ISSUED OR GUARANTEED BY THE COMPANY SHALL
HAVE BEEN SUSPENDED ON ANY EXCHANGE OR IN ANY OVER-THE-COUNTER MARKET; (III) A
GENERAL MORATORIUM ON COMMERCIAL BANKING ACTIVITIES SHALL HAVE BEEN DECLARED BY
FEDERAL OR NEW YORK STATE AUTHORITIES; OR (IV) THERE SHALL HAVE OCCURRED ANY
OUTBREAK OR ESCALATION OF HOSTILITIES OR ANY CHANGE IN FINANCIAL MARKETS OR ANY
CALAMITY OR CRISIS, EITHER WITHIN OR OUTSIDE THE UNITED STATES, THAT, IN THE
JUDGMENT OF THE REPRESENTATIVE, IS MATERIAL AND ADVERSE AND MAKES IT
IMPRACTICABLE OR INADVISABLE TO PROCEED WITH THE OFFERING, SALE OR DELIVERY, OF
THE SECURITIES ON THE TERMS AND IN THE MANNER CONTEMPLATED BY THIS AGREEMENT,
THE TIME OF SALE INFORMATION AND THE OFFERING MEMORANDUM.
If the sale to the Initial Purchasers of the Securities, as contemplated by this
Agreement, is not consummated by the Initial Purchasers for any reason permitted
under this Agreement or if such sale is not carried out because the Company
shall be unable to comply with any of the terms of this Agreement, the Company
shall not be under any obligation or liability under this Agreement (except to
the extent provided by Sections 7 and 10 hereof), and the Initial Purchasers
shall be under no obligation or liability to the Company under this Agreement
(except to the extent provided in Section 7 hereof).
9.
DEFAULTING INITIAL PURCHASER.
(A)
IF,
ON THE CLOSING DATE, ANY INITIAL PURCHASER DEFAULTS ON ITS OBLIGATION TO
PURCHASE THE SECURITIES THAT IT HAS AGREED TO PURCHASE HEREUNDER, THE
NON-DEFAULTING INITIAL PURCHASERS MAY IN THEIR DISCRETION ARRANGE FOR THE
PURCHASE OF SUCH SECURITIES BY OTHER PERSONS SATISFACTORY TO THE COMPANY ON THE
TERMS CONTAINED IN THIS
19
AGREEMENT.
IF, WITHIN 36 HOURS AFTER ANY SUCH DEFAULT BY ANY INITIAL PURCHASER,
THE NON-DEFAULTING INITIAL PURCHASERS DO NOT ARRANGE FOR THE PURCHASE OF SUCH
SECURITIES, THEN THE COMPANY SHALL BE ENTITLED TO A FURTHER PERIOD OF 36 HOURS
WITHIN WHICH TO PROCURE OTHER PERSONS SATISFACTORY TO THE NON-DEFAULTING INITIAL
PURCHASERS TO PURCHASE SUCH SECURITIES ON SUCH TERMS.
IF OTHER PERSONS BECOME
OBLIGATED OR AGREE TO PURCHASE THE SECURITIES OF A DEFAULTING INITIAL PURCHASER,
EITHER THE NON-DEFAULTING INITIAL PURCHASERS OR THE COMPANY MAY POSTPONE THE
CLOSING DATE FOR UP TO FIVE FULL BUSINESS DAYS IN ORDER TO EFFECT ANY CHANGES
THAT IN THE OPINION OF COUNSEL FOR THE COMPANY OR COUNSEL FOR THE INITIAL
PURCHASERS MAY BE NECESSARY IN THE TIME OF SALE INFORMATION, THE OFFERING
MEMORANDUM OR IN ANY OTHER DOCUMENT OR ARRANGEMENT, AND THE COMPANY AGREES TO
PROMPTLY PREPARE ANY AMENDMENT OR SUPPLEMENT TO THE TIME OF SALE INFORMATION OR
THE OFFERING MEMORANDUM THAT EFFECTS ANY SUCH CHANGES.
AS USED IN THIS
AGREEMENT, THE TERM "INITIAL PURCHASER" INCLUDES, FOR ALL PURPOSES OF THIS
AGREEMENT UNLESS THE CONTEXT OTHERWISE REQUIRES, ANY PERSON NOT LISTED IN
SCHEDULE I HERETO THAT, PURSUANT TO THIS SECTION 9, PURCHASES SECURITIES THAT A
DEFAULTING INITIAL PURCHASER AGREED BUT FAILED TO PURCHASE.
(B)
IF, AFTER GIVING EFFECT TO ANY ARRANGEMENTS
FOR THE PURCHASE OF THE SECURITIES OF A DEFAULTING