Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock hereunder on any Closing Date and the aggregate number of shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the sh
...ares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect.
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Substitution of Underwriters. If any Underwriter
or Underwriters shall default in its
or their obligations obligation to purchase
shares of Stock hereunder on
any the Firm Shares Closing Date
and the
aggregate number of shares which such defaulting Underwriter or Underwriters Firm Shares agreed
but failed to purchase does not exceed ten percent (10%) of the total number of shares to be purchased
by all Underwriters hereunder on such
Firm Shares Closing Date, the
Representative shall have the right, within 36 hours thereafter..., to make arrangements for one or more of the non-defaulting Underwriters, or any other Underwriters underwriters, to purchase such Firm Shares on the terms contained herein. If, however, the Representative shall not have completed such arrangements within such 36-hour period, then the Company shall be obligated severally, in proportion entitled to their respective commitments hereunder, a further period of thirty-six hours within which to purchase the shares which such defaulting Underwriter procure another party or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date and arrangements other parties satisfactory to the Representatives and the Company Underwriters to purchase such Firm Shares on such terms. If, after giving effect to any arrangements for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock Firm Shares of a defaulting Underwriter or Underwriters by the Representative and the Company as provided above, the aggregate number of Firm Shares which remains unpurchased on the Firm Shares Closing Date does not exceed one-eleventh of the aggregate number of all the Firm Shares that all the Underwriters are obligated to purchase on such Closing Date as provided date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Firm Shares which such Underwriter agreed to purchase hereunder at such date and, in this Section 10, (i) addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Firm Shares which such Underwriter agreed to purchase hereunder) of the Firm Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. In any such case, either the Representative or the Company shall have the right to postpone such the Firm Shares Closing Date for a period of not more than five (5) full business seven days in order that the Company may to effect whatever any necessary changes may thereby be made and arrangements (including any necessary in amendments or supplements to the Registration Statement or the Prospectus, Prospectus or in any other documents or arrangements, documents), and the Company agrees promptly to file promptly any amendments to the Registration Statement or supplements to the Prospectus which in the opinion of the Company and the Underwriters and their counsel may thereby be made necessary, necessary. -21- If, after giving effect to any arrangements for the purchase of the Firm Shares of a defaulting Underwriter or Underwriters by the Representative and (ii) the respective numbers Company as provided above, the aggregate number of shares such Firm Shares which remains unpurchased exceeds 10% of the aggregate number of all the Firm Shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of at such date, then this Agreement pursuant to this Section 10 shall be terminate, without liability on the part of any non-defaulting Underwriter or to the Company, and without liability on the part of the Company, except that as provided in Sections 5(b), 6, 7 and 8. The provisions of this Section 9 shall not in any way affect the representations, warranties, covenants, indemnities, agreements and other statements set forth liability of any defaulting Underwriter to the Company or the nondefaulting Underwriters arising out of such default. The term "Underwriter" as used in this Agreement shall include any person substituted under this Section 2, the obligations 9 with like effect as if such person had originally been a party to this Agreement with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect. such Firm Shares.
