Substitution of Underwriters Clause Example from Business Contracts

Substitution of Underwriters. If one of the Underwriters shall fail or refuse at the First Delivery Date to purchase any of the Shares which it has agreed to purchase hereunder, and the aggregate principal amount of Shares which such defaulting Underwriter agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of Shares, the other Underwriter shall be obligated to purchase the Shares which such defaulting Underwriter agreed but failed or refused to purchase, in the proportions w...hich the number of Shares which they have respectively agreed to purchase pursuant to Section 2 hereof bears to the aggregate number of Shares which such non-defaulting Underwriter has so agreed to purchase, or in such other proportions as such non-defaulting Underwriter may specify; provided that in no event shall the maximum number of Shares which any Underwriter has become obligated to purchase pursuant to Section 2 hereof be increased pursuant to this Section 10 by more than one-ninth of the number of Shares agreed to be purchased by such Underwriter without the prior written consent of such Underwriter. If any Underwriter shall fail or refuse at the First Delivery Date to purchase any Shares and the aggregate number of Shares which such defaulting Underwriter agreed but failed or refused to purchase exceeds one-tenth of the aggregate principal amount of the Shares and arrangements satisfactory to the non-defaulting Underwriter and the Company for the purchase of such Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of the non-defaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. In any such case either the Underwriters or the Company shall have the right to postpone the First Delivery Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken pursuant to this Section 10 shall not relieve the defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. View More