Reduction in Underwriting Commitment Clause Samples

Reduction in Underwriting Commitment. This Clause 6.4 applies notwithstanding anything in this Agreement and, in the event of any inconsistency between this Clause 6.4 and any other provisions of this Agreement, this Clause 6.4 shall prevail with respect to such inconsistency. If the subscription of New Shares by the Underwriters pursuant to Clause 6.1 or 6.2 would result in: 6.4.1 an Underwriter being required (as determined by such Underwriter on a reasonable basis) pursuant to Article 8, Paragraph 3 or Article ▇-▇, ▇▇▇▇▇▇▇▇▇ 2 of the Financial Holding Company Act of Korea (“Relevant Law”) to obtain the approval of the FSC (except to the extent already obtained or waived, if applicable) prior to completing such subscription (a “Regulatory Approval”); or 6.4.2 the Company being in breach of the Relevant Law, and the Company concludes on a reasonable basis that compliance is reasonably considered to be material to the Company and its Subsidiaries or their business, the relevant Underwriter’s obligation to subscribe for the New Shares shall be reduced by such number of New Shares (the “Excluded New Shares”) so that such Underwriter’s shareholding in the Company (which for the purpose of this Clause 6.4 shall also include such Underwriter’s Affiliates’ shareholding in the Company) would not exceed the applicable ownership threshold that would otherwise trigger the requirement to obtain a Regulatory Approval. For the avoidance of doubt, the relevant Underwriter shall not have any obligation to procure subscribers for or subscribe for the Excluded New Shares and shall be discharged from any underwriting obligation with respect to the Excluded New Shares. In this Clause 6.4, references to the shareholdings of any Underwriter shall be read as the aggregate shareholdings of that Underwriter and of all its Affiliates as are required to be aggregated for the purposes of the Relevant Law. For purposes of this Clause 6.4, the term “Affiliates” shall mean “specially related persons” as such term is defined in Article 2, Paragraph 1, Item 7 of the Financial Holding Company Act of Korea.