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Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase
shares of Stock Shares and/or Warrants hereunder on
any the Closing Date and the aggregate number of
shares Shares and/or Warrants which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of
shares Shares and/or Warrants to be purchased by all Underwriters on such Closing Date, the other Underwriters shall be obligated severally, in
... proportion to their respective commitments hereunder, to purchase the shares Shares and/or Warrants which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares Shares and/or Warrants with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares Shares and/or Warrants to be purchased by all Underwriters on such Closing Date and arrangements satisfactory to the Representatives remaining Underwriters and the Company for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock Shares and/or Warrants of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date for a period of not more than five (5) full business days in order that to permit the Company may to effect whatever changes may thereby be made necessary in the Registration Statement or Statement, the Prospectus, or in any other documents or arrangements, which may thereby be made necessary, and the Company agrees to promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares Shares and/or Warrants to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the any other Underwriters Underwriter for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter non defaulting Underwriters or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, 2 and 3, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections Section 5 and 9 and the provisions of Section 7 and Sections 11 through 21, 18, inclusive, shall not terminate and shall remain in full force and effect. 19 12. Notices. Except as otherwise provided herein, all communications hereunder shall be in writing and, (i) if to the Underwriters, shall be mailed, delivered or telecopied to (a) Maxim Group LLC, 405 Lexington Avenue, 2nd Floor, New York, NY 10174, telecopy number: 212-895-3860, Attention: James Siegel, Esq. ; (b) Roth Capital Partners, LLC, 888 San Clemente Drive, Newport Beach, CA 92660, telecopy number: (949) 720-7227, Attention: Managing Director; and (c) National Securities Corporation, 410 Park Avenue, New York, NY 10022, telecopy number: 212-417-8000, Attention: Jonathan Rich, and (ii) if to the Company, shall be mailed, delivered or telecopied to it at DelMar Pharmaceuticals, Inc., Suite 720-999 West Broadway, Vancouver, British Columbia, Canada, V5Z 1K5, telecopy number: (604) 608-5685, Attention: Chief Executive Officer; or in each case to such other address as the person to be notified may have requested in writing. Any party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose.
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Substitution of Underwriters. If any Underwriter
or Underwriters shall default in its
or their obligations obligation to purchase
shares of Stock hereunder on any Closing Date
and the
aggregate number of shares which such defaulting Underwriter or Underwriters Securities agreed
but failed to purchase does not exceed ten percent (10%) of the total number of shares to be purchased
by all Underwriters hereunder on
such the Closing Date,
Cowen and Company, LLC shall have the
right, within 36 hours thereafter, to make arrangement...s for one or more of the non-defaulting Underwriters, or any other Underwriters underwriters, to purchase such Securities on the terms contained herein. If, however, Cowen and Company, LLC shall not have completed such arrangements within such 36-hour period, then the Company shall be obligated severally, in proportion entitled to their respective commitments hereunder, a further period of thirty-six hours within which to purchase the shares which such defaulting Underwriter procure another party or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date and arrangements other parties satisfactory to the Representatives and the Company Underwriters to purchase such Securities on such terms. If, after giving effect to any arrangements for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock Shares of a defaulting Underwriter or Underwriters by Cowen and Company, LLC and the Company as provided above, the aggregate number of Securities which remain unpurchased on the Closing Date does not exceed one-eleventh of the aggregate number of all the Securities that all the Underwriters are obligated to purchase on such Closing Date as provided date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Securities which such Underwriter agreed to purchase hereunder at such date and, in this Section 10, (i) addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. In any such case, either Cowen and Company, LLC or the Company shall have the right to postpone such the Closing Date for a period of not more than five (5) full business seven days in order that the Company may to effect whatever any necessary changes may thereby be made and arrangements (including any necessary in amendments or supplements to the Registration Statement or the Prospectus, Prospectus or in any other documents or arrangements, documents), and the Company agrees promptly to file promptly any amendments to the Registration Statement or supplements to the Prospectus which in the opinion of the Company and the Underwriters and their counsel may thereby be made necessary, necessary. 25 If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by Cowen and (ii) Company, LLC and the respective numbers Company as provided above, the aggregate number of shares such Securities which remains unpurchased exceeds 10% of the aggregate number of all the Securities to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of at such date, then this Agreement pursuant to this Section 10 shall be terminate, without liability on the part of any non-defaulting Underwriter or to the Company, and without liability on the part of the Company, except that as provided in Sections 4(b), 5, 6 and 7. The provisions of this Section 8 shall not in any way affect the representations, warranties, covenants, indemnities, agreements and other statements set forth liability of any defaulting Underwriter to the Company or the nondefaulting Underwriters arising out of such default. The term "Underwriter" as used in this Agreement shall include any person substituted under this Section 2, the obligations 8 with like effect as if such person had originally been a party to this Agreement with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect. such Securities.
