Underwriter agreed to purchase hereunder) of the Units Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units Shares that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units Shares that remains unpurchased exceeds one-eleventh of the total number of Unitsall the Shares, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 2 contracts
Sources: Underwriting Agreement (InMode Ltd.), Underwriting Agreement (InMode Ltd.)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units Securities that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Securities by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsSecurities, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units Securities on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsSecurities, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsSecurities, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units Securities that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a), the total number of Units Securities that remains unpurchased does not exceed one-eleventh of the total number of UnitsSecurities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units Securities that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units Securities that such Underwriter agreed to purchase hereunder) of the Units Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units Securities that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a), the total number of Units Securities that remains unpurchased exceeds one-eleventh of the total number of UnitsSecurities, or if the Company shall not exercise the right described in Section 9(b), then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 2 contracts
Sources: Underwriting Agreement (Lerer Hippeau Acquisition Corp.), Underwriting Agreement (Lerer Hippeau Acquisition Corp.)
Defaulting Underwriters. (a) If, on any Delivery the Closing Date, any Underwriter defaults in the performance of its obligations to purchase the Units that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange make arrangements for the purchase of the Senior Debentures which such Units defaulting Underwriter agreed but failed to purchase by the non-defaulting Underwriters or other persons satisfactory to the Company on and the terms contained in this Agreement. Ifnon-defaulting Underwriters, but if no such arrangements are made within 36 hours after any such default by any Underwriterdefault, this Agreement shall terminate without liability on the part of the non-defaulting Underwriters do not arrange Underwriters, or the Company, except that the Company will continue to be liable for the purchase payment of such Units, then the Company shall be entitled to a further period expenses of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units on such terms. In the event extent set forth in Sections 8 and 12 hereof and except that within the respective prescribed periods, the provisions of Sections 9 and 10 hereof as they relate to non-defaulting Underwriters notify shall not terminate and shall remain in effect. As used in this Agreement, the term "Underwriter" includes, for all purposes of this Agreement unless the context otherwise requires, any party not listed in Schedule 1 hereto that, pursuant to this Section 7, purchases Senior Debentures which a defaulting Underwriter agreed but failed to purchase.
(b) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company that they have so arranged for the purchase of such Units, or the Company notifies the any non-defaulting Underwriters that it has so arranged Underwriter for damages caused by its default. If other persons are obligated or agree to purchase the purchase Senior Debentures of such Unitsa defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone such Delivery the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to file promptly prepare any amendment or supplement to the Registration Statement, Statement or the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a), the total number of Units that remains unpurchased does not exceed one-eleventh of the total number of Units, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units that such Underwriter agreed to purchase hereunder) of the Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a), the total number of Units that remains unpurchased exceeds one-eleventh of the total number of Units, or if the Company shall not exercise the right described in Section 9(b), then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 2 contracts
Sources: Underwriting Agreement (First American Financial Corp), Underwriting Agreement (First American Financial Corp)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Units, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such Units, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Units, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a), the total number of Units that remains unpurchased does not exceed one-eleventh of the total number of Units, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units that such Underwriter agreed to purchase hereunder) of the Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a), the total number of Units that remains unpurchased exceeds one-eleventh of the total number of Units, or if the Company shall not exercise the right described in Section 9(b), then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 2 contracts
Sources: Underwriting Agreement (Colonnade Acquisition Corp. II), Underwriting Agreement (Colonnade Acquisition Corp. II)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units by the non-defaulting Underwriters or other persons satisfactory to the Company Partnership on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Units, then the Company Partnership shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company Partnership that they have so arranged for the purchase of such Units, or the Company Partnership notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Units, either the non-defaulting Underwriters or the Company Partnership may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company Partnership agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Partnership as provided in Section 9(a)paragraph (a) above, the total number of Units that remains unpurchased does not exceed one-eleventh of the total number of Units, then the Company Partnership shall have the right to require each non-defaulting Underwriter to purchase the total number of Units that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units that such Underwriter agreed to purchase hereunder) of the Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Partnership as provided in Section 9(a)paragraph (a) above, the total number of Units that remains unpurchased exceeds one-eleventh of the total number of all of the Units, or if the Company Partnership shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the CompanyPartnership, except that the Company Partnership will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company Partnership or any non-defaulting Underwriter for damages caused by its default.
Appears in 2 contracts
Sources: Underwriting Agreement (Black Stone Minerals, L.P.), Underwriting Agreement (Black Stone Minerals, L.P.)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units by the non-defaulting Underwriters or other persons satisfactory to the Company Partnership on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Units, then the Company Partnership and the Selling Unitholder shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company Partnership that they have so arranged for the purchase of such Units, or the Company Partnership notifies the non-defaulting Underwriters that it or the Selling Unitholder has so arranged for the purchase of such Units, either the non-defaulting Underwriters or the Company Partnership may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company Partnership agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Partnership as provided in Section 9(a)paragraph (a) above, the total number of the Units that remains unpurchased does not exceed one-eleventh of the total number of all the Units, then the Company Partnership shall have the right to require each non-defaulting Underwriter to purchase the total number of Units that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units that such Underwriter agreed to purchase hereunder) of the Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Partnership as provided in Section 9(a)paragraph (a) above, the total number of Units that remains unpurchased exceeds one-eleventh of the total number of all the Units, or if the Company Partnership shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the CompanyPartnership, except that the Company Partnership will continue to be liable for the payment of expenses as set forth in Sections 6 Section 8 and 11 Section 12 and except that the provisions of Section 8 10 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company Partnership or any non-defaulting Underwriter for damages caused by its default.
Appears in 2 contracts
Sources: Underwriting Agreement (Antero Midstream Partners LP), Underwriting Agreement
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units Shares that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Shares by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsShares, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units Shares on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsShares, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsShares, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 911, purchases Units Shares that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units Shares that remains remain unpurchased does not exceed one-eleventh of the total number of UnitsShares, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units Shares that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units Shares that such Underwriter agreed to purchase hereunder) of the Units Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units Shares that it agreed to purchase on such Delivery Date pursuant to the terms of Section 23.
