Common use of Underwriting Obligations Clause in Contracts

Underwriting Obligations. The obligation of the Underwriters to purchase the Shares at the Closing Time shall be several and not joint and several and shall be limited to the aggregate number of Firm Shares and to the extent the Over-allotment Option is exercised, the Optional Shares set out opposite the name of each of the Underwriters set out in Schedule I. In the event that any Underwriter shall fail to purchase its applicable number of Shares (the "Defaulted Securities") at the Closing Time, the Lead Manager shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such numbers as may be agreed upon and upon the terms herein set forth; if, however, the Underwriters shall not have completed such arrangements within such 24-hour period, then: (a) if the number of Defaulted Securities does not exceed 10% of the number of Shares to be purchased hereunder, the non-defaulting Underwriters shall be obligated, each severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligation of all non-defaulting Underwriters, or (b) if the number of Defaulted Securities exceeds 10% of the number of Shares to be purchased on such date, this agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 11 shall relieve any defaulting Underwriter from liability in respect of its default to the Company or to any non-defaulting Underwriter. In the event of any such default which does not result in a termination of this agreement either the Underwriters or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Canadian Prospectus, the U.S. Prospectus or in any other documents or arrangements. As used herein, the term "Underwriter" includes any person substituted for an Underwriter under this Section 11.

Underwriting Obligations. 6.1 The obligation Underwriter’s obligations under this Clause shall terminate if, (1) Provisional Allotment Letters in respect of all the Underwritten Shares (including any Rights Shares falling within the provisions of Clause 5.2) have been lodged for acceptance (whether by the persons to whom the Underwritten Shares were provisionally allotted or by renounces of the Underwriters right to purchase accept allotment) in accordance with the terms of the Prospectus Documents, together with cheques or bankers’ cashier orders or other remittances for the full amount payable thereunder which are honoured on first presentation (the Underwritten Shares at the Closing Time comprised in Provisional Allotment Letters which are so lodged together with such remittances are herein referred to as having been “accepted” and cognate expressions shall be several construed accordingly) before the Latest Time for Acceptance; or (2) all Unsubscribed Rights Shares and not joint and several and shall be limited the NQS Unsold Rights Shares have been successfully placed by the Placing Agent pursuant to the aggregate number of Firm Shares and to Placing Agreement before the extent the Over-allotment Option is exercised, the Optional Shares set out opposite the name of each of the Underwriters set out in Schedule I. In the event that any Underwriter shall fail to purchase its applicable number of Shares (the "Defaulted Securities") at the Closing Latest Placing Time, the Lead Manager shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such numbers as may be agreed upon and upon the terms herein set forth; if. 6.2 If, however, by the Underwriters Latest Time for Acceptance any of the Underwritten Shares have not been taken up and by the Latest Placing Time any of the Unsubscribed Rights Shares and the NQS Unsold Rights Shares have not been placed pursuant to the Placing Agreement (“Untaken Shares”), the Company shall not have completed such arrangements within such 24-hour periodas soon as practicable thereafter and in any event before the first Business Day after the Latest Placing Time, then: (a) if notify or procure the number Registrar on behalf of Defaulted Securities does not exceed 10% the Company to notify the Underwriter in writing of the number of Untaken Shares, and the Underwriter shall subscribe on the terms of the Prospectus Documents (so far as the same are applicable) for such Untaken Shares to be purchased hereunderby 4:00 p.m. on the Settlement Date. 6.3 The Underwriter shall, not later than 4:00 p.m. on the non-defaulting Underwriters shall be obligated, each severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear Settlement Date pay to the underwriting obligation Company by way of all non-defaulting Underwriters, or (b) if banker’s draft or cashier’s order drawn on a bank in Hong Kong or such other way as agreed between the number of Defaulted Securities exceeds 10% Company and the Underwriter of the number of Shares to be purchased on such date, this agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 11 shall relieve any defaulting Underwriter from liability aggregate Subscription Price in respect of its default the Underwritten Shares for which it is obliged to subscribe in accordance with this Clause. The Company shall, as soon as practicable, arrange for delivery to the Company Underwriter or its nominee of share certificates in respect of the fully paid Underwritten Shares for which the Underwriter has subscribed in such names and in such denominations as the Underwriter may reasonably require at the same time as share certificates are despatched generally to any non-defaulting Underwriter. In persons who have accepted the event Rights Shares or, where the Underwriter has designated an investor participant or CCASS participant stock account for deposit of any such all or part of the Rights Shares. 6.4 If the Underwriter shall default which does not result in a termination of complying with its obligations under this agreement either the Underwriters or Clause 6, the Company shall have be entitled (and is hereby irrevocably authorised) to treat this Agreement as an application by the right Underwriter for all the Untaken Shares as referred to postpone in Clause 6.2 on the Closing Time for a period not exceeding seven days in order terms of the Prospectus Documents, (so far as the same are applicable) and to effect any required changes allot and issue the same to the Underwriter and register the same in the Registration Statement, name of the Canadian Prospectus, Underwriter and payment therefor at the U.S. Prospectus or in any other documents or arrangements. As used herein, aggregate Subscription Price shall be made by the term "Underwriter" includes any person substituted for an Underwriter under this Section 11on the Settlement Date.

