LEAD MANAGED OFFERINGS Clause Samples

LEAD MANAGED OFFERINGS. For any Registered Offering in which Wit Group is a lead managing underwriter, E Group shall use commercially reasonable efforts to direct all secondary market orders with respect to the particular security offered in such offering to Wit Group, or to a broker-dealer specified by Wit Group, for a period of **** months from the date on which such public offering commences trading. Wit Group shall pay to E Group a market rate trading flow rebate (currently $**** per share, to be adjusted at least annually to reflect adjust ment to the prevailing market rate) for each share so directed. Notwithstanding anything herein to the contrary, E Group and Wit Group understand and agree that no provision of this Agreement shall restrict the other, in its reasonable good faith judgment, from taking, without liability to the other, any action required by any rule or regulation of the SEC, any self-regulatory organization or any governmental entity to which it is subject, or from complying with any fiduciary duties to its customers; provided that it shall, prior to taking such action, to the extent reasonably feasible in light of the then circumstances, notify the other in writing thereof and consult with the other regarding the steps to be taken to ensure compliance with such rule or regulation.