CONFLICTS AND ORDER OF PREFERENCE. 20.1 Where there is any conflict between documents the prevailing terms shall be those contained in the following order: 20.1.1 This Agreement 20.1.2 The IPSX Rules for Members 20.1.3 The IPSX Rules for Prime Issuers or the IPSX Rules for Wholesale Issuers, as the context requires 20.1.4 The IPSX Disciplinary and Appeals Procedures 20.1.5 The IPSX Guide for Trading Members Dear Sirs 1. We have been requested to issue this opinion in connection with the membership application submitted by [insert name of Applicant] (the prospective IPSX Member) to IPSX UK Limited (IPSX). 2. We have examined a copy of the: (a) IPSX Admission Agreement dated […..] (the Admission Agreement); (b) the IPSX Rules for Members dated [ ] (the Rules); and (c) such other documents as we have considered necessary or desirable to examine in order that we may give this opinion. 3. The opinion relates only to the laws of [insert the laws of the place of incorporation/organisation/existence of the prospective IPSX Member] in force at the date indicated above and assumes: (a) the Admission Agreement signed by the prospective IPSX Member will be duly authorised and executed by IPSX under all applicable laws and in all applicable jurisdictions and that upon such execution will be duly delivered by IPSX and the prospective IPSX Member; (b) the Admission Agreement has been duly authorised and executed by the prospective IPSX Member under all applicable laws and in all applicable jurisdictions (other than under the laws of [insert place of incorporation/organisation/existence of the prospective Member]); and (c) that the Admission Agreement constitutes legal, valid and binding obligations on each of IPSX and the prospective IPSX Member enforceable under all applicable laws (other than, in the case of the prospective IPSX Member, the laws of [insert place of incorporation/organisation/existence of the prospective IPSX Member]). 4. Based upon the above assumptions and subject to any matters not disclosed to us, we are of the opinion that: (a) the prospective IPSX Member is a [describe legal nature of prospective IPSX Member] duly [incorporated] [and] validly existing [and in good standing] under the laws of [insert laws of place of incorporation/organisation/existence of the prospective IPSX Member] and has the necessary power to enter into and perform its obligations under the Admission Agreement; (b) all necessary action required to authorise the execution and delivery of the Admission Agreement and the performance by the prospective IPSX Member of its obligations under the Admission Agreement has been duly taken; (c) the execution and delivery by the prospective IPSX Member of the Admission Agreement and the performance by the prospective IPSX Member of its obligations under the Admission Agreement does not require any consent, licence, approval or authorisation of, or filing with, or giving of notice to, any governmental or other body, agency of official of [insert place of incorporation/organisation/existence of the prospective IPSX Member] [save for [list any relevant requirements]]; (d) the Admission Agreement constitutes legal, valid and binding obligations of the prospective IPSX Member; (e) the Admission Agreement is in proper legal form under the laws of [insert place of incorporation/organisation/existence of the prospective IPSX Member] for the enforcement of the Admission Agreement in the courts of [insert place of incorporation/organisation/existence of the prospective IPSX Member]; (f) [under the laws of [insert place of incorporation/organisation/existence of the prospective IPSX Member], the submission to IPSX by the prospective IPSX Trading Member of a completed and signed Application form for IPSX Trading Members (in hard copy or electronic form) is sufficient for the Admission Agreement to constitute legal, valid and binding obligations of the prospective IPSX Trading Member and such copy is admissible in evidence for purposes of the enforcement of the Admission Agreement in the courts of [insert place of incorporation/organisation/existence of the prospective IPSX Member]; (g) the choice of English law to govern the Admission Agreement and the construction of interpretation thereof is under the laws of [insert the laws of incorporation/organisation/existence of the prospective IPSX Member] a valid and effective choice of law and will be recognised and upheld by the courts of [insert the law of incorporation/organisation/existence of the prospective IPSX Member]; (h) the submission to jurisdiction contained in the Admission Agreement is valid under the laws of [insert the laws of place of incorporation/organisation/existence of the prospective IPSX Member] and will be recognised by the courts of [insert place of incorporation/organisation/existence of the prospective IPSX Member]; and (i) no [insert place of incorporation/organisation/existence of the prospective IPSX Member] stamp or registration or similar documentary taxes or charges are payable in [insert place of incorporation/organisation/existence of the prospective IPSX Member] in respect of the execution and delivery of the Admission Agreement or as a condition to the legality, validity, enforceability or admissibility in evidence of the Admission Agreement. 5. This opinion is addressed to you and is solely for your benefit. Accordingly, it may not be relied upon by, or disclosed or circulated to, any other person or for any other purpose or quoted or referred to in any document or filed with any government or other agency without our prior written consent. However, you may disclose this opinion to the Financial Conduct Authority, Bank of England or any Court with jurisdiction at their request. Yours faithfully
Appears in 2 contracts
CONFLICTS AND ORDER OF PREFERENCE. 20.1 Where there is any conflict between documents the prevailing terms shall be those contained in the following order:
20.1.1 This Agreement
20.1.2 The IPSX Rules for Members
20.1.3 The IPSX Rules for Prime Issuers or the IPSX Rules for Wholesale Issuers, as the context requires
20.1.4 The IPSX Disciplinary and Appeals Procedures
20.1.5 The IPSX Guide for Trading Members Participant Manual Dear Sirs
1. We have been requested to issue this opinion in connection with the membership application submitted by [insert name of Applicant] (the prospective IPSX Member) to IPSX UK Limited (IPSX).