Underwriting Obligations. 5.1 The obligation Company shall immediately after the Latest Lodging Date but in any event before the Record Date make such enquiry regarding the legal restrictions, if any, under the laws of the Underwriters to purchase relevant place and the Shares at requirements of the Closing Time shall be several and not joint and several and shall be limited relevant regulatory body or stock exchange in the place where the Overseas Shareholders reside. 5.2 Subject to the aggregate number provisions of Firm Shares and to the extent the Over-allotment Option is exercisedthis Agreement, the Optional Underwriter’s obligations under this Agreement shall terminate if, before the Latest Time for Acceptance, all the Rights Shares set out opposite have been taken up in accordance with the name of each terms of the Underwriters set out in Schedule I. In the event that any Underwriter shall fail to purchase its applicable number of Shares (the "Defaulted Securities") at the Closing Time, the Lead Manager shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such numbers as may be agreed upon and upon the terms herein set forth; ifProspectus Documents. 5.3 If, however, by the Underwriters Latest Time for Acceptance any of the Underwritten Shares have not been taken up, the Company shall not have completed such arrangements within such 24-hour period, then: (a) if as soon as practicable thereafter and in any event before 4:00 p.m. on the number next business day following the Latest Time for Acceptance notify or procure the Registrar on behalf of Defaulted Securities does not exceed 10% the Company to notify the Underwriter in writing of the number of Unsubscribed Rights Shares, and the Company shall, pursuant to the Placing Agreement, procure the Placing Agent, on a best effort basis, to procure subscription on the terms of the Prospectus Documents (so far as the same are applicable) for the Unsubscribed Rights Shares pursuant to the Unsubscribed Arrangements. 5.4 The Company shall use all reasonable endeavours to procure that the requirement under Rules 7.21(1)(b) and 7.21(2) of the Listing Rules be purchased hereunderfulfilled, including but not limited to the entering into of the Placing Agreement. If, by the Placing End Date any of the Unsubscribed Rights Shares have not been taken up, the non-defaulting Underwriters Company shall be obligated, each severally as soon as practicable thereafter and not jointly, in any event before 4:00 p.m. on the next business day following the Placing End Date notify or procure the Registrar on behalf of the Company to purchase notify the full amount thereof Underwriter in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligation of all non-defaulting Underwriters, or (b) if the number of Defaulted Securities exceeds 10% writing of the number of Untaken Rights Shares, and the Untaken Rights Shares will be fully taken up by the Underwriter on the terms of the Prospectus Documents. 5.5 Each of the Underwriter and the Company agrees that the aggregate Subscription Price required to be purchased on such datepaid by the Underwriter under the Rights Issue and under its underwriting obligation of this Agreement will be settled by way of cash. 5.6 Subject to Clauses 5.4 and 5.5, this agreement shall terminate without liability the Underwriter shall, not later than 4:00 p.m. on the part Settlement Date, pay or procure payment to the Company by way of any non-defaulting Underwriter. No action taken pursuant to this Section 11 shall relieve any defaulting Underwriter from liability banker’s draft or cashier’s order drawn on a licensed bank in Hong Kong or by way of bank transfer of the aggregate Subscription Price in respect of its default to the Untaken Rights Shares. 5.7 As soon as reasonably practicable following receipt by the Company or of payment referred to any non-defaulting Underwriter. In the event of any such default which does not result in a termination of this agreement either the Underwriters or Clause 5.6, the Company shall arrange for delivery to the Underwriter of share certificates in respect of the fully paid Untaken Rights Shares for which the Underwriter has subscribed in such names and in such denominations as the Underwriter may reasonably require at the same time as share certificates are dispatched generally to persons who have applied for the right Rights Shares or, where the Underwriter has designated an investor participant or CCASS participant stock account for deposit of all or part of the Rights Shares, evidence to postpone the Closing Time for a period not exceeding seven days in order satisfaction of the Underwriter that such documents and instructions required to effect any required changes in the Registration Statementcrediting of such Rights Shares have been signed or given, as the Canadian Prospectus, the U.S. Prospectus or in any other documents or arrangements. As used herein, the term "Underwriter" includes any person substituted for an Underwriter under this Section 11case may be.