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Substitution of Underwriters. If any Underwriter
or defaults in its obligation to purchase the number of Securities which it has agreed to purchase under this Agreement, the non-defaulting Underwriters shall
default in its or their obligations be obligated to purchase
shares of Stock hereunder on any Closing Date and (in the
aggregate respective proportions which the number of
shares Securities set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total number of Securities set fort...h opposite the names of all the non-defaulting Underwriters in Schedule I hereto) the Securities which such the defaulting Underwriter agreed but failed to purchase (the "Default Securities"); except that the non-defaulting Underwriters shall not be obligated to purchase any of the Securities if the total number of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) exceeds 10% of the total number of shares to be purchased by all Underwriters on such Closing Date, the other Underwriters Firm Securities, and any non-defaulting Underwriter shall not be obligated severally, in proportion to their respective commitments hereunder, to purchase more than 110% of the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect Securities set forth opposite its name in Schedule I attached hereto purchasable by it pursuant to which such default or defaults occur is more than ten percent (10%) the terms of Section 3 hereof. If the total number of shares to be purchased by all Underwriters on such Closing Date foregoing maximums are exceeded, (i) the non-defaulting Underwriters, and arrangements any other underwriters satisfactory to the Representatives and who so agree, shall have the Company for right, but shall not be obligated, to purchase (in such proportions as may be agreed upon among them) all the Default Securities on the terms contained herein. If the non-defaulting Underwriters or the other underwriters satisfactory to the Representatives do not elect to purchase of such shares by other persons are not made within forty-eight (48) hours after such default, the Default Securities, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be terminate without liability on the part of any non-defaulting Underwriter or the Company, Company except that for the representations, warranties, covenants, indemnities, agreements payment of expenses to be borne by the Company and other statements set forth the Underwriters as provided in Section 2, 5 hereof and the obligations indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 hereof. 26 Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the other underwriters satisfactory to the Representatives are obligated or agree to purchase the Securities of a defaulting Underwriter, either the Representatives or the Company may postpone the First Closing Date for up to five full Business Days in order to effect any changes that may be necessary in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus or in any other document or agreement, and to file promptly any amendments or any supplements to the Registration Statement or the Time of Sale Disclosure Package or the Prospectus which in the Representatives' opinion may thereby be made necessary. The term "Underwriter" as used in this Agreement shall include any party substituted under this Section 8 with like effect as if it had originally been a party to this Agreement with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect. Securities.
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Substitution of Underwriters.
(a) If any Underwriter
or defaults in its obligation to purchase the number of Securities which it has agreed to purchase under this Agreement, the non-defaulting Underwriters shall
default in its or their obligations be obligated to purchase
shares of Stock hereunder on any Closing Date and (in the
aggregate respective proportions which the number of
shares Securities set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total number of Securities set ...forth opposite the names of all the non-defaulting Underwriters in Schedule I hereto) the Securities which such the defaulting Underwriter agreed but failed to purchase (the "Default Securities"); except that the non-defaulting Underwriters shall not be obligated to purchase any of the Securities if the total number of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) exceeds one-eleventh of the total number of shares to be purchased by all Underwriters on such Closing Date, the other Underwriters Firm Securities, and any non-defaulting Underwriter shall not be obligated severally, in proportion to their respective commitments hereunder, to purchase more than 110% of the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect Securities set forth opposite its name in Schedule I attached hereto purchasable by it pursuant to which such default or defaults occur is more than ten percent (10%) the terms of Section 3 hereof. If the total number of shares to be purchased by all Underwriters on such Closing Date foregoing maximums are exceeded, (i) the non-defaulting Underwriters, and arrangements any other underwriters satisfactory to the Representatives and who so agree, shall have the Company for right, but shall not be obligated, to purchase (in such proportions as may be agreed upon among them) all the Default Securities on the terms contained herein. If the non-defaulting Underwriters or the other underwriters satisfactory to the Representatives do not elect to purchase of such shares by other persons are not made within forty-eight (48) hours after such default, the Default Securities, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be terminate without liability on the part of any non-defaulting Underwriter or the Company, Company except that for the representations, warranties, covenants, indemnities, agreements payment of expenses to be borne by the Company and other statements set forth the Underwriters as provided in Section 2, 5 hereof and the obligations indemnity and contribution agreements of the Company and the Underwriters contained in Section 8 hereof. (b) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the other underwriters satisfactory to the Representatives are obligated or agree to purchase the Securities of a defaulting Underwriter, either the Representatives or the Company may postpone the First Closing Date for up to five (5) full Business Days in order to effect any changes that may be necessary in the Registration Statement, the Disclosure Package or the Prospectus or in any other document or agreement, and to file promptly any amendments or any supplements to the Registration Statement or the Disclosure Package or the Prospectus which in the Representatives' opinion may thereby be made necessary. The term "Underwriter" as used in this Agreement shall include any party substituted under this Section 9 with like effect as if it had originally been a party to this Agreement with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect. Securities.
