A subscription agreement is a contract between a group of investment bankers forming a subscription group or consortium and the company issuing a new issue of securities. The subscription agreement contains the details of the transaction, including the commitment of the underwriting group to purchase the new issue of securities, the agreed price, the initial resale price and the settlement date. There are different types of underwriting agreements: the company commitment agreement, the best efforts agreement, the mini maxi, the all-or-goalless agreement and the standby agreement. The purpose of the underwriting agreement is to ensure that all actors understand their responsibilities in this process and thus minimize potential conflicts. The subscription agreement is also called a subscription contract. A mini-maxi is a kind of Best Efforts underwriting that only takes effect when a minimal amount of titles is sold. Once the minimum is reached, the underwriter can sell the securities within the limit set in the terms of the offer. All funds raised by investors are held in trust until the completion of the underwriting. If the minimum quantity of securities indicated in the offer is not reached, the offer is cancelled and the investors` funds are returned to them.
A Best Efforts underwriting agreement is primarily used for the sale of high-risk securities. As part of a Firm Commitment Underwriting, the underwriter guarantees the acquisition of all securities offered for sale by the issuer, that it can sell them to investors. This is the most desirable deal because it guarantees all the issuer`s money immediately. The more the offer is requested, the more likely it is to be made on a fixed commitment basis. In a firm commitment, the songwriter puts his own money at risk if he cannot sell the securities to investors. The subscription agreement can be considered as a contract between an entity issuing a new issue of securities and the subscription group that agrees to buy and resell the issue at a profit. The subscription of a fixed-commitment securities offer exposes the songwriter to a significant risk. Therefore, sub-authors often insist that a contract-out clause be included in the subscription agreement. This clause exempts the songwriter from his obligation to purchase all titles in the event of development detrimental to the quality of the titles.. . . .