Underwriting Obligations. 6.1 The obligation Underwriters obligations under this Clause shall terminate if, before the Latest Time for Acceptance: Provisional Allotment Letters in respect of all the Underwritten Shares (including any Rights Shares falling within the provisions of Clause 5.2) have been lodged for acceptance (whether by the persons to whom the Underwritten Shares were provisionally allotted or by renounces of the Underwriters right to purchase accept allotment) in accordance with the Shares terms of the Prospectus Documents, together with cheques or bankers’ cashier orders or other remittances for the full amount payable thereunder which are honoured on first or, at the Closing Time discretion of the Underwriters, subsequent presentation (the Underwritten Shares comprised in Provisional Allotment Letters which are so lodged together with such remittances are herein referred to as having been “accepted” and cognate expressions shall be several and not joint and several and shall be limited to the aggregate number of Firm Shares and to the extent the Over-allotment Option is exercised, the Optional Shares set out opposite the name of each of the Underwriters set out in Schedule I. In the event that any Underwriter shall fail to purchase its applicable number of Shares (the "Defaulted Securities") at the Closing Time, the Lead Manager shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such numbers as may be agreed upon and upon the terms herein set forth; ifconstrued accordingly). 6.3 If, however, by the Latest Time for Acceptance any of the Underwritten Shares have not been taken up, the Company shall as soon as practicable thereafter and in any event before 5:00 p.m. on the first business day after the Latest Time for Acceptance notify or procure the Registrars on behalf of the Company to notify the Underwriters shall not have completed such arrangements within such 24-hour period, then: (a) if the number of Defaulted Securities does not exceed 10% in writing of the number of Underwritten Shares to be purchased hereundernot taken up, and the non-defaulting Underwriters shall be obligatedsubscribe or procure subscription on the terms of the Prospectus Documents (so far as the same are applicable) for such Underwritten Shares not taken up by 4:00 p.m. on the second business day after the Latest Time for Acceptance at the Allocation Ratio. 6.4 Subject to the receipt of the written notification as referred to in Clause 6.3, each severally and Underwriter shall, not jointly, to purchase later than 12 noon on the full amount thereof in next business day after the proportions that their respective underwriting obligations hereunder bear Settlement Date pay or procure payment to the underwriting obligation Company by way of all non-defaulting Underwriters, or (b) if banker’s draft or cashier’s order drawn on a bank in Hong Kong or such other way as agreed between the number of Defaulted Securities exceeds 10% Company and such Underwriter of the number of Shares to be purchased on such date, this agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 11 shall relieve any defaulting Underwriter from liability aggregate Subscription Price in respect of the Underwritten Shares for which it is obliged to subscribe or procure subscription in accordance with this Clause at the Allocation Ratio, less any amounts payable to such Underwriter pursuant to Clause 8.1. The Company shall arrange for delivery to each Underwriter or its default nominee of share certificates in respect of the fully paid Underwritten Shares for which such Underwriter has subscribed or procured subscription in such names and in such denominations as such Underwriter may reasonably require at the same time as share certificates are despatched generally to persons who have accepted Rights Shares or, where such Underwriter has designated an investor participant or CCASS participant stock account for deposit of all or part of the Rights Shares, evidence to the Company satisfaction of such Underwriter that such documents and instructions required to effect the crediting of such Rights Shares have been signed or given, as the case may be, in each case, at or before the same time as share certificates are despatched generally to persons who have taken up the Rights Shares. 6.5 If any non-defaulting Underwriter. In the event of any such Underwriter shall default which does not result in a termination of this agreement either the Underwriters or complying with its obligations under Clause 6.4, the Company shall be entitled (and is hereby irrevocably authorised) to treat this Agreement as an application by such Underwriter for the Underwritten Shares at the Allocation Ratio which have not been taken up on the right terms of the Prospectus Documents (so far as the same are applicable) and to postpone allot and issue the Closing Time for a period not exceeding seven days in order same to effect any required changes such Underwriter and register the same in the Registration Statement, name of the Canadian Prospectus, Underwriter and payment therefor at the U.S. Prospectus aggregate Subscription Price less any amounts payable to such Underwriter for its account pursuant to Clause 8.1 shall be made by such Underwriter forthwith. The Company shall deliver to such Underwriter (or in any other documents or arrangements. As used herein, as it may direct) documentary evidence of entitlement to the term "Underwritten Shares reasonably satisfactory to such Underwriter" includes any person substituted for an Underwriter under this Section 11.

