Underwriting Agreement

A mini-maxi-agreement is a kind of best effort that only takes effect when a minimum amount of securities is sold. Once the minimum is reached, the insurer can sell the securities up to the ceiling set under the terms of the offer. All funds recovered by investors are held in trust until the transaction closes. If the minimum amount of securities indicated in the offer cannot be reached, the offer is cancelled and the investors` funds are returned to it. As a general rule, the Board of Insurers insists that few or no changes to the compensation and termination sections are made from the language in the form of the representative insurer`s insurance contract. Insurers want as much flexibility as possible to terminate the transaction in the event of termination and as much protection as possible in the event of a dispute. Apart from negotiating the definitions of MAE or MAC described above, which would therefore limit the scope of the termination clause in the insurance agreement and the situations likely to result in compensation, the issuer and its counsel should probably not convince insurers to make substantial changes to these sections, thus setting a closer precedent in the public market. Regardless of the issuer`s inability to materially alter the formality section, the issuer and its counsel should insist that the compensation that the insurers have awarded to the issuer, as described above, use the same language of protection as the compensation awarded by the issuer to insurers. In the insurance agreement, documents that must be notified to insurers are listed as a condition for the conclusion of the offer. The results include legal advice that must be provided by each party`s legal advisors, officer and secretary certificates, good quality certificates and a consolation letter from the issuer`s independent auditor.

Both lawyers should also provide insurers with negative insurance letters confirming that no significant false testimony or omission was included in the prospectus. This letter allows both parties to establish a due diligence defence against allegations that missing or improperly settled material information have misled investors. The amending letter sent by the issuer`s legal auditor of accounts provides certain assurances as to the independence of the auditors, the closing of an audit of the annual accounts, the closing of a control of the interim financial statements, and the compliance of the issuer`s financial statements with the United States.