Failure to Underwrite Clause Samples

The 'Failure to Underwrite' clause defines the consequences and procedures that apply if an underwriter does not fulfill their obligation to purchase or guarantee the sale of securities as agreed. Typically, this clause outlines the remedies available to the issuer, such as the right to seek alternative underwriters, claim damages, or terminate the agreement. Its core practical function is to protect the issuer from financial and operational risks that arise if the underwriter fails to perform, ensuring the offering process can proceed or be remedied efficiently.
Failure to Underwrite. In the event all or a portion of the amount of the Variable Loan set forth in the Conversion Request cannot be converted because the increased debt service on the Fixed Loan does not result in the Collateral Pool satisfying the Coverage and LTV Tests, Borrower shall prepay the amount of the Variable Loan that cannot be converted to a Fixed Loan and shall pay all prepayment premiums and other fees associated with such prepayment.
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Failure to Underwrite. In the event that the Coverage and LTV Tests would not be satisfied after the proposed Conversion, if Borrower continues to elect the Conversion, Borrower shall prepay a portion of the Advances Outstanding pursuant to Section 3.04(e) to meet the Coverage and LTV Tests and shall pay all prepayment premiums and other fees associated with such prepayment.
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Failure to Underwrite. In the event all or a portion of the amount of the SARM Variable Advance set forth in the Conversion Request cannot be converted because the increased debt service on the Fixed Advance does not result in the Collateral Pool satisfying the Coverage and LTV Tests, Borrower shall prepay the amount of the SARM Variable Advance that cannot be converted to a Fixed Advance and shall pay all prepayment premiums and other fees associated with such prepayment.
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Related to Failure to Underwrite

  • Default by an Underwriter If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

  • Pricing Information Provided Orally by Underwriters As to each investor, the price paid by such investor. The Company is selling 10,600,000 Underwritten Shares. The Company has granted an option to the Underwriters to purchase up to an additional 1,590,000 Option Shares. 1. None. W▇▇▇▇ Fargo Securities, LLC 5▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10001 Re: Ventas, Inc. --- Public Offering Ladies and Gentlemen: The undersigned understands that you, as the Underwriter (defined below), propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Ventas, Inc, a Delaware corporation (the “Company”), and W▇▇▇▇ Fargo Securities, LLC and W▇▇▇▇ Fargo Bank, National Association, in their capacities as forward seller and forward purchaser, respectively, providing for the public offering (the “Public Offering”) by the underwriter named in Schedule A to the Underwriting Agreement (the “Underwriter”), of up to 12,190,000 shares (inclusive of the Underwriter’s option to purchase additional shares) of common stock, par value $0.25 per share (the “Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriter’s agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of W▇▇▇▇ Fargo Securities, LLC, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business thirty (30) days after the date of the final prospectus supplement relating to the Public Offering (such period, the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, shares of Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulation of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively, the “Lock-Up Securities”) or (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transfers of Lock-Up Securities by will or intestacy upon the death of the undersigned in a transaction not involving a disposition for value;

  • DEFAULT BY UNDERWRITERS If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Warrants that Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security Holder), you, as Representative, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in such amounts as may be agreed upon and upon the terms set forth herein, the Warrants the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants they are obligated to purchase hereunder, to purchase the Warrants such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on the Closing Date, the Selling Security Holder or you as the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement

  • INFORMATION PROVIDED BY UNDERWRITERS The Company and the Underwriters acknowledge and agree that the only information furnished or to be furnished by the Underwriters to the Company for inclusion in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus consists of the information set forth in the third and eighth through tenth paragraphs under the caption “Underwriting” in the Prospectus.

  • Covenant of the Underwriters Each Underwriter severally and not jointly covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, be required to be filed by the Company under Rule 433(d).