Underwriting Obligations. The obligation of the Underwriters to purchase the Shares at From and after the Closing Time shall be several and not joint and several and shall be limited to the aggregate number of Firm Shares and to the extent the Over-allotment Option is exercisedDate, the Optional Shares Administrator shall assume the obligations set out opposite the name of each of the Underwriters set out forth below in Schedule I. In the event that any Underwriter shall fail to purchase its applicable number of Shares (the "Defaulted Securities") at the Closing Time, the Lead Manager shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such numbers as may be agreed upon and upon the terms herein set forth; if, however, the Underwriters shall not have completed such arrangements within such 24-hour period, then:this Article IV. (a) if The Administrator may issue Administered Contracts after the number of Defaulted Securities does not exceed 10% Closing Date (“Post-Closing Administered Contracts”) in the name of the number applicable Company utilizing the same forms and the same offering documents in use for the Administered Contracts issued prior to the Closing Date, as such forms and offering documents may be amended from time to time; provided in each case that Post-Closing Administered Contracts may only be issued as required by and in accordance with the terms of Shares to be purchased hereunderin force Administered Contracts in effect as of the Closing Date. In addition, the nonAdministrator may issue Post-defaulting Underwriters shall be obligated, each severally and not jointly, to purchase the full amount thereof Closing Administered Contracts in the proportions that name of the applicable Company as required to replace or remediate Administered Contracts in force prior to the Closing Date in order to comply with Applicable Law. Notwithstanding the foregoing, if a Contractholder elects to convert or exchange a policy or certificate under its Administered Contract to another insurance policy or annuity contract as permitted by and in accordance with the terms of such Administered Contract, the Administrator will cooperate with the applicable Company as reasonably necessary to effectuate such exchange or conversion, and such other insurance policy or annuity contract shall not be administered under this Agreement. The Companies and their respective underwriting obligations hereunder bear Affiliates shall not undertake efforts designed to the underwriting obligation of target any or all non-defaulting UnderwritersContractholders to (i) convert or exchange a policy or certificate under its Administered Contract for or to another insurance policy or annuity contract that is not administered under this Agreement; or (ii) surrender or terminate its Administered Contract or to take withdrawals or loans from its Administered Contract, oreither in whole or in part. (b) if The Administrator may recommend to the number Companies amendments to the products, benefits, forms and offering documents in use for the Administered Contracts, including recommending the introduction, closing, combination or substitution of Defaulted Securities exceeds 10% investment options, including Funds, managed Separate Accounts and stable value options, and, at the direction of the number applicable Company, the agreement of Shares such Company not to be purchased unreasonably withheld, conditioned or delayed, may make such amendments, introductions, closings, combinations or substitutions on behalf of such dateCompany. Notwithstanding the foregoing, this agreement the applicable Company shall terminate without liability on not be required to consent to any such amendment, introduction, closing, combination or substitution if it would (i) increase the part cost of such Company or its Affiliates to support the Administered Contracts, increase the cost of such Company or its Affiliates under any Managed Account Agreement, Participation Agreement, Underwriting Agreement or Material Contract, or increase the cost of such Company or its Affiliates to perform the Retained Services unless, in each case, the Administrator shall have reimbursed such Company for all reasonably documented internal costs applied consistently and all reasonably incurred out-of-pocket costs; (ii) violate the terms of any nonManaged Account Agreement, Participation Agreement, Underwriting Agreement or Material Contract; or (iii) otherwise violate Applicable Law or cause such Company or its Affiliates to violate any of their fiduciary duties. (c) The Administrator shall assume responsibility for (i) the provision of all applications and other Contractholder materials to agents and Persons seeking to apply for Post-defaulting UnderwriterClosing Administered Contracts; (ii) all underwriting necessary or appropriate with respect to such applicants; (iii) the processing of underwriting-related transactions; and (iv) the issuance of Post-Closing Administered Contracts. No action taken pursuant However, except with respect to this Section 11 employees of the Administrator or its Affiliates, the Administrator shall relieve have no responsibility for the appointment of agents or registered representatives by or on behalf of the Companies or any defaulting Underwriter from liability in respect of its default their respective Affiliates, or for the licensure or registration of such agents or registered representatives under Applicable Law or the rules of