(c) If, after giving effect to any arrangements for the purchase of the Units Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units Shares that remains remain unpurchased exceeds one-eleventh of the total number of Unitsall the Shares, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 11 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 8 and 11 13 and except that the provisions of Section 8 10 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 2 contracts
Sources: Underwriting Agreement (SMART Global Holdings, Inc.), Underwriting Agreement (SMART Global Holdings, Inc.)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units Stock that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Stock by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsStock, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units Stock on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsStock, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsStock, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter,” includes, for all purposes of this Agreement unless the context requires otherwise, includes any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units Stock that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of the Stock that remains unpurchased does not exceed one-eleventh of the total number of Unitsshares of all the Stock, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder) of the Units Stock of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units shares of Stock that it agreed to purchase on such Delivery Date pursuant to the terms of Section 23.
(c) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of Stock that remains unpurchased exceeds one-eleventh of the total number of Unitsshares of all the Stock, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 2 contracts
Sources: Underwriting Agreement (Ambiq Micro, Inc.), Underwriting Agreement (Aveanna Healthcare Holdings, Inc.)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units Offered Shares that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Offered Shares by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsOffered Shares, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units Offered Shares on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsOffered Shares, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsOffered Shares, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees and the Parent agree to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units Offered Shares that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Offered Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units Offered Shares that remains unpurchased does not exceed one-eleventh of the total number of Unitsshares of all the Offered Shares, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units Offered Shares that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units Offered Shares that such Underwriter agreed to purchase hereunder) of the Units Offered Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units Offered Shares that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units Offered Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units Offered Shares that remains unpurchased exceeds one-eleventh of the total number of Unitsall Offered Shares, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 6 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 2 contracts
Sources: Underwriting Agreement (LinnCo LLC), Underwriting Agreement (LinnCo LLC)
Defaulting Underwriters. (a) If, on any Delivery the Closing Date, any Underwriter defaults in the performance of its obligations to purchase the Units that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange make arrangements for the purchase of the Notes which such Units defaulting Underwriter agreed but failed to purchase by the non-defaulting Underwriters or other persons satisfactory to the Company on and the terms contained in this Agreement. Ifnon-defaulting Underwriters, but if no such arrangements are made within 36 hours after any such default by any Underwriterdefault, this Agreement shall terminate without liability on the part of the non-defaulting Underwriters do not arrange Underwriters, or the Company, except that the Company will continue to be liable for the purchase payment of such Units, then the Company shall be entitled to a further period expenses of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units on such terms. In the event extent set forth in Sections 8 and 12 hereof and except that within the respective prescribed periods, the provisions of Sections 9 and 10 hereof as they relate to non-defaulting Underwriters notify shall not terminate and shall remain in effect. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any party not listed in Schedule 1 hereto that, pursuant to this Section 7, purchases Notes which a defaulting Underwriter agreed but failed to purchase.
(b) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company that they have so arranged for the purchase of such Units, or the Company notifies the any non-defaulting Underwriters that it has so arranged Underwriter for damages caused by its default. If other persons are obligated or agree to purchase the purchase Notes of such Unitsa defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone such Delivery the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to file promptly prepare any amendment or supplement to the Registration Statement, Statement or the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a), the total number of Units that remains unpurchased does not exceed one-eleventh of the total number of Units, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units that such Underwriter agreed to purchase hereunder) of the Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a), the total number of Units that remains unpurchased exceeds one-eleventh of the total number of Units, or if the Company shall not exercise the right described in Section 9(b), then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 2 contracts
Sources: Underwriting Agreement (First American Corp), Underwriting Agreement (First American Corp)
Defaulting Underwriters. (a) If, on the Closing Date or any Delivery Additional Closing Date, as the case may be, any Underwriter defaults in on its obligations obligation to purchase the Units Firm Shares or Option Shares that it has agreed to purchase under this Agreementhereunder on such date, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Firm Shares or Option Shares by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 48 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsFirm Shares or Option Shares, then the Company shall be entitled to a further period of 36 48 hours within which to procure arrange for other persons satisfactory to the non-defaulting Underwriters to purchase such Units Firm Shares or Option Shares on such terms. In If, pursuant to the event that within preceding two sentences, other persons become obligated or agree to purchase the respective prescribed periods, the non-Firm Shares or Option Shares of a defaulting Underwriters notify the Company that they have so arranged for the purchase of such Units, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsUnderwriter, either the non-defaulting Underwriters or the Company may postpone such Delivery the Closing Date or any Additional Closing Date, as the case may be, for up to seven full business days Business Days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, Pricing Disclosure Package, the Final Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, Pricing Disclosure Package or the Final Prospectus or in any such other document or arrangement that effects necessary to effect any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwiseotherwise requires, any party person not listed in Schedule I hereto that, pursuant to this Section 9(a), purchases Units Firm Shares or Option Shares that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Firm Shares or Option Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)13(a) hereof, the total aggregate number of Units such Firm Shares or Option Shares that remains unpurchased on the Closing Date or any Additional Closing Date, as the case may be, does not exceed one-eleventh 10% of the total aggregate number of Unitsall the Firm Shares or Option Shares to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units Firm Shares or Option Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the total number of Units Firm Shares or Option Shares that such Underwriter agreed to purchase hereunderhereunder on such date) of the Units Firm Shares or Option Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that in no event shall the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units Firm Shares or Option Shares that it any Underwriter has agreed to purchase on such Delivery Date date pursuant to this Agreement be increased pursuant to this Section (a) by an amount in excess of 10% of such principal amount without the terms written consent of Section 2such Underwriter.
