Additional Selling Restrictions Sample Clauses

Additional Selling Restrictions. Not Applicable
Sample 1Sample 2Sample 3See All (11)
AutoNDA by SimpleDocs
Additional Selling Restrictions. In addition to the representations, agreements, and restrictions set forth in the attached prospectus supplement under “Supplemental Plan of Distribution—Selling Restrictions,” the following representations, agreements, and restrictions will apply to the notes. No prospectus, disclosure document, or product disclosure statement (as these terms are defined in the Corporations Act 2001 (Cth), or the “Corporations Act”) in relation to the notes has been lodged with the Australian Securities and Investments Commission or the Australian Securities Exchange. Each selling agent has represented and agreed that it:
Sample 1Sample 2Sample 3See All (4)
Additional Selling Restrictions. The Dealers undertake to the Issuer that they will comply with the provisions of Appendix 1 (Additional Selling Restrictions).]
Sample 1Sample 2Sample 3
Additional Selling Restrictions. In addition to the representations, agreements, and restrictions set forth in the attached prospectus supplement under “Supplemental Plan of Distribution—Selling Restrictions,” the following representations, agreements, and restrictions will apply to the notes. [$] [ %] [FLOATING RATE] [SENIOR] [SUBORDINATED] NOTES, Dated , 20 Issuer: Bank of America Corporation Ratings: Aa1 (Xxxxx’x)/ AA (S&P)/ AA (Fitch) Title of the Series: [ %] [Floating Rate] [Senior] [Subordinated] Notes, due , 20 Aggregate Principal Amount Initially Being Issued: [$] Issue Price: [100%] Trade Date: , 20 Settlement Date: , 20 (DTC) Maturity Date: , 20 Ranking: [Senior] [Subordinated] Minimum Denominations: [$1,000 and multiples of $1,000 in excess of $1,000] [€50,000 and multiples of €50,000 in excess of €50,000] Day Count Fraction: [30/360] [Actual/360] Record Dates: [For book-entry only notes, one business day prior to payment date.] [The fifteenth calendar day prior to the payment date.] Base Rate: [Three-Month LIBOR (Reuters)] [other] Index Maturity: [30 days] [90 days] [other] Spread: plus ___ bps Interest Payment Dates: [ , , , and , of each year, beginning , 20 .] Interest Periods: [Semi-annually.] [Quarterly.] Interest Determination Date: [Second London banking day preceding the applicable interest reset date.] [other.] Interest Reset Dates: [Interest payment dates.] Optional Redemption: None Listing: None Calculation Agent: [The Bank of New York Trust Company, N.A.] [Bank of America, N.A.] [Banc of America Securities LLC] [The Bank of New York, acting through its London branch] Lead Manager: Banc of America Securities LLC Co-Managers: [Name] [Name] CUSIP: 060505 ISIN: ____________________ Bank of America Corporation has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents Bank of America Corporation has filed with the SEC for more complete information about Bank of America Corporation and this offering. You may obtain these documents for free by visiting XXXXX on the SEC website at xxx.xxx.xxx. Alternatively, Bank of America Corporation or the lead underwriter will arrange to send you the prospectus if you request it by contacting Bank of America Corporation, Corporate Treasury – Securities Administration, at 0-000-000-0000, or Banc of America Securities LLC, toll free at 1-800-294-1322. You may also reques...
Sample 1
Additional Selling Restrictions. Italy The offering of the Notes has not been cleared by CONSOB (the Italian Securities Exchange Commission) pursuant to Italian securities legislation and, accordingly each Manager has represented and agreed that, no Notes will be offered, sold or delivered, nor will copies of the Offering Circular or of any document relating to the Notes be distributed in the Republic of Italy, except: (a) to professional investors (operatori qualificati) as defined in Article 31, second paragraph, of CONSOB Regulation No. 11522 of 1st July, 1998, as amended; or (b) in circumstances which are exempted from the rules on solicitation of investments pursuant to Article 100 of Legislative Decree No. 58 of 24th February, 1998 (the “Financial Services Act”) and Article 33, first paragraph, of CONSOB Regulation No. 11971 of 14th May, 1999, as amended. Any offer, sale or delivery of the Notes or distribution of copies of the Offering Circular or any other document relating to the Notes in the Republic of Italy under (a) or (b) above must be: (i) made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act and Legislative Decree No. 385 of 1st September, 1993 (the “Banking Act”); and (ii) in compliance with Article 129 of the Banking Act and the implementing guidelines of the Bank of Italy, as amended from time to time, pursuant to which the issue or the offer of securities in the Republic of Italy may need to be preceded and followed by an appropriate notice to be filled with the Bank of Italy depending, inter alia, on the aggregate value of the securities issued or offered in the Republic of Italy and their characteristics; and (iii) in compliance with any other applicable laws and regulations.
Sample 1
Additional Selling Restrictions. Not Applicable The Series 1 Class A2 Notes have not been Not Applicable Not Applicable Not Applicable Not Applicable and will not be registered under the Financial Instruments and Exchange Act of Japan (Law No. 25 of 1948, as amended; the FIEA) and each Lead Manager has represented and agreed that it will not offer or sell any Series 1 Class A2 Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (as defined under Item 5, Paragraph 1, Article Series and Class: Series 1 Class A1 Series 1 Class A2 Series 1 Class A3 Series 2 Class A Series 3 Class A Series 4 Class A Ordinance concerning Definitions provided in Article 2 of the FIEA (the Ministry of Finance Ordinance No. 14 of 1993, as amended). Operational Information
Sample 1
Additional Selling Restrictions. The parties hereto agree that the “Canada” selling restrictions in Schedule 1 of the Dealership Agreement are amended for the purpose of the Covered Bonds by replacing the second and third paragraphs thereof with the following: “Each Dealer represents and agrees that it has not offered, sold, distributed or delivered, and that it will not offer, sell, distribute or deliver, any Covered Bonds, directly or indirectly, in Canada or to, or for the benefit of any resident thereof.”]
Sample 1
AutoNDA by SimpleDocs

