Common use of UNDERWRITING PERCENTAGES Clause in Contracts

UNDERWRITING PERCENTAGES. 7.1 The obligations of the Underwriters hereunder, including the obligation to purchase Offered Shares at the Time of Closing or Over-Allotment Option Time of Closing, as the case may be, shall be several, and not joint, and shall be limited as regards to each Underwriter to the percentages set out opposite the name of the Underwriters below: Dundee1 45% National Bank Financial Inc. 22.5% R▇▇▇▇▇▇ J▇▇▇▇ Ltd. 22.5% PI Financial Corp. 10% 7.2 In the event that any Underwriter shall fail to purchase its applicable percentage of the Offered Shares or Additional Shares, if applicable, as provided in section 7.1 at the Time of Closing or Over-Allotment Option Time of Closing, as the case may be, the non- defaulting Underwriters shall have the right, but shall not be obligated, to purchase some or all of the Offered Shares which would otherwise have been purchased by that Underwriter which is in default (the Offered Shares in respect of which the defaulting Underwriter fails to purchase and the non-defaulting Underwriters do not elect to purchase being called the “Default Securities”), then the Corporation shall have the right to either: (i) proceed with the sale of the Offered Shares (less the Default Securities) to the non-defaulting Underwriters, or (ii) terminate its obligations hereunder without liability to the non-defaulting Underwriters except under sections 6.2 and 10. Nothing in this section 7.2 shall oblige the Corporation to sell to any Underwriter less than all of the Offered Shares or relieve from liability to the Corporation any Underwriter which shall be so in default. _________________________________________________ 1 A step-up fee of 5.0% is payable to Dundee

Appears in 1 contract

Sources: Underwriting Agreement (Silvercrest Mines Inc)

UNDERWRITING PERCENTAGES. 7.1 (a) The obligations obligation of the Underwriters hereunder, including the obligation to purchase Offered Shares the Units at the Closing Time of on the Closing or Over-Allotment Option Time of Closing, as the case may be, Date shall be several, and not joint, nor joint and several, and shall be limited as regards to each Underwriter to the percentages set out opposite the name of the Underwriters belowfollowing percentages: Dundee1 45GMP Securities L.P. 30 % National Bank Financial Inc. 22.5% RBMO ▇▇▇▇▇▇▇ J▇▇▇▇ Inc. 30 % CIBC World Markets Inc. 20 % Cormark Securities Inc. 10 % Dundee Securities Ltd. 22.510 % PI Financial Corp. 10100 % 7.2 (b) In the event that any Underwriter shall fail to purchase its applicable percentage of the Offered Shares or Additional Shares, if applicable, as provided in section 7.1 Units (the “Defaulted Securities”) at the Time of Closing or Over-Allotment Option Time of Closing, as the case may beTime, the non- defaulting other Underwriters shall have the right, but shall not be obligatedwithin 36 hours thereafter, to make arrangements, to purchase some or all all, but not less than all, of the Offered Shares which would otherwise Defaulted Securities, in such amounts as may be agreed upon and upon the terms set forth herein. If, however, the Underwriters shall have been not completed such arrangements within such 36 hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Units to be purchased by that Underwriter which is in default (the Offered Shares in respect of which the defaulting Underwriter fails to purchase and hereunder, the non-defaulting Underwriters do not elect Underwriter shall be obligated to purchase being called the “Default Securities”)full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligation of all non-defaulting Underwrites, then or (ii) if the Corporation number of Defaulted Securities exceeds 10% of the number of Units to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (c) No action taken pursuant to this Section 13 shall relieve any defaulting Underwriter from liability in respect of its default to the Issuer or to any non-defaulting Underwriter. (d) In the event of any such default which does not result in a termination of this Agreement, either the Underwriters or the Issuer shall have the right to either: postpone the Closing Time for a period not exceeding seven (i7) proceed with the sale of the Offered Shares (less the Default Securities) calendar days in order to effect any required changes to the non-defaulting Underwriters, or (ii) terminate its obligations hereunder without liability to the non-defaulting Underwriters except under sections 6.2 and 10. Nothing in this section 7.2 shall oblige the Corporation to sell to any Underwriter less than all of the Offered Shares or relieve from liability to the Corporation any Underwriter which shall be so in default. _________________________________________________ 1 A step-up fee of 5.0% is payable to DundeeOffering Memorandum.