any self-regulatory organization, including but not limited to the Financial Industry Regulatory Authority. (d) The Administrator shall notify the applicable Company of all revisions to the Administered Contracts that are required by changes in Applicable Law that occur following the date of this Agreement or that are actually known by the Administrator’s Chief Compliance Officer (or equivalent position) to have been required by Applicable Law in effect prior to the date of this Agreement and, at the direction of such Company, shall prepare and provide to Contractholders all such revisions to the Administered Contracts to be made by such Company. (e) To the extent (i) required by changes in Applicable Law that occur following the date of this Agreement, (ii) actually known by the Administrator’s Chief Compliance Office (or equivalent position) to be required by Applicable Law in effect prior to the date of this Agreement or (iii) required by the terms of the Administered Contracts in effect immediately prior to the date of this Agreement, the Administrator shall prepare conforming amendments to the Administered Contracts, and the Companies shall take all actions necessary to execute such amendments, provided only that such amendments have been prepared to the reasonable satisfaction of the applicable Company. (f) The Administrator shall be entitled, in its discretion, to exercise any non-defaulting Underwriterright of the Companies under the Administered Contracts to refuse additional premium payments. In The Administrator shall notify the event Companies of any such default which does not result in a termination of this agreement either the Underwriters or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Canadian Prospectus, the U.S. Prospectus or in any other documents or arrangements. As used herein, the term "Underwriter" includes any person substituted for an Underwriter under this Section 11event.

Underwriting Obligations. 6.1 The obligation Underwriter’s obligations under this Clause shall terminate if, before the Latest Time for Acceptance: (1) Provisional Allotment Letters in respect of all the Underwritten Shares (including any Rights Shares falling within the provisions of Clause 5.2) have been lodged for acceptance (whether by the persons to whom the Underwritten Shares were provisionally allotted or by renouncees of the Underwriters right to purchase accept allotment) in accordance with the Shares terms of the Prospectus Documents, together with cheques or bankers’ cashier orders or other remittances for the full amount payable thereunder which are honoured on first or, at the Closing Time discretion of the Company after consultation with the Underwriter, subsequent presentation (the Underwritten Shares comprised in Provisional Allotment Letters which are so lodged together with such remittances are herein referred to as having been “accepted” and cognate expressions shall be several and construed accordingly); or (2) the number of Underwritten Shares applied for under Excess Application Forms which have been lodged in accordance with the terms of the Prospectus Documents, together with cheques or banker’s cashier orders or other remittances for the full amount payable in connection with the relevant applications which are honoured on first or, at the discretion of the Company after consultation with the Underwriter, subsequent presentation, is equal to or greater than the aggregate of the number of Underwritten Shares which have not joint and several and been accepted. 6.2 If Excess Application Forms have been lodged in accordance with the terms of the Prospectus Documents, together with cheques or banker’s cashier orders or other remittances for the full amount payable in connection with the relevant applications which are honoured on first or, at the discretion of the Company after consultation with the Underwriter, subsequent presentation, then the Company shall accept such applications which are honoured on first or, at the discretion of the Company after consultation with the Underwriter, subsequent presentation, provided that the Company shall only be limited obliged to accept applications for the aggregate number of Firm the Underwritten Shares which shall not have been accepted and, if that aggregate number is less than the number of Rights Shares applied for under the relevant Excess Application Forms, the Company shall be entitled to determine on a fair basis (in accordance with the requirements of the Stock Exchange) which applications are to be accepted and which rejected, after consulting with the Underwriter. The Underwritten Shares which have either been accepted or which are the subject of accepted applications under Excess Application Forms are herein referred to as having been “taken up” and cognate expressions shall be construed accordingly. 6.3 If, however, by the Latest Time for Acceptance any of the Underwritten Shares have not been taken up (“Untaken Shares”), the Company shall as soon as practicable thereafter and in any event before 5:00 p.m. on the first business day after the Latest Time for Acceptance notify or procure the Registrars on behalf of the Company to notify the Underwriter in writing of the number of Untaken Shares, and no later than 4:00 p.m. on the third business day after the Latest Time for Acceptance the Underwriter shall subscribe or procure subscription on the terms of the Prospectus Documents (so far as the same are applicable) for such Untaken Shares. 