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Substitution of Underwriters. If any Underwriter
or defaults in its obligation to purchase the number of Securities which it has agreed to purchase under this Agreement, the non-defaulting Underwriters shall
default in its or their obligations be obligated to purchase
shares of Stock hereunder on any Closing Date and (in the
aggregate respective proportions which the number of
shares Securities set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total number of Securities set fort...h opposite the names of all the non-defaulting Underwriters in Schedule I hereto) the Securities which such the defaulting Underwriter agreed but failed to purchase (the "Default Securities"); except that the non-defaulting Underwriters shall not be obligated to purchase any of the Securities if the total number of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) exceeds 10% of the total number of shares to be purchased by all Underwriters on such Closing Date, the other Underwriters Firm Securities, and any non-defaulting Underwriter shall not be obligated severally, in proportion to their respective commitments hereunder, to purchase more than 110% of the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect Securities set forth opposite its name in Schedule I attached hereto purchasable by it pursuant to which such default or defaults occur is more than ten percent (10%) the terms of Section 3 hereof. If the total number of shares to be purchased by all Underwriters on such Closing Date foregoing maximums are exceeded, (i) the non-defaulting Underwriters, and arrangements any other underwriters satisfactory to the Representatives and who so agree, shall have the Company for right, but shall not be obligated, to purchase (in such proportions as may be agreed upon among them) all the Default Securities on the terms contained herein. If the non-defaulting Underwriters or the other underwriters satisfactory to the Representatives do not elect to purchase of such shares by other persons are not made within forty-eight (48) hours after such default, the Default Securities, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be terminate without liability on the part of any non-defaulting Underwriter or the Company, Company except that for the representations, warranties, covenants, indemnities, agreements payment of expenses to be borne by the Company 26 and other statements set forth the Underwriters as provided in Section 2, 5 hereof and the obligations indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 hereof. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the other underwriters satisfactory to the Representatives are obligated or agree to purchase the Securities of a defaulting Underwriter, either the Representatives or the Company may postpone the First Closing Date for up to five full Business Days in order to effect any changes that may be necessary in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus or in any other document or agreement, and to file promptly any amendments or any supplements to the Registration Statement or the Time of Sale Disclosure Package or the Prospectus which in the Representatives' opinion may thereby be made necessary. The term "Underwriter" as used in this Agreement shall include any party substituted under this Section 8 with like effect as if it had originally been a party to this Agreement with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect. Securities.