2. We have examined a copy of the:
(a) IPSX Admission Agreement dated […..] (the Admission Agreement);
(b) the IPSX Rules for Members dated [ ] (the Rules); and
(c) such other documents as we have considered necessary or desirable to examine in order that we may give this opinion.
3. The opinion relates only to the laws of [insert the laws of the place of incorporation/organisation/existence of the prospective IPSX Member] in force at the date indicated above and assumes:
(a) the Admission Agreement signed by the prospective IPSX Member will be duly authorised and executed by IPSX under all applicable laws and in all applicable jurisdictions and that upon such execution will be duly delivered by IPSX and the prospective IPSX Member;
(b) the Admission Agreement has been duly authorised and executed by the prospective IPSX Member under all applicable laws and in all applicable jurisdictions (other than under the laws of [insert place of incorporation/organisation/existence of the prospective Member]); and
(c) that the Admission Agreement constitutes legal, valid and binding obligations on each of IPSX and the prospective IPSX Member enforceable under all applicable laws (other than, in the case of the prospective IPSX Member, the laws of [insert place of incorporation/organisation/existence of the prospective IPSX Member]).
4. Based upon the above assumptions and subject to any matters not disclosed to us, we are of the opinion that:
(a) the prospective IPSX Member is a [describe legal nature of prospective IPSX Member] duly [incorporated] [and] validly existing [and in good standing] under the laws of [insert laws of place of incorporation/organisation/existence of the prospective IPSX Member] and has the necessary power to enter into and perform its obligations under the Admission Agreement;
(b) all necessary action required to authorise the execution and delivery of the Admission Agreement and the performance by the prospective IPSX Member of its obligations under the Admission Agreement has been duly taken;
(c) the execution and delivery by the prospective IPSX Member of the Admission Agreement and the performance by the prospective IPSX Member of its obligations under the Admission Agreement does not require any consent, licence, approval or authorisation of, or filing with, or giving of notice to, any governmental or other body, agency of official of [insert place of incorporation/organisation/existence of the prospective IPSX Member] [save for [list any relevant requirements]];
(d) the Admission Agreement constitutes legal, valid and binding obligations of the prospective IPSX Member;
(e) the Admission Agreement is in proper legal form under the laws of [insert place of incorporation/organisation/existence of the prospective IPSX Member] for the enforcement of the Admission Agreement in the courts of [insert place of incorporation/organisation/existence of the prospective IPSX Member];
(f) [under the laws of [insert place of incorporation/organisation/existence of the prospective IPSX Member], the submission to IPSX by the prospective IPSX Trading Member of a completed and signed Application form for IPSX Trading Members (in hard copy or electronic form) is sufficient for the Admission Agreement to constitute legal, valid and binding obligations of the prospective IPSX Trading Member and such copy is admissible in evidence for purposes of the enforcement of the Admission Agreement in the courts of [insert place of incorporation/organisation/existence of the prospective IPSX Member];
(g) the choice of English law to govern the Admission Agreement and the construction of interpretation thereof is under the laws of [insert the laws of incorporation/organisation/existence of the prospective IPSX Member] a valid and effective choice of law and will be recognised and upheld by the courts of [insert the law of incorporation/organisation/existence of the prospective IPSX Member];
(h) the submission to jurisdiction contained in the Admission Agreement is valid under the laws of [insert the laws of place of incorporation/organisation/existence of the prospective IPSX Member] and will be recognised by the courts of [insert place of incorporation/organisation/existence of the prospective IPSX Member]; and
(i) no [insert place of incorporation/organisation/existence of the prospective IPSX Member] stamp or registration or similar documentary taxes or charges are payable in [insert place of incorporation/organisation/existence of the prospective IPSX Member] in respect of the execution and delivery of the Admission Agreement or as a condition to the legality, validity, enforceability or admissibility in evidence of the Admission Agreement.