(c) If, after giving effect to any arrangements for the purchase of the Units Firm Shares or Option Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)13(a) hereof, the total aggregate number of Units such Firm Shares or Option Shares that remains unpurchased on the Closing Date or any Additional Closing Date, as the case may be, exceeds one-eleventh 10% of the total number aggregate of Unitsall the Firm Shares or Option Shares to be purchased on such date, or if the Company shall not exercise the right described in Section 9(b)13(b) hereof, then this Agreement or, with respect to any Additional Closing Date, the obligation of the Underwriters to purchase Firm Shares or Option Shares on such Additional Closing Date shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 13(c) shall be without liability on the part of the Company, except that the Company will shall continue to be liable for the payment of expenses as set forth in Sections under Section 6 and Section 11 hereof and except that the provisions of Section 8 and Section 9 hereof shall not terminate at all times be effective and shall remain in effectsurvive any such termination.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 2 contracts
Sources: Underwriting Agreement (Maris Tech Ltd.), Underwriting Agreement (Maris Tech Ltd.)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units Stock that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Stock by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsStock, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units Stock on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsStock, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsStock, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 911, purchases Units Stock that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a11 (a), the total number of Units shares of the Stock that remains unpurchased does not exceed one-eleventh of the total number of Unitsshares of all the Stock, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder) of the Units Stock of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units shares of Stock that it agreed to purchase on such Delivery Date pursuant to the terms of Section 23.
(c) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a11 (a), the total number of Units shares of Stock that remains unpurchased exceeds one-eleventh of the total number of Unitsshares of all the Stock, or if the Company shall not exercise the right described in Section 9(b11 (b), then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 11 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 8 and 11 13 and except that the provisions of Section 8 10 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 2 contracts
Sources: Underwriting Agreement (AdvancePierre Foods Holdings, Inc.), Underwriting Agreement (AdvancePierre Foods Holdings, Inc.)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units Stock that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Stock by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsStock, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units Stock on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsStock, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsStock, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter,” includes, for all purposes of this Agreement unless the context requires otherwise, includes any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units Stock that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and or the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of the Stock that remains unpurchased does not exceed one-eleventh of the total number of Unitsshares of all the Stock, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder) of the Units Stock of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units shares of Stock that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of Stock that remains unpurchased exceeds one-eleventh of the total number of Unitsshares of all the Stock, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the CompanyExcelerate Parties, except that the Company Excelerate Parties will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company Excelerate Parties or any non-defaulting Underwriter for damages caused by its default.
Appears in 2 contracts
Sources: Underwriting Agreement (Excelerate Energy, Inc.), Underwriting Agreement (Excelerate Energy, Inc.)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Notes by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsNotes, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsNotes, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsNotes, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto that, pursuant to this Section 9, purchases Units Notes that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Notes of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number principal amount of Units the Notes that remains unpurchased does not exceed one-eleventh of the total number aggregate principal amount of UnitsNotes, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number principal amount of Units Notes that such Underwriter agreed to purchase hereunder plus such Underwriter’s 's pro rata share (based on the total number aggregate principal amount of Units Notes that such Underwriter agreed to purchase hereunder) of the Units Notes of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number aggregate principal amount of Units Notes that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units Notes of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units aggregate principal amount that remains unpurchased exceeds one-eleventh of the total number aggregate principal amount of UnitsNotes, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 2 contracts
Sources: Underwriting Agreement (Macquarie Infrastructure Corp), Underwriting Agreement (Macquarie Infrastructure Co LLC)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units Stock that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Stock by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsStock, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units Stock on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsStock, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsStock, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 911, purchases Units Stock that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of the Stock that remains unpurchased does not exceed one-eleventh of the total number of Unitsshares of all the Stock, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder) of the Units Stock of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units shares of Stock that it agreed to purchase on such Delivery Date pursuant to the terms of Section 23.
(c) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of Stock that remains unpurchased exceeds one-eleventh of the total number of Unitsshares of all the Stock, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 11 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 8 and 11 13 and except that the provisions of this Section 8 11 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 2 contracts
Sources: Underwriting Agreement (WildHorse Resource Development Corp), Underwriting Agreement (WildHorse Resource Development Corp)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units by the non-defaulting Underwriters or other persons satisfactory to the Company Partnership on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Units, then the Company Partnership shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company Partnership that they have so arranged for the purchase of such Units, or the Company Partnership notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Units, either the non-defaulting Underwriters or the Company Partnership may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company Partnership agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Partnership as provided in Section 9(a)paragraph (a) above, the total number of Units that remains unpurchased does not exceed one-eleventh of the total number of all the Units, then the Company Partnership shall have the right to require each non-defaulting Underwriter to purchase the total number of Units that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units that such Underwriter agreed to purchase hereunder) of the Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Partnership as provided in Section 9(a)paragraph (a) above, the total number of Units that remains unpurchased exceeds one-eleventh of the total number of all the Units, or if the Company Partnership shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the CompanyPartnership, except that the Company Partnership will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company Partnership or any non-defaulting Underwriter for damages caused by its default.
Appears in 2 contracts
Sources: Underwriting Agreement (Columbia Pipeline Partners LP), Underwriting Agreement (Columbia Pipeline Partners LP)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units by the non-defaulting Underwriters or other persons satisfactory to the Company Partnership on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Units, then the Company Partnership shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company Partnership that they have so arranged for the purchase of such Units, or the Company Partnership notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Units, either the non-defaulting Underwriters or the Company Partnership may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company Partnership agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Partnership as provided in Section 9(a), the total number of the Units that remains unpurchased does not exceed one-eleventh of the total number of all the Units, then the Company Partnership shall have the right to require each non-defaulting Underwriter to purchase the total number of Units that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units that such Underwriter agreed to purchase hereunder) of the Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Partnership as provided in Section 9(a), the total number of Units that remains unpurchased exceeds one-eleventh of the total number of all the Units, or if the Company Partnership shall not exercise the right described in Section 9(b), then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the CompanyPartnership, except that the Company Partnership will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company Partnership or any non-defaulting Underwriter for damages caused by its default.
Appears in 2 contracts
Sources: Underwriting Agreement (Diamondback Energy, Inc.), Underwriting Agreement (Rattler Midstream Lp)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Units, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such Units, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Units, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)) hereof, the total number of Units that remains unpurchased does not exceed one-eleventh of the total number of Units, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units that such Underwriter agreed to purchase hereunder) of the Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 22 hereof.