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Substitution of Underwriters. If any Underwriter
or defaults in its obligation to purchase the number of Securities which it has agreed to purchase under this Agreement, the non-defaulting Underwriters shall
default in its or their obligations be obligated to purchase
shares of Stock hereunder on any Closing Date and (in the
aggregate respective proportions which the number of
shares Securities set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total number of Securities set fort...h opposite the names of all the non-defaulting Underwriters in Schedule I hereto) the Securities which such the defaulting Underwriter agreed but failed to purchase (the "Default Securities"); except that the non-defaulting Underwriters shall not be obligated to purchase any of the Securities if the total number of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) exceeds 10% of the total number of shares to be purchased by all Underwriters on such Closing Date, the other Underwriters Firm Securities, and any non-defaulting Underwriter shall not be obligated severally, in proportion to their respective commitments hereunder, to purchase more than 110% of the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect Securities set forth opposite its name in Schedule I attached hereto purchasable by it pursuant to which such default or defaults occur is more than ten percent (10%) the terms of Section 3 hereof. If the total number of shares to be purchased by all Underwriters on such Closing Date foregoing maximums are exceeded, (i) the non-defaulting Underwriters, and arrangements any other underwriters satisfactory to the Representatives and who so agree, shall have the Company for right, but shall not be obligated, to purchase (in such proportions as may be agreed upon among them) all the Default Securities on the terms contained herein. If the non-defaulting Underwriters or the other underwriters satisfactory to the Representatives do not elect to purchase of such shares by other persons are not made within forty-eight (48) hours after such default, the Default Securities, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be terminate without liability on the part of any non-defaulting Underwriter or the Company, Company except that for the representations, warranties, covenants, indemnities, agreements payment of expenses to be borne by the Company and other statements set forth the Underwriters as provided in Section 2, 5 hereof and the obligations indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 hereof. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the other underwriters satisfactory to the Representatives are obligated or agree to purchase the Securities of a defaulting Underwriter, either the Representatives or the Company may postpone the First Closing Date for up to five full Business Days in order to effect any changes that may be necessary in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus or in any other document or agreement, and to file promptly any amendments or any supplements to the Registration Statement or the Time of Sale Disclosure Package or the Prospectus which in the Representatives' opinion may thereby be made necessary. The term "Underwriter" as used in this Agreement shall include any party substituted under this Section 8 with like effect as if it had originally been a party to this Agreement with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect. Securities.
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Substitution of Underwriters. If any Underwriter
or Underwriters shall default in its
or their obligations obligation to purchase
shares of Stock the Bonds which it has agreed to purchase hereunder
on any Closing Date and the aggregate
number principal amount of
shares such Bonds which such defaulting Underwriter
or Underwriters agreed but failed to purchase does not exceed
ten percent (10%) 10% of the total
number principal amount of
shares Bonds, the non-defaulting Underwriters may make arrangements satisfactory to
be purc...hased the Company for the purchase of the aggregate principal amount of such Bonds by all Underwriters on other persons, including any of the non-defaulting Underwriters, but if no such arrangements are made by the Closing Date, the other non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares which Bonds that such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. purchase. If any Underwriter or Underwriters shall so default and the aggregate number principal amount of shares Bonds with respect to which such default or defaults occur is more than ten percent (10%) exceeds 10% of the total number principal amount of shares to be purchased by all Underwriters on such Closing Date Bonds and arrangements satisfactory to the Representatives non-defaulting Underwriters and the Company for the purchase of such shares Bonds by other persons are not made within forty-eight (48) 36 hours after such default, this Agreement shall agreement will terminate. If the remaining non-defaulting Underwriter or Underwriters or substituted Underwriters underwriter or underwriters are required hereby or agree to take up all or part of the shares Bonds of Stock of a the defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, 8, (i) the Company shall have the right to postpone such the Closing Date for a period of not more than five (5) full business days days, in order that the Company may effect whatever changes may thereby be 23 made necessary in the Registration Statement Statement, Pricing Disclosure Package or the Prospectus, Prospectus or in any other documents or arrangements, and the Company agrees to promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers aggregate principal amount of shares to be purchased by Bonds which the remaining non-defaulting Underwriters or substituted Underwriters purchaser or purchasers shall thereafter be obligated to purchase shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other non-defaulting Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 8 shall be without liability on the part of any the non-defaulting Underwriter Underwriters or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth than as provided in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect. 10.