6.4 The Underwriter shall (subject to this Agreement not having been terminated by the Underwriter pursuant to the provisions hereof), after the receipt of the notification referred to in Clause 6.3 but not later than 4:00 p.m. on the Settlement Date, pay or procure payment to the Company by way of banker’s draft or cashier’s order drawn on a bank in Hong Kong or such other way as agreed between the Company and the Underwriter of the aggregate Subscription Price in respect of the Underwritten Shares for which it is obliged to subscribe or procure subscription in accordance with this Clause, less any amounts payable to the Underwriter pursuant to Clause 8.1. The Company shall arrange for delivery to the Underwriter or its nominee of share certificates in respect of the fully paid Underwritten Shares for which the Underwriter has subscribed or procured subscription in such names and in such denominations as it may reasonably require at the same time as share certificates are despatched generally to persons who have accepted Rights Shares or, where the Underwriter has designated an investor participant or CCASS participant stock account for deposit of all or part of the Rights Shares, evidence to the satisfaction of the Underwriter that such documents and instructions required to effect the crediting of such Rights Shares have been signed or given, as the case may be. 6.5 If the Underwriter shall default in complying with its obligations under Clause 6.4, the Company, by giving written notice to the Underwriter, shall be entitled (and is hereby irrevocably authorised) to treat this Agreement as an application by the Underwriter for the Underwritten Shares which have not been taken up on the terms of the Prospectus Documents (so far as the same are applicable) and to allot and issue the extent same to the Over-allotment Option is exercised, Underwriter and register the Optional Shares set out opposite same in the name of the Underwriter and payment therefor at the aggregate Subscription Price less any amounts payable to the Underwriter for its account pursuant to Clause 8.1 shall be made by the Underwriter on the Settlement Date. The Company shall deliver to the Underwriter (or as it may direct) documentary evidence of entitlement to the Underwritten Shares reasonably satisfactory to the Underwriter. 6.6 The Underwriter further undertakes to the Company that in the event of it being called upon to subscribe for or procure subscribers for the Untaken Shares pursuant to Clause 6.3: (1) it shall use all reasonable endeavours to procure that each of the Underwriters set out subscribers of the Untaken Shares procured by it (including any direct and indirect sub- underwriters) shall be third party independent of, not acting in Schedule I. In concert with and not connected with the event that Directors, chief executive or substantial shareholders of the Company (within the meaning of the Listing Rules) or any Underwriter shall fail to purchase of its applicable number subsidiaries and their respective associates; (2) it will not, and will procure each of the subscribers of the Untaken Shares procured by it (including any direct and indirect sub-underwriters) will not, together with any party acting in concert (within the "Defaulted Securities"meaning of the Takeovers Code) at the Closing Timewith it or its associates, the Lead Manager shall have the right, within 24 hours thereafter, to make arrangements for one hold 10.0% or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, voting rights of the Defaulted Securities Company immediately upon completion of the Rights Issue; and (3) in the event that there is insufficient public float of the Company within the meaning of the Listing Rules immediately upon completion of the Rights Issue solely because of the Underwriter’s performance of its obligations pursuant to Clause 6.3, it agrees to take such numbers appropriate steps as may be agreed upon and upon reasonably required to maintain the terms herein set forth; if, however, minimum public float for the Underwriters shall not have completed such arrangements within such 24-hour period, then: (a) if the number of Defaulted Securities does not exceed 10% Shares in compliance with Rule 8.08 of the number of Shares to be purchased hereunder, the non-defaulting Underwriters shall be obligated, each severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligation of all non-defaulting Underwriters, orListing Rules. (b) if the number of Defaulted Securities exceeds 10% of the number of Shares to be purchased on such date, this agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 11 shall relieve any defaulting 6.7 The Underwriter from liability in respect of its default confirms to the Company that it is a third party independent of, not acting in concert with and not connected with the Directors, chief executive or to any non-defaulting Underwriter. In substantial shareholders (within the event meaning of any such default which does not result in a termination the Listing Rules) of this agreement either the Underwriters or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect or any required changes in the Registration Statement, the Canadian Prospectus, the U.S. Prospectus or in any other documents or arrangements. As used herein, the term "Underwriter" includes any person substituted for an Underwriter under this Section 11of its subsidiaries and their respective associates.