(c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)) hereof, the total number of Units that remains unpurchased exceeds one-eleventh of the total number of Units, or if the Company shall not exercise the right described in Section 9(b)) hereof, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 hereof and except that the provisions of Section 8 hereof shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 2 contracts
Sources: Underwriting Agreement (Capitalworks Emerging Markets Acquisition Corp), Underwriting Agreement (Capitalworks Emerging Markets Acquisition Corp)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Units, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such Units, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Units, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, includes any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units that remains unpurchased does not exceed one-eleventh of the total number of Units, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units that such Underwriter agreed to purchase hereunder) of the Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units that remains unpurchased exceeds one-eleventh of the total number of Units, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 2 contracts
Sources: Underwriting Agreement (Motion Acquisition Corp.), Underwriting Agreement (Motion Acquisition Corp.)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Units, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such Units, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Units, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a), the total number of Units that remains unpurchased does not exceed one-eleventh of the total number of Units, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units that such Underwriter agreed to purchase hereunder) of the Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that each of the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 22 hereof.
(c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a), the total number of Units that remains unpurchased exceeds one-eleventh of the total number of Units, or if the Company shall not exercise the right described in Section 9(b), then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 hereof and except that the provisions of Section 8 hereof shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 2 contracts
Sources: Underwriting Agreement (Digital Transformation Opportunities Corp.), Underwriting Agreement (Digital Transformation Opportunities Corp.)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units Stock that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Stock by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsStock, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units Stock on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsStock, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsStock, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter,” includes, for all purposes of this Agreement unless the context requires otherwise, includes any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units Stock that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of the Stock that remains unpurchased does not exceed one-eleventh of the total number of Unitsshares of all the Stock, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder plus such Underwriter’s 's pro rata share (based on the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder) of the Units Stock of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units shares of Stock that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of Stock that remains unpurchased exceeds one-eleventh of the total number of Unitsshares of all the Stock, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 2 contracts
Sources: Underwriting Agreement (Latham Group, Inc.), Underwriting Agreement (Advanced Drainage Systems, Inc.)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units Shares that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Shares by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsShares, then the Company shall be entitled to a further period of 36 hours within which to procure other persons reasonably satisfactory to the non-defaulting Underwriters to purchase such Units Shares on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsShares, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsShares, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units Shares that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units Shares that remains unpurchased does not exceed one-eleventh of the total number of Unitsall the Shares, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units Shares that such Underwriter agreed to purchase hereunder plus such Underwriter’s 's pro rata share (based on the total number of Units Shares that such Underwriter agreed to purchase hereunder) of the Units Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units Shares that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units Shares that remains unpurchased exceeds one-eleventh of the total number of Unitsall the Shares, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 2 contracts
Sources: Underwriting Agreement (Kornit Digital Ltd.), Underwriting Agreement (Kornit Digital Ltd.)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units by the non-defaulting Underwriters or other persons satisfactory to the Company Partnership on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Units, then the Company Partnership shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company Partnership that they have so arranged for the purchase of such Units, or the Company Partnership notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Units, either the non-defaulting Underwriters or the Company Partnership may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company Partnership agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Partnership as provided in Section 9(a)paragraph (a) above, the total number of Units that remains unpurchased does not exceed one-eleventh of the total number of Units, then the Company Partnership shall have the right to require each non-defaulting Underwriter to purchase the total number of Units that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units that such Underwriter agreed to purchase hereunder) of the Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Partnership as provided in Section 9(a)paragraph (a) above, the total number of Units that remains unpurchased exceeds one-eleventh of the total number of Units, or if the Company Partnership shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the CompanyPartnership Parties, except that the Company Partnership Parties will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company Partnership Parties or any non-defaulting Underwriter for damages caused by its default.
Appears in 2 contracts
Sources: Underwriting Agreement (Enviva Partners, LP), Underwriting Agreement (Enviva Partners, LP)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units Shares that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Shares by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsShares, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units Shares on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsShares, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsShares, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto that, pursuant to this Section 9, purchases Units Shares that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units the Shares that remains unpurchased does not exceed one-eleventh of the total number of UnitsShares, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units Shares that such Underwriter agreed to purchase hereunder plus such Underwriter’s 's pro rata share (based on the total number of Units Shares that such Underwriter agreed to purchase hereunder) of the Units Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units Shares that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units that remains unpurchased exceeds one-eleventh of the total number of UnitsShares, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 2 contracts
Sources: Underwriting Agreement (Macquarie Infrastructure Co LLC), Underwriting Agreement (Macquarie Infrastructure Co LLC)
Defaulting Underwriters. (a) If, on any the Delivery Date, any Underwriter defaults in its obligations to purchase the Units Stock that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Stock by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsStock, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units Stock on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsStock, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsStock, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 98, purchases Units Stock that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of the Stock that remains unpurchased does not exceed one-eleventh of the total number of Unitsshares of all the Stock, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder plus such Underwriter’s 's pro rata share (based on the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder) of the Units Stock of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units shares of Stock that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of Stock that remains unpurchased exceeds one-eleventh of the total number of Unitsshares of all the Stock, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 8 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 5 and 11 10 and except that the provisions of Section 8 10 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 2 contracts
Sources: Underwriting Agreement (ASP Isotopes Inc.), Underwriting Agreement (ASP Isotopes Inc.)
Defaulting Underwriters. (a) If, on any Delivery the Closing Date, any Underwriter of ----------------------- the Underwriters defaults in the performance of its obligations to purchase the Units that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange make arrangements for the purchase of the Securities which such Units defaulting Underwriter agreed but failed to purchase by other persons satisfactory to the Company and the non-defaulting Underwriters, but if no such arrangements are made within 36 hours after such default, this Agreement shall terminate without liability on the part of the non-defaulting Underwriters or other persons satisfactory the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 8 and 12 and except that the provisions of Sections 9, 10, 13 and 16 shall not terminate and shall remain in effect. As used in this Agreement, the term "Underwriters" includes, for all purposes of this Agreement unless the context otherwise requires, any party not listed in Schedule I hereto that, ---------- pursuant to this Section 7, purchases Securities which a defaulting Underwriter agreed but failed to purchase.