Appears in 1 contract

Sources: Underwriting Agreement (Banro Corp)

UNDERWRITING PERCENTAGES. 7.1 The obligations obligation of the Underwriters hereunder, including the obligation to purchase or arrange for Substituted Purchasers of the Offered Shares Units and the Pre-Emptive Units at the Closing Time of Closing or and the Additional Units at the Over-Allotment Option Closing Time of Closing, as the case may be, shall be several, and several (but not joint, ) and shall be limited as regards to each Underwriter to the percentages of the aggregate number of Offered Units and Pre-Emptive Units and of Additional Units set out forth opposite the name of the Underwriters below: Dundee1 45% National Bank Financial Inc. 22.5% RBMO N▇▇▇▇▇▇ JB▇▇▇▇ Inc. 40.0 % GMP Securities Ltd. 22.520.0 % PI H▇▇▇▇▇▇ Securities Inc. 12.5 % National Bank Financial Corp. 10% 7.2 Inc. 10.0 % Canaccord Capital Corporation 7.5 % Salman Partners Inc. 5.0 % Sprott Securities Inc. 5.0 % 100 % In the event that any Underwriter shall fail to purchase its applicable percentage of the Offered Shares or Additional Shares, if applicable, as provided in section 7.1 Units and Pre-Emptive Units at the Closing Time or of Closing or the Additional Units at the Over-Allotment Option Time of Closing, as the case may beClosing Time, the non- defaulting Underwriters others shall have the right, but shall not be obligated, to purchase some or all of the percentage of the Offered Shares Units and Pre-Emptive Units or the Additional Units which would otherwise have been purchased by that Underwriter one of the Underwriters which is in default. In the event that such right is not exercised, the Underwriters which are not in default (the Offered Shares in respect shall be relieved of which the defaulting Underwriter fails to purchase and the non-defaulting Underwriters do not elect to purchase being called the “Default Securities”), then the Corporation shall have the right to either: (i) proceed with the sale of the Offered Shares (less the Default Securities) all obligations to the non-defaulting Underwriters, or (ii) terminate its obligations hereunder without Company and there shall be no further liability on the part of such Underwriters to the non-defaulting Underwriters except under sections 6.2 and 10Company. Nothing in this section 7.2 shall oblige the Corporation Company to sell to any Underwriter the Underwriters less than all of the Offered Shares Units and Pre-Emptive Units or relieve from liability to the Corporation Company any Underwriter which shall be so in default. _________________________________________________ 1 A step-up fee In the event of 5.0% is payable a termination by the Company of its obligations under this Agreement under this subsection, there shall be no further liability on the part of the Company to Dundeethe Underwriters except in respect of any liability which may have arisen or may thereafter arise under Sections 13, 14 and 16.

Appears in 1 contract

Sources: Underwriting Agreement (Peru Copper Inc)

UNDERWRITING PERCENTAGES. 7.1 The obligations obligation of the Underwriters hereunder, including the obligation to purchase Offered Shares the Units at the Closing Time of Closing or Over-Allotment Option Time of Closing, as the case may be, shall be several, several and not joint, joint and several and shall be limited as regards to each Underwriter to the percentages of the aggregate number of Units set out opposite the name of each of the Underwriters below: Dundee1 45TD Securities Inc. 27.5% National Bank Financial Merrill Lynch Canada Inc. 22.527.5% RScotia C▇▇▇▇▇▇ JI▇▇. 12.5% Yorkton Securities Inc. 12.5% CIBC World Markets Inc. 6.0% Salomon Smith Barney Canada Inc. 6.0% Dundee S▇▇▇▇▇▇▇▇▇ Ltd. 22.5▇▇▇poration 4.0% PI Financial Corp. 10% 7.2 Sprott Securities Inc. 4.0% In the event that any Underwriter shall fail to purchase its applicable percentage of the Offered Shares or Additional Shares, if applicable, as provided in section 7.1 Units (the "Defaulted Securities") at the Time of Closing or Over-Allotment Option Time of Closing, as the case may beTime, the non- defaulting Underwriters Representatives shall have the right, but shall not be obligatedwithin 24 hours thereafter, to purchase some make arrangements for one or all more of the Offered Shares which would otherwise have been purchased by that Underwriter which is in default (the Offered Shares in respect of which the defaulting Underwriter fails to purchase and the non-defaulting Underwriters do not elect to purchase being called the “Default Securities”), then the Corporation shall have the right to either: (i) proceed with the sale of the Offered Shares (less the Default Securities) to the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Underwriters shall not have completed such arrangements within such 24-hour period, then: (iia) terminate its obligations hereunder without liability if the number of Defaulted Securities does not exceed 10% of the number of Units to be purchased hereunder, the non-defaulting Underwriters except under sections 6.2 shall be obligated, each severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligation of all non-defaulting Underwriters, or (b) if the number of Defaulted Securities exceeds 10% of the number of Units to be purchased on such date, this agreement shall terminate without liability on the part of any non-defaulting Underwriter. Nothing No action taken pursuant to this Section 11 shall relieve any defaulting Underwriter from liability in this section 7.2 shall oblige respect of its default to the Corporation to sell Company or to any non-defaulting Underwriter. In the event of any such default which does not result in a termination of this agreement either the Underwriters or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Canadian Prospectus, the U.S. Prospectus or in any other documents or arrangements. As used herein, the term "Underwriter" includes any person substituted for an Underwriter less than all of the Offered Shares or relieve from liability to the Corporation any Underwriter which shall be so in default. _________________________________________________ 1 A step-up fee of 5.0% is payable to Dundeeunder this Section 11.

Appears in 1 contract

Sources: Underwriting Agreement (Agnico Eagle Mines LTD)