Substitution of Underwriters Clause Example with 350 Variations from Business Contracts

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock Securities hereunder on the Closing Date or any Option Closing Date and the aggregate number of shares Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares Securities to be purchased by all Underwriters on such Closing Date or Option Closing Date, the other Underwriters shall be obligated sev...erally, in proportion to their respective commitments hereunder, to purchase the shares Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date or Option Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares Securities with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares Securities to be purchased by all Underwriters on such Closing Date or Option Closing Date and arrangements reasonably satisfactory to the Representatives remaining Underwriters and the Company for the purchase of such shares Securities (or reduction of the number of such Securities to be sold hereunder and pursuant to the Registration Statement and the Final Prospectus, as applicable) by other persons are not made within forty-eight (48) hours after such default, default (a "Greater than 10% 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 Securities of a defaulting Underwriter or Underwriters on such Closing Date or Option Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date or Option 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 Final 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 Final Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares 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 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 Underwriters or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, Sections 2 and 3, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 Section 5, and the provisions of Section 5(h) and Section 7 and Sections 11 9 through 21, 17, inclusive, shall not terminate and shall remain in full force and effect. 29 11. Notices. Except as otherwise provided herein, all communications hereunder shall be in writing and, if to the Representative, shall be mailed, delivered or emailed to A.G.P./Alliance Global Partner, 590 Madison Avenue, 36th Floor, New York, New York 10022, email address: db@allianceg.com, Attention: David Bocchi, Head of Investment Banking; and if to the Company, shall be mailed, delivered or emailed to it at 28 Engelhard Drive, Suite B, Monroe Township, NJ 08831, email address: jwlesqr@gmail.com, Attention: John Lawrence, General Counsel and Secretary; 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. View More

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 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 Dates 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 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, 22, inclusive, shall not terminate and shall remain in full force and effect. 31 11.Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter's responsibility to the Company is solely contractual in nature, the Representatives have been retained solely to act as underwriters in connection with the sale of the Stock and no fiduciary, advisory or agency relationship between the Company and the Representatives have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives has advised or is advising the Company on other matters; (b) the price of the Stock set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company. View More

Substitution of Underwriters. (a) If any either 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, obligat...ion to purchase the shares Shares which such defaulting it has agreed to purchase hereunder, the other Underwriter may in its discretion arrange for another Underwriter or Underwriters agreed but failed another party or other parties to purchase such Shares on such Closing Date. the terms contained herein. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect to which within thirty‐six hours after such default or defaults occur is more than ten percent (10%) of by an Underwriter the total number of shares to be purchased by all Underwriters on such Closing Date and arrangements satisfactory to the Representatives and the Company other Underwriter does not arrange for the purchase of such shares by other persons are not made Shares, then the Company shall be entitled to a further period of thirty‐six hours within forty-eight (48) hours after which to procure another party or parties reasonably satisfactory to the non-defaulting Underwriter to purchase such default, this Agreement shall terminate. If Shares on such terms. In the remaining Underwriters event that, within the respective prescribed periods, the non-defaulting Underwriter notifies the Company that it has so arranged for the purchase of such Shares, or substituted Underwriters are required hereby or agree to take up all or part the Company notifies the non-defaulting Underwriter that it has so arranged for the purchase of such Shares, the shares of Stock of a defaulting non-defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (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 seven days, in order that the Company may to 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 promptly any amendments to the Registration Statement or supplements to the Prospectus which in the opinion of the Representatives may thereby be made necessary, necessary. The term "Underwriter" as used in this Agreement shall include any persons substituted 30 under this Section 9 with like effect as if such person had originally been a party to this Agreement with respect to such Shares. (b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter made by the non-defaulting Underwriter and (ii) the respective numbers Company as provided in subsection (a) above, the aggregate number of shares Shares that remains unpurchased does not exceed one-eleventh of the total Shares to be purchased sold on the Closing Date, then the Company shall have the right to require the non‐defaulting Underwriter to purchase the Shares which such Underwriter agreed to purchase hereunder plus such Underwriter's pro rata share (based on the number of Shares that such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but 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 Shares of a defaulting Underwriter made by the remaining Underwriters non-defaulting Underwriter and the Company as provided in subsection (a) above, the aggregate number of Shares that remains unpurchased exceeds one-eleventh of the total Shares to be sold on the Closing Date, or substituted Underwriters if the Company shall be taken as not exercise the basis right described in subsection (b) above to require the non‐defaulting Underwriter to purchase the Shares of their underwriting obligation for all purposes of the defaulting Underwriter, then this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability Agreement (or, with respect to the Option Closing Date, the obligations of the Underwriters to purchase and of the Company or to sell the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 Option Shares) shall be thereupon terminate, without liability on the part of any non-defaulting non‐defaulting Underwriter or the Company, Company except that for 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 borne by the Company and the provisions of Underwriters as provided in Section 11 hereof and the indemnity and contribution agreements in Section 7 and Sections 11 through 21, inclusive, hereof; but nothing herein shall not terminate and shall remain in full force and effect. relieve a defaulting Underwriter from liability for its default. View More