(b) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, or the non-defaulting Underwriters do not arrange for the purchase of such Units, then the Company shall be entitled to a further period of 36 hours within which to procure damages caused by its default. If other persons satisfactory to the non-defaulting Underwriters are obligated or agree to purchase such Units on such terms. In the event that within the respective prescribed periods, the non-Securities of a defaulting Underwriters notify the Company that they have so arranged for the purchase of such Units, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsUnderwriter, either the non-defaulting Underwriters or the Company may postpone such Delivery the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company Issuers or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees Issuers agree to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a), the total number of Units that remains unpurchased does not exceed one-eleventh of the total number of Units, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units that such Underwriter agreed to purchase hereunder) of the Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a), the total number of Units that remains unpurchased exceeds one-eleventh of the total number of Units, or if the Company shall not exercise the right described in Section 9(b), then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 1 contract
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in on its obligations to purchase the Units Shares that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Shares by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsShares, then the Company shall be entitled to a further period of 36 hours within which to procure other persons reasonably satisfactory to the non-defaulting Underwriters to purchase such Units Shares on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsShares, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsShares, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units Shares that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a), the total number of Units Shares that remains remain unpurchased does not exceed one-eleventh of the total number of UnitsShares, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units Shares that such Underwriter agreed to purchase hereunder plus such Underwriter’s 's pro rata share (based on the total number of Units Shares that such Underwriter agreed to purchase hereunder) of the Units Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units Shares that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units Shares that remains unpurchased exceeds one-eleventh of the total number of UnitsShares, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate may be terminated by the Company without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 18 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 1 contract
Sources: Underwriting Agreement (Foamix Pharmaceuticals Ltd.)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units Shares that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of all, but not less than all, of such Units Shares by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsShares, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units Shares on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsShares, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsShares, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units Shares that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units Shares that remains unpurchased does not exceed one-eleventh of the total number of UnitsShares, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units Shares that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units Shares that such Underwriter agreed to purchase hereunder) of the Units Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units Shares that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units Shares that remains unpurchased exceeds one-eleventh of the total number of UnitsShares, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 1 contract
Sources: Underwriting Agreement (Fortress Transportation & Infrastructure Investors LLC)
Defaulting Underwriters. (a) If, on any Delivery the Initial Closing Date or an Option Closing Date, as the case may be, any Underwriter defaults in its obligations to purchase the Units Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Notes by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsNotes, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsNotes, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsNotes, either the non-defaulting Underwriters or the Company may postpone such Delivery the Initial Closing Date or an Option Closing Date, as the case may be, for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Pricing Disclosure Package, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Pricing Disclosure Package, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a), the total number of Units that remains unpurchased does not exceed one-eleventh of the total number of Units, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units that such Underwriter agreed to purchase hereunder) of the Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a), the total number of Units that remains unpurchased exceeds one-eleventh of the total number of Units, or if the Company shall not exercise the right described in Section 9(b), then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.term
Appears in 1 contract
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units by the non-defaulting Underwriters or other persons satisfactory to the Company Partnership on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Units, then the Company Partnership shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company Partnership that they have so arranged for the purchase of such Units, or the Company Partnership notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Units, either the non-defaulting Underwriters or the Company Partnership may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company Partnership agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Partnership as provided in Section 9(a)paragraph (a) above, the total number of Units that remains unpurchased does not exceed one-eleventh of the total number of all Units, then the Company Partnership shall have the right to require each non-defaulting Underwriter to purchase the total number of Units that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units that such Underwriter agreed to purchase hereunder) of the Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Partnership as provided in Section 9(a)paragraph (a) above, the total number of Units that remains unpurchased exceeds one-eleventh of the total number of all the Units, or if the Company Partnership shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the CompanyPartnership Parties, except that the Company Partnership will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company Partnership Parties or any non-defaulting Underwriter for damages caused by its default.
Appears in 1 contract
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units ADSs that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units ADSs by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsADSs, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units ADSs on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsADSs, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsADSs, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units ADSs that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units ADSs of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units ADSs that remains unpurchased does not exceed one-eleventh of the total number of Unitsall ADSs, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units ADSs that such Underwriter agreed to purchase hereunder plus such Underwriter’s 's pro rata share (based on the total number of Units ADSs that such Underwriter agreed to purchase hereunder) of the Units ADSs of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units ADSs that it agreed to purchase on such Delivery Date pursuant to the terms of Section 23.
(c) If, after giving effect to any arrangements for the purchase of the Units ADSs of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units ADSs that remains unpurchased exceeds one-eleventh of the total number of Unitsall the ADSs, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 11 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 8 and 11 13 and except that the provisions of Section 8 10 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 1 contract
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units Stock that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Stock by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsStock, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units Stock on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsStock, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsStock, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the reasonable opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter,” includes, for all purposes of this Agreement unless the context requires otherwise, includes any party not listed in Schedule I hereto that, pursuant to this Section 911, purchases Units Stock that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of the Stock that remains unpurchased does not exceed one-eleventh of the total number of Unitsshares of all the Stock, then the Company and the Selling Stockholder shall have the right to require each non-defaulting Underwriter to purchase the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder) of the Units Stock of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units shares of Stock that it agreed to purchase on such Delivery Date pursuant to the terms of Section 23.
(c) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of Stock that remains unpurchased exceeds one-eleventh of the total number of Unitsshares of all the Stock, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 11 shall be without liability on the part of the CompanyCompany or the Selling Stockholder, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 8 and 11 13 and except that the provisions of Section 8 10 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company Company, the Selling Stockholder or any non-defaulting Underwriter for damages caused by its default.
Appears in 1 contract
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units Stock that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Stock by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsStock, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units Stock on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsStock, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsStock, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 911, purchases Units Stock that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of the Stock that remains unpurchased does not exceed one-eleventh of the total number of Unitsshares of all the Stock, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder) of the Units Stock of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units shares of Stock that it agreed to purchase on such Delivery Date pursuant to the terms of Section 23.
(c) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of Stock that remains unpurchased exceeds one-eleventh of the total number of Unitsshares of all the Stock, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 11 shall be without liability on the part of the CompanyCompany or of the Selling Stockholders, except that the Company and the Selling Stockholders will continue to be liable for the payment of expenses as set forth in Sections 6 8 and 11 13 and except that the provisions of Section 8 10 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 1 contract
Sources: Underwriting Agreement (BioXcel Therapeutics, Inc.)