5. This opinion is addressed to you and is solely for your benefit. Accordingly, it may not be relied upon by, or disclosed or circulated to, any other person or for any other purpose or quoted or referred to in any document or filed with any government or other agency without our prior written consent. However, you may disclose this opinion to the Financial Conduct Authority, Bank of England or any Court with jurisdiction at their request. Yours faithfully
Appears in 2 contracts
CONFLICTS AND ORDER OF PREFERENCE. 20.1 Where there is any conflict between documents the prevailing terms shall be those contained in the following order:
20.1.1 This Agreement
20.1.2 The IPSX Rules for Members
20.1.3 The IPSX Rules for Prime Issuers or the IPSX Rules for Wholesale Issuers, as the context requires
20.1.4 The IPSX Disciplinary and Appeals Procedures
20.1.5 The IPSX Guide for Trading Members Dear Sirs
1. We have been requested to issue this opinion in connection with the membership application submitted by [insert name of Applicant] (the prospective IPSX Member) to IPSX UK Limited (IPSX).
2. We have examined a copy of the:
(a) IPSX Admission Agreement dated […..] (the Admission Agreement);
(b) the IPSX Rules for Members dated [ ] (the Rules); and
(c) such other documents as we have considered necessary or desirable to examine in order that we may give this opinion.
3. The opinion relates only to the laws of [insert the laws of the place of incorporation/organisation/existence of the prospective IPSX Member] in force at the date indicated above and assumes:
(a) the Admission Agreement signed by the prospective IPSX Member will be duly authorised and executed by IPSX under all applicable laws and in all applicable jurisdictions and that upon such execution will be duly delivered by IPSX and the prospective IPSX Member;
(b) the Admission Agreement has been duly authorised and executed by the prospective IPSX Member under all applicable laws and in all applicable jurisdictions (other than under the laws of [insert place of incorporation/organisation/existence of the prospective Member]); and
(c) that the Admission Agreement constitutes legal, valid and binding obligations on each of IPSX and the prospective IPSX Member enforceable under all applicable laws (other than, in the case of the prospective IPSX Member, the laws of [insert place of incorporation/organisation/existence of the prospective IPSX Member]).
4. Based upon the above assumptions and subject to any matters not disclosed to us, we are of the opinion that:
(a) the prospective IPSX Member is a [describe legal nature of prospective IPSX Member] duly [incorporated] [and] validly existing [and in good standing] under the laws of [insert laws of place of incorporation/organisation/existence of the prospective IPSX Member] and has the necessary power to enter into and perform its obligations under the Admission Agreement;
(b) all necessary action required to authorise the execution and delivery of the Admission Agreement and the performance by the prospective IPSX Member of its obligations under the Admission Agreement has been duly taken;
(c) the execution and delivery by the prospective IPSX Member of the Admission Agreement and the performance by the prospective IPSX Member of its obligations under the Admission Agreement does not require any consent, licence, approval or authorisation of, or filing with, or giving of notice to, any governmental or other body, agency of official of [insert place of incorporation/organisation/existence of the prospective IPSX Member] [save for [list any relevant requirements]];
(d) the Admission Agreement constitutes legal, valid and binding obligations of the prospective IPSX Member;
(e) the Admission Agreement is in proper legal form under the laws of [insert place of incorporation/organisation/existence of the prospective IPSX Member] for the enforcement of the Admission Agreement in the courts of [insert place of incorporation/organisation/existence of the prospective IPSX Member];
(f) [under the laws of [insert place of incorporation/organisation/existence of the prospective IPSX Member], the submission to IPSX by the prospective IPSX Trading Member of a completed and signed Application form for IPSX Trading Members (in hard copy or electronic form) is sufficient for the Admission Agreement to constitute legal, valid and binding obligations of the prospective IPSX Trading Member and such copy is admissible in evidence for purposes of the enforcement of the Admission Agreement in the courts of [insert place of incorporation/organisation/existence of the prospective IPSX Member];
(g) the choice of English law to govern the Admission Agreement and the construction of interpretation thereof is under the laws of [insert the laws of incorporation/organisation/existence of the prospective IPSX Member] a valid and effective choice of law and will be recognised and upheld by the courts of [insert the law of incorporation/organisation/existence of the prospective IPSX Member];
(h) the submission to jurisdiction contained in the Admission Agreement is valid under the laws of [insert the laws of place of incorporation/organisation/existence of the prospective IPSX Member] and will be recognised by the courts of [insert place of incorporation/organisation/existence of the prospective IPSX Member]; and
(i) no [insert place of incorporation/organisation/existence of the prospective IPSX Member] stamp or registration or similar documentary taxes or charges are payable in [insert place of incorporation/organisation/existence of the prospective IPSX Member] in respect of the execution and delivery of the Admission Agreement or as a condition to the legality, validity, enforceability or admissibility in evidence of the Admission Agreement.
5. This opinion is addressed to you and is solely for your benefit. Accordingly, it may not be relied upon by, or disclosed or circulated to, any other person or for any other purpose or quoted or referred to in any document or filed with any government or other agency without our prior written consent. However, you may disclose this opinion to the Financial Conduct Authority, Bank of England or any Court with jurisdiction at their request. Yours faithfully
Appears in 1 contract
Samples: Ipsx Admission Agreement