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 Closing Date the Shares and the aggregate number of shares which such defaulting Underwriter or Underwriters Warrants agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares to be purchased by all Underwriters hereunder, the Representative shall have the right, within 36 hours thereafter, to make arrangements for one or mor...e of the non-defaulting Underwriters, or any other underwriters, to purchase such Shares and Warrants on the terms contained herein. If, however, the Representative shall not have completed such Closing Date, arrangements within such 36-hour period, then the other Underwriters 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 Underwriters to purchase such Shares and the Company Warrants 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 and Warrants of a defaulting Underwriter or Underwriters by the Representative and the Company as provided above, the aggregate number of Shares and Warrants which remains unpurchased on the Closing Date does not exceed one-eleventh of the aggregate number of all the Shares and Warrants 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 Shares and Warrants 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 and Warrants which such Underwriter agreed to purchase hereunder) of the Shares and Warrants 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 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. 26 If, after giving effect to any arrangements for the purchase of the Shares and (ii) Warrants of a defaulting Underwriter or Underwriters by the respective numbers Representative and the Company as provided above, the aggregate number of shares such Shares and Warrants which remains unpurchased exceeds 10% of the aggregate number of all the Shares and Warrants to be purchased by the remaining Underwriters or substituted Underwriters at such date, then this Agreement, 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 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 Shares. View More

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations obligation to purchase shares of Stock the Notes which it has agreed to purchase hereunder on any Closing Date and the aggregate number principal amount of shares such Notes 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 Notes, the non-defaulting Underwriters may make arrangements satisfactory to be purc...hased the Company for the purchase of the aggregate principal amount of such Notes 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 20 commitments hereunder, to purchase the shares which Notes 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 Notes 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 Notes and arrangements satisfactory to the Representatives non-defaulting Underwriters and the Company for the purchase of such shares Notes 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 Notes 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 Notes 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. View More

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase the shares of Stock hereunder on any Closing Date 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 purch...ase 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 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 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 Dates 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. 29 11. ABSENCE OF FIDUCIARY RELATIONSHIP. The Company acknowledges and agrees that: (a) each Underwriter's responsibility to the Company is solely contractual in nature, the Representatives have been retained solely to act as underwriters in connection with the sale of the Stock and no fiduciary, advisory or agency relationship between the Company and the Representatives have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives has advised or is advising the Company on other matters; (b) the price of the Stock set forth in this Agreement was established by the Company following discussions and arm's-length negotiations with the Representatives, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company. View More

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations obligation to purchase shares of Stock the Notes which it has agreed to purchase hereunder on any Closing Date and the aggregate number principal amount of shares such Notes 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 Notes, the non-defaulting Underwriters may make arrangements satisfactory to be purc...hased the Company for the purchase of the aggregate principal amount of such Notes 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 Notes 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 Notes 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 Notes and arrangements satisfactory to the Representatives non-defaulting Underwriters and the Company for the purchase of such shares Notes 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 Notes 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 20 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 Notes 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. View More

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations obligation to purchase shares of Stock the Notes which it has agreed to purchase hereunder on any Closing Date and the aggregate number principal amount of shares such Notes 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 Notes, the non-defaulting Underwriters may make arrangements satisfactory to be purc...hased the Company for the purchase of the aggregate principal amount of such Notes 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 Notes that such defaulting Underwriter or Underwriters 19 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 Notes 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 Notes and arrangements satisfactory to the Representatives non-defaulting Underwriters and the Company for the purchase of such shares Notes 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 Notes 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 Notes 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. View More

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 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 Date, as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date 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. 32 11. ABSENCE OF FIDUCIARY RELATIONSHIP. The Company acknowledges and agrees that: (a) each Underwriter's responsibility to the Company is solely contractual in nature, the Representatives have been retained solely to act as underwriters in connection with the sale of the Stock and no fiduciary, advisory or agency relationship between the Company and the Representatives have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Representatives has advised or is advising the Company on other matters; (b) the price of the Stock set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company. View More

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. 30 11. Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each Underwriter's responsibility to the Company is solely contractual in nature, the Representatives have been retained solely to act as underwriter in connection with the sale of the Stock and no fiduciary, advisory or agency relationship between the Company and the Representatives have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Representatives have advised or are advising the Company on other matters; (b) the price of the Stock set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representatives have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company. View More