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Substitution of Underwriters. If any Underwriter
or Underwriters shall default in its
or their obligations obligation to purchase
shares of Stock the Bonds which it has agreed to purchase hereunder
on any Closing Date and the aggregate
number principal amount of
shares such Bonds which such defaulting Underwriter
or Underwriters agreed but failed to purchase does not exceed
ten percent (10%) 10% of the total
number principal amount of
shares Bonds, the non-defaulting Underwriters may make arrangements satisfactory to
be purc...hased the Company for the purchase of the aggregate principal amount of such Bonds by all Underwriters on other persons, including any of the non-defaulting Underwriters, but if no such arrangements are made by the Closing Date, the other non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares which Bonds that such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. purchase. If any 22 Underwriter or Underwriters shall so default and the aggregate number principal amount of shares Bonds with respect to which such default or defaults occur is more than ten percent (10%) exceeds 10% of the total number principal amount of shares to be purchased by all Underwriters on such Closing Date Bonds and arrangements satisfactory to the Representatives non-defaulting Underwriters and the Company for the purchase of such shares Bonds by other persons are not made within forty-eight (48) 36 hours after such default, this Agreement shall will terminate. If the remaining non-defaulting Underwriter or Underwriters or substituted Underwriters underwriter or underwriters are required hereby or agree to take up all or part of the shares Bonds of Stock of a the defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, 8, (i) the Company shall have the right to postpone such the Closing Date for a period of not more than five (5) full business days days, in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement Statement, Pricing Disclosure Package or the Prospectus, Prospectus or in any other documents or arrangements, and the Company agrees to promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers aggregate principal amount of shares to be purchased by Bonds which the remaining non-defaulting Underwriters or substituted Underwriters purchaser or purchasers shall thereafter be obligated to purchase shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other non-defaulting Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 8 shall be without liability on the part of any the non-defaulting Underwriter Underwriters or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth than as provided in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect. 10.
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Substitution of Underwriters. If any Underwriter
or Underwriters shall default in its
or their obligations obligation to purchase
shares of Stock the Bonds which it has agreed to purchase hereunder
on any Closing Date and the aggregate
number principal amount of
shares such Bonds which such defaulting Underwriter
or Underwriters agreed but failed to purchase does not exceed
ten percent (10%) 10% of the total
number principal amount of
shares Bonds, the non-defaulting Underwriters may make arrangements satisfactory to
be purc...hased the Company for the purchase of the aggregate principal amount of such Bonds by all Underwriters on other persons, including any of the non-defaulting Underwriters, but if no such arrangements are made by the Closing Date, the other non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares which Bonds that such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. purchase. If any Underwriter or Underwriters shall so default and the aggregate number principal amount of shares Bonds with respect to which such default or defaults occur is more than ten percent (10%) exceeds 10% of the total number principal amount of shares to be purchased by all Underwriters on such Closing Date Bonds and arrangements satisfactory to the Representatives non-defaulting Underwriters and the Company for the purchase of such shares Bonds by other persons are not made within forty-eight (48) 36 hours after such default, this Agreement shall agreement will terminate. 23 If the remaining non-defaulting Underwriter or Underwriters or substituted Underwriters underwriter or underwriters are required hereby or agree to take up all or part of the shares Bonds of Stock of a the defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, 8, (i) the Company shall have the right to postpone such the Closing Date for a period of not more than five (5) full business days days, in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement Statement, Pricing Disclosure Package or the Prospectus, Prospectus or in any other documents or arrangements, and the Company agrees to promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers aggregate principal amount of shares to be purchased by Bonds which the remaining non-defaulting Underwriters or substituted Underwriters purchaser or purchasers shall thereafter be obligated to purchase shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other non-defaulting Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 8 shall be without liability on the part of any the non-defaulting Underwriter Underwriters or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth than as provided in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect. 10.
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