Defaulting Underwriters. (a) If, on any the Delivery Date, any Underwriter defaults in its obligations to purchase the Units that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units by the non-defaulting Underwriters or other persons satisfactory to the Company Partnership on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Units, then the Company Partnership shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company Partnership that they have so arranged for the purchase of such Units, or the Company Partnership notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Units, either the non-defaulting Underwriters or the Company Partnership may postpone such the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company Partnership agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Partnership as provided in Section 9(a)paragraph (a) above, the total number of Units that remains unpurchased does not exceed one-eleventh of the total number of all Units, then the Company Partnership shall have the right to require each non-defaulting Underwriter to purchase the total number of Units that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units that such Underwriter agreed to purchase hereunder) of the Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Partnership as provided in Section 9(a)paragraph (a) above, the total number of Units that remains unpurchased exceeds one-eleventh of the total number of all the Units, or if the Company Partnership shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the CompanyPartnership, except that the Company Partnership will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company Partnership or any non-defaulting Underwriter for damages caused by its default.
Appears in 1 contract
Sources: Underwriting Agreement (Summit Midstream Partners, LP)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units Securities that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Stock by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsStock, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units Stock on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsStock, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsStock, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 912, purchases Units Stock that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of the Securities that remains unpurchased does not exceed one-eleventh of the total number of Unitsshares of all the Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder plus such Underwriter’s 's pro rata share (based on the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder) of the Units Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-non defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units shares of Stock that it agreed to purchase on such Delivery Date pursuant to the terms of Section 23.
(c) If, after giving effect to any arrangements for the purchase of the Units Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of Stock that remains unpurchased exceeds one-eleventh of the total number of Unitsshares of all the Securities, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 1 contract
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units Stock that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Stock by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsStock, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units Stock on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsStock, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsStock, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter,” includes, for all purposes of this Agreement unless the context requires otherwise, includes any party not listed in Schedule I hereto that, pursuant to this Section 911, purchases Units Stock that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of the Stock that remains remain unpurchased does not exceed one-eleventh of the total number of Unitsshares of all the Stock, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder plus such Underwriter’s 's pro rata share (based on the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder) of the Units Stock of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units shares of Stock that it agreed to purchase on such Delivery Date pursuant to the terms of Section 23.
(c) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of Stock that remains remain unpurchased exceeds one-eleventh of the total number of Unitsshares of all the Stock, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 11 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 8 and 11 13 and except that the provisions of Section 8 10 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 1 contract
Sources: Underwriting Agreement (Skyward Specialty Insurance Group, Inc.)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units Stock that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Stock by the non-defaulting Underwriters or other persons satisfactory to the Company Issuer on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsStock, then the Company Issuer shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units Stock on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company Issuer that they have so arranged for the purchase of such UnitsStock, or the Company Issuer notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsStock, either the non-defaulting Underwriters or the Company Issuer may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company Issuer or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company Issuer agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units Stock that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Issuer as provided in Section 9(a)paragraph (a) above, the total number of Units shares of the Stock that remains unpurchased does not exceed one-eleventh of the total number of Unitsshares of all the Stock, then the Company Issuer shall have the right to require each non-defaulting Underwriter to purchase the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder) of the Units Stock of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units shares of Stock that it agreed to purchase on such Delivery Date pursuant to the terms of Section 23.
(c) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Issuer as provided in Section 9(a)paragraph (a) above, the total number of Units shares of Stock that remains unpurchased exceeds one-eleventh of the total number of Unitsshares of all the Stock, or if the Company Issuer shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the CompanyIssuer, except that the Company Issuer will continue to be liable for the payment of expenses as set forth in Sections 6 7 and 11 12 and except that the provisions of Section 8 9 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company Issuer or any non-defaulting Underwriter for damages caused by its default.
Appears in 1 contract
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement (otherwise than by reason of any default on the part of the Partnership, the General Partner or BreitBurn Energy), the Representatives of the Underwriters shall use their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Partnership such amounts as may be agreed upon and upon the terms set forth herein, the Firm Units or Option Units, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representatives shall not have procured such other Underwriters, or any others, to purchase the Firm Units that it has or Option Units, as the case may be, agreed to purchase under this Agreementbe purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Units with respect to which such default shall occur does not exceed 10% of the Firm Units or Option Units, as the case may be, covered hereby, the remaining non-other Underwriters shall be obligated, severally, in proportion to the respective numbers of Firm Units or Option Units, as the case may be, which they are obligated to purchase hereunder, to purchase the Firm Units or Option Units, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Firm Units or Option Units, as the case may in their discretion arrange for be, with respect to which such default shall occur exceeds 10% of the purchase Firm Units or Option Units, as the case may be, covered hereby, the Partnership or the Representatives will have the right to terminate this Agreement without liability on the part of such Units by the non-defaulting Underwriters or other persons satisfactory of the Partnership, except that the Partnership, the General Partner and BreitBurn Energy will continue to be liable for the payment of expenses to the Company on the terms contained extent set forth in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Units, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such Units, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Units, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, Sections 8 and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes11. As used in this Agreement, the term “"Underwriter” " includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a), the total number of Units that remains unpurchased does not exceed one-eleventh of the total number of Units, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units that such Underwriter agreed to purchase hereunder) of the Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a), the total number of Units that remains unpurchased exceeds one-eleventh of the total number of Units, or if the Company shall not exercise the right described in Section 9(b), then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company Partnership, the General Partner or any non-defaulting Underwriter BreitBurn Energy for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Sources: Underwriting Agreement (BreitBurn Energy Partners L.P.)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units Stock that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Stock by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsStock, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units Stock on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsStock, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsStock, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 911, purchases Units Stock that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of the Stock that remains unpurchased does not exceed one-eleventh of the total number of Unitsshares of all the Stock, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder) of the Units Stock of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units shares of Stock that it agreed to purchase on such Delivery Date pursuant to the terms of Section 23.