Related to Additional Selling Restrictions

  • Selling Restrictions (i) Except as expressly set forth below, the Investor covenants that from and after the Closing Date through and including the Trading Day next following the expiration or termination of this Agreement (the “Restricted Period”), neither the Investor nor any of its Affiliates nor any entity managed or controlled by the Investor (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall, directly or indirectly, (x) engage in any Short Sales involving the Company’s securities or (y) grant any option to purchase, or acquire any right to dispose of or otherwise dispose for value of, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for any shares of Common Stock, or enter into any swap, hedge or other similar agreement that transfers, in whole or in part, the economic risk of ownership of the Common Stock. Notwithstanding the foregoing, it is expressly understood and agreed that nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person during the Restricted Period from: (1) selling “long” (as defined under Rule 200 promulgated under Regulation SHO) the Securities; or (2) selling a number of shares of Common Stock equal to the number of Shares that such Restricted Person is or may be obligated to purchase under a pending Fixed Purchase Notice, a pending VWAP Purchase Notice or a pending Additional VWAP Purchase Notice but has not yet taken possession of so long as such Restricted Person (or the Broker-Dealer, as applicable) delivers the Shares purchased pursuant to such Fixed Purchase Notice, such VWAP Purchase Notice or such Additional VWAP Purchase Notice (as applicable) to the purchaser thereof or the applicable Broker-Dealer upon such Restricted Person’s receipt of such shares of Common Stock from the Company pursuant to this Agreement. (ii) In addition to the foregoing, in connection with any sale of Securities (including any sale permitted by paragraph (i) above), the Investor shall comply in all respects with all applicable laws, rules, regulations and orders, including, without limitation, the requirements of the Securities Act and the Exchange Act.

  • EXPORT RESTRICTIONS EXPORT OF THE SOFTWARE IS PROHIBITED BY UNITED STATES LAW. THE FUND MAY NOT UNDER ANY CIRCUMSTANCES RESELL, DIVERT, TRANSFER, TRANSSHIP OR OTHERWISE DISPOSE OF THE SOFTWARE (IN ANY FORM) IN OR TO ANY OTHER COUNTRY. IF CUSTODIAN DELIVERED THE SOFTWARE TO THE FUND OUTSIDE OF THE UNITED STATES, THE SOFTWARE WAS EXPORTED FROM THE UNITED STATES IN ACCORDANCE WITH THE EXPORTER ADMINISTRATION REGULATIONS. DIVERSION CONTRARY TO U.S. LAW IS PROHIBITED. The Fund hereby authorizes Custodian to report its name and address to government agencies to which Custodian is required to provide such information by law.

  • Securities Law Restrictions In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider Letter”) to be dated as of the closing of the IPO by and between Subscriber and the Company, Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred shall then be effective or (b) the Company has received an opinion from counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!