A best-effort subcontracting agreement is mainly used for the sale of high-risk securities. Taking over a fixed offer of securities exposes the insurer to a significant risk. As a result, insurers often insist that a market-out clause be included in the underwriting agreement. This clause exempts the insurer from its obligation to purchase all securities in the event of changes affecting the quality of the securities. However, poor market conditions are not a qualifying condition. An example of when a market exit clause could be used is that the issuer was a biotechnology company and that the FDA had just refused approval of the company`s new drug. Although the ability to buy shares below the market price seems to be an advantage of stand-by stuffing, the fact that there are still shares for the insurer suggests a lack of demand for supply. The stand-by-underwriting thus transfers the risk of the company that goes public (the issuer) to the investment bank (the insurer). Because of this additional risk, the insurer`s costs may be higher. The insurer in the event of a firm commitment will often insist on an exit clause that will exempt them from the obligation to buy all securities in the event of a deal that affects the quality of the securities. Poor market conditions are generally not an acceptable reason, but significant changes in the company`s business when the market hits a soft fix, or the poor performance of other IPOs are sometimes reasons why underwriter call for the exit clause. In the best subcontracting, insurers will do their best to sell all the securities on offer, but the insurer is under no obligation to buy all the securities. This type of subcontracting agreement is usually at stake when the demand for an offer is likely to be unsying.
Under this type of agreement, unsold securities are returned to the issuer. A standby stop agreement is used in combination with an offer of pre-emption rights. All standby stops are made on a fixed commitment basis. The standby underwriter agrees to buy shares that current shareholders do not buy.