(c) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of Stock that remains unpurchased exceeds one-eleventh of the total number of Unitsshares of all the Stock, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 11 shall be without liability on the part of the CompanyCompany or of the Selling Stockholder, except that the Company and the Selling Stockholder will continue to be liable for the payment of expenses as set forth in Sections 6 8 and 11 13 and except that the provisions of Section 8 10 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 1 contract
Sources: Underwriting Agreement (BioXcel Therapeutics, Inc.)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units Stock that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Stock by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsStock, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units Stock on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsStock, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsStock, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter,” includes, for all purposes of this Agreement unless the context requires otherwise, includes any party not listed in Schedule I hereto that, pursuant to this Section 910, purchases Units Stock that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of the Stock that remains unpurchased does not exceed one-eleventh of the total number of Unitsshares of all the Stock, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder) of the Units Stock of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units shares of Stock that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. Nothing herein shall relieve a defaulting Underwriter from liability for its default.
(c) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of Stock that remains unpurchased exceeds one-eleventh of the total number of Unitsshares of all the Stock, or if the Company shall not exercise the right described in Section 9(b)paragraph (a) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 10 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 12 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 1 contract
Sources: Underwriting Agreement (Sun Country Airlines Holdings, Inc.)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units Shares that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Shares by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsShares, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units Shares on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsShares, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsShares, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter,” includes, for all purposes of this Agreement unless the context requires otherwise, includes any party not listed in Schedule I hereto that, pursuant to this Section 911, purchases Units Shares that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units the Shares that remains remain unpurchased does not exceed one-eleventh of the total number of Unitsall the Shares, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units Shares that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units Shares that such Underwriter agreed to purchase hereunder) of the Units Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units Shares that it agreed to purchase on such Delivery Date pursuant to the terms of Section 23 hereof.
(c) If, after giving effect to any arrangements for the purchase of the Units Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units Shares that remains remain unpurchased exceeds one-eleventh of the total number of Unitsall the Shares, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 11 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 8 and 11 13 hereof and except that the provisions of Section 8 10 hereof shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 1 contract
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units Stock that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Stock by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsStock, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units Stock on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsStock, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsStock, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 911, purchases Units Stock that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of the Stock that remains unpurchased does not exceed one-eleventh of the total number of Unitsshares of all the Stock, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder) of the Units Stock of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units shares of Stock that it agreed to purchase on such Delivery Date pursuant to the terms of Section 23.
(c) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of Stock that remains unpurchased exceeds one-eleventh of the total number of Unitsshares of all the Stock, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 11 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 8 and 11 13 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 1 contract
Defaulting Underwriters. (a) If, on any the Delivery Date, any Underwriter defaults in its obligations to purchase the Units Securities that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Securities by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsSecurities, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units Securities on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsSecurities, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsSecurities, either the non-defaulting Underwriters or the Company may postpone such the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units Securities that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units Securities that remains remain unpurchased does not exceed one-eleventh of the total number of UnitsSecurities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units Securities that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units Securities that such Underwriter agreed to purchase hereunder) of the Units Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units Securities that it agreed to purchase on such the Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units Securities that remains remain unpurchased exceeds one-eleventh of the total number of UnitsSecurities, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 1 contract
Sources: Underwriting Agreement (BioXcel Therapeutics, Inc.)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units Shares that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Shares by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsShares, then the Company shall be entitled to a further period of 36 hours within which to procure other persons reasonably satisfactory to the non-defaulting Underwriters to purchase such Units Shares on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsShares, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsShares, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units Shares that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units Shares that remains unpurchased does not exceed one-eleventh of the total number of Unitsall the Shares, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units Shares that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units Shares that such Underwriter agreed to purchase hereunder) of the Units Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units Shares that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units Shares that remains unpurchased exceeds one-eleventh of the total number of Unitsall the Shares, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 1 contract
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units Stock that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Stock by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsStock, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units Stock on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsStock, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsStock, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 911, purchases Units Stock that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of the Stock that remains unpurchased does not exceed one-eleventh of the total number of Unitsshares of all the Stock, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder) of the Units Stock of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units shares of Stock that it agreed to purchase on such Delivery Date pursuant to the terms of Section 23.
(c) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of Stock that remains unpurchased exceeds one-eleventh of the total number of Unitsshares of all the Stock, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 11 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as to the extent set forth in Sections 6 8 and 11 13 and except that the provisions of Section 8 10 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 1 contract
Sources: Underwriting Agreement (M/a-Com Technology Solutions Holdings, Inc.)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units by the non-defaulting Underwriters or other persons satisfactory to the Company Sponsor on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Units, then the Company Sponsor shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company Sponsor that they have so arranged for the purchase of such Units, or the Company Sponsor notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Units, either the non-defaulting Underwriters or the Company Sponsor may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company Partnership or the Sponsor or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company Partnership agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 910, purchases Units that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Sponsor as provided in Section 9(a)paragraph (a) above, the total number of Units that remains unpurchased does not exceed one-eleventh of the total number of Units, then the Company Sponsor shall have the right to require each non-defaulting Underwriter to purchase the total number of Units that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units that such Underwriter agreed to purchase hereunder) of the Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of shares of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 23.
(c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Sponsor as provided in Section 9(a)paragraph (a) above, the total number of Units that remains remain unpurchased exceeds one-eleventh of the total number of Units, or if the Company Sponsor shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 10 shall be without liability on the part of the CompanyHi-Crush Parties, except that the Company Hi-Crush Parties will continue to be liable for the payment of expenses as set forth in Sections 6 7 and 11 12 and except that the provisions of this Section 8 10 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company Hi-Crush Parties or any non-defaulting Underwriter for damages caused by its default.
Appears in 1 contract
Defaulting Underwriters. (a) If, on any Delivery the Closing Date, any Underwriter defaults in its obligations to purchase the Units Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Notes by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsNotes, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsNotes, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsNotes, either the non-defaulting Underwriters or the Company may postpone such Delivery the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus Prospectuses or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus Prospectuses or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units Notes that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Notes of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number aggregate principal amount of Units such Notes that remains unpurchased does not exceed one-eleventh of the total number aggregate principal amount of Unitsall the Notes, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number principal amount of Units Notes that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number principal amount of Units Notes that such Underwriter agreed to purchase hereunder) of the Units Notes of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number aggregate principal amount of Units Notes that it agreed to purchase on such Delivery the Closing Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units Notes of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number aggregate principal amount of Units such Notes that remains unpurchased exceeds one-eleventh of the total number aggregate principal amount of Unitsall the Notes, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the CompanyCompany or the Subsidiary Guarantors, except that the Company and each of the Subsidiary Guarantors will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company Company, the Subsidiary Guarantors or any non-defaulting Underwriter for damages caused by its default.
Appears in 1 contract
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units Stock that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Stock by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsStock, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units Stock on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsStock, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsStock, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 912, purchases Units Stock that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of the Stock that remains unpurchased does not exceed one-eleventh of the total number of Unitsshares of all the Stock, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder plus such Underwriter’s 's pro rata share (based on the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder) of the Units Stock of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-non defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units shares of Stock that it agreed to purchase on such Delivery Date pursuant to the terms of Section 23.
(c) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of Stock that remains unpurchased exceeds one-eleventh of the total number of Unitsshares of all the Stock, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 1 contract
Defaulting Underwriters. (a) If, on any the applicable Delivery Date, any Underwriter defaults in its obligations to purchase the Offered Units that it has agreed to purchase under this Agreement, then the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Offered Units by the non-defaulting Underwriters or other persons satisfactory to the Company Partnership and the Selling Unitholder on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Offered Units, then the Company Partnership and the Selling Unitholder shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Offered Units on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company Partnership and the Selling Unitholder that they have so arranged for the purchase of such Offered Units, or the Company notifies Partnership and the Selling Unitholder notify the non-defaulting Underwriters that it has they have so arranged for the purchase of such Offered Units, either the non-defaulting Underwriters Underwriters, on the one hand, or the Company Partnership or the Selling Unitholder, on the other hand, may postpone such the applicable Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company Partnership, counsel for the Selling Unitholder or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company Partnership agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto that, pursuant to this Section 9, purchases Offered Units that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Offered Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters Underwriters, the Partnership and the Company Selling Unitholder as provided in Section 9(a), the total number of Offered Units that remains unpurchased does not exceed one-eleventh of the total number of all the Offered Units, then the Company Partnership and the Selling Unitholder shall have the right to require each non-defaulting Underwriter to purchase the total number of Offered Units that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Offered Units that such Underwriter agreed to purchase hereunder) of the Offered Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Offered Units that it agreed to purchase on such the applicable Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Offered Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Partnership as provided in Section 9(a), the total number of Offered Units that remains unpurchased exceeds one-eleventh of the total number of all the Offered Units, or if the Company Partnership and the Selling Unitholder shall not exercise the right described in Section 9(b), then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the CompanyGeneral Partner and the Partnership, except that the Company General Partner and the Partnership will continue to be liable for the payment of expenses as set forth in Sections Section 6 and Section 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company Partnership, the Selling Unitholder or any non-defaulting Underwriter for damages caused by its default.
Appears in 1 contract
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units Stock that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units Stock by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such UnitsStock, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units Stock on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such UnitsStock, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such UnitsStock, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter,” includes, for all purposes of this Agreement unless the context requires otherwise, includes any party not listed in Schedule I hereto that, pursuant to this Section 911, purchases Units Stock that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of the Stock that remains unpurchased does not exceed one-eleventh of the total number of Unitsshares of all the Stock, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units shares of Stock that such Underwriter agreed to purchase hereunder) of the Units Stock of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units shares of Stock that it agreed to purchase on such Delivery Date pursuant to the terms of Section 23.
(c) If, after giving effect to any arrangements for the purchase of the Units Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a)paragraph (a) above, the total number of Units shares of Stock that remains unpurchased exceeds one-eleventh of the total number of Unitsshares of all the Stock, or if the Company shall not exercise the right described in Section 9(b)paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 11 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 8 and 11 13 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 1 contract
Defaulting Underwriters. (a) If, on any Delivery the Closing Date or Option Closing Date, as applicable, any Underwriter defaults in its obligations to purchase the Units that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units by the non-defaulting Underwriters or other persons satisfactory to the Company Partnership on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Units, then the Company Partnership shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company Partnership that they have so arranged for the purchase of such Units, or the Company Partnership notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Units, either the non-defaulting Underwriters or the Company Partnership may postpone such Delivery Closing Date or Option Closing Date, as applicable, for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company Partnership agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto that, pursuant to this Section 910, purchases Units that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Partnership as provided in Section 9(a10(a), the total number of Units that remains unpurchased does not exceed one-eleventh of the total number of all the Units, then the Company Partnership shall have the right to require each non-defaulting Underwriter to purchase the total number of Units that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units that such Underwriter agreed to purchase hereunder) of the Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units that it agreed to purchase on such Delivery Closing Date or Option Closing Date, as applicable, pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Partnership as provided in Section 9(a10(a), the total number of Units that remains unpurchased exceeds one-eleventh of the total number of all the Units, or if the Company Partnership shall not exercise the right described in Section 9(b10(b), then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 10 shall be without liability on the part of the CompanyGeneral Partner and the Partnership, except that the Company General Partner and the Partnership will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect8.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company Partnership or any non-defaulting Underwriter for damages caused by its default.
Appears in 1 contract
Sources: Underwriting Agreement (Natural Resource Partners Lp)
Defaulting Underwriters. (a) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Units that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Units by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 thirty-six (36) hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Units, then the Company shall be entitled to a further period of 36 thirty-six (36) hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such Units, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Units, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven (7) full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Units that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a), the total number of Units that remains unpurchased does not exceed one-eleventh of the total number of Units, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of Units that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total number of Units that such Underwriter agreed to purchase hereunder) of the Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
(c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in Section 9(a), the total number of Units that remains unpurchased exceeds one-eleventh of the total number of Units, or if the Company shall not exercise the right described in Section 9(b), then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.
(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
Appears in 1 contract