Covenants of the Republic. In further consideration of the agreements of the Underwriters herein contained, the Republic covenants with each Underwriter as follows: (a) To furnish to United States counsel for the Underwriters, without charge, one signed copy of the Registration Statement (including exhibits thereto) in the form in which it became effective and all amendments thereto. (b) To file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such Rule. (c) If, during such period after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters the Prospectus is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Representatives, either (i) amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with law, or (ii) if the Republic so elects a Form 18-K or an amendment thereto which will correct such statement or omission or effect such compliance; provided, however, if any such amendment or supplement is required to be prepared and filed after the expiration of nine months after the time of issue of the Prospectus, the Underwriters shall reimburse the Republic for its reasonable and documented costs and expenses (including without limitation, all fees and expenses of counsel, auditors and printing fees) in connection with supplying the Underwriters with copies thereof. (d) To endeavor, with the assistance of the Underwriters, to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives shall reasonably request; provided, however, that the Republic will not be obligated to file any consent to, or take any action that would subject it to, general or unlimited service of process or waiver of immunity (including, without limitation, waiver of sovereign immunity) in any jurisdiction in which it is not otherwise so subject. (e) During the period beginning from the date of the Terms Agreement and continuing to and including the earlier of (i) such time as the Representatives may notify the Republic and (ii) the Time of Delivery, the Republic will not offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Republic which are substantially similar to the Securities, without the Representatives' prior written consent. (f) Unless otherwise agreed between the Republic and the Underwriters, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Republic's counsel in connection with the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any Preliminary Prospectus Supplement, the Prospectus and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state law and all expenses in connection with the qualification of the Securities for offer and sale under state law as provided in Section 5(d) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the qualification of the offering of the Securities by the National Association of Securities Dealers, Inc., (v) all costs and expenses incident to listing any Securities on the Luxembourg Stock Exchange, (vi) the cost of printing certificates representing any Securities, (vii) the costs and charges of any fiscal agent, transfer agent, registrar or depositary, (viii) the costs and expenses incurred by the Underwriters relating to investor presentations on the "road show" (other than the Underwriters' own travel and lodging expenses for such road show) undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations) with the prior approval of the Republic, travel (including all land and air transportation) and lodging expenses of the representatives and officials of the Republic attending the road show and any such consultants and (ix) all other costs and expenses incident to the performance of the obligations of the Republic hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 6 and the last paragraph of Section 8 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make. The Underwriters shall deduct all fees and expenses payable by the Republic pursuant to this subsection (g) which the Underwriters have incurred on or prior to the Closing Date from the amount delivered to the Republic in payment for the Securities; provided, however, that the amounts so deducted shall be specified to the Republic in writing.
Appears in 1 contract
Samples: Underwriting Agreement (Republic of the Philippines)
Covenants of the Republic. In further consideration The Republic agrees with each of the agreements of the Underwriters herein contained, the Republic covenants with each Underwriter as followsUnderwriters:
(a) To furnish prepare one or more Prospectus Supplements in a form approved by you and to United States counsel for the Underwriters, without charge, one signed copy of the Registration Statement (including exhibits thereto) in the form in which it became effective and all amendments thereto.
(b) To file with the Commission within the applicable period specified in any such Prospectus Supplements pursuant to Rule 424(b) under the Act not later than the Commission’s close of business on the second business day following the date hereof, or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Act; to advise you, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Prospectus or Prospectus Supplements, of the suspension of the qualification of the Securities Act for offering or sale in any prospectus jurisdiction in the United States or any other jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, the Basic Prospectus, or the Prospectus or Prospectus Supplements or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Prospectus or Prospectus Supplements or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order;
(b) Promptly from time to time to take such action as you may reasonably request to qualify the Securities for offering and sale under the securities laws of such jurisdictions as you may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Securities, provided that in connection therewith the Republic shall not be required to be filed pursuant qualify as a foreign corporation or to such Rule.file a general consent to service of process in any jurisdiction;
(c) IfTo furnish the Underwriters with copies of the Prospectus in such quantities as you may from time to time reasonably request, during such period and, if the delivery of a prospectus is required at any time prior to the expiration of nine months after the first date time of issue of the public Prospectus in connection with the offering or sale of the Securities as in the opinion of counsel for the Underwriters the Prospectus is required by law to be delivered in connection with sales by an Underwriter or dealer, and if at such time any event shall occur or condition exist have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it is shall be necessary during such time period to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expenseAct, to the Representatives, either (i) amendments notify you and upon your request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as you may from time to time reasonably request of an amended Prospectus or supplements a supplement to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with law, or (ii) if the Republic so elects a Form 18-K or an amendment thereto which will correct such statement or omission or effect such compliance; provided, however, if and in case any such amendment or supplement Underwriter is required to be prepared and filed after deliver a prospectus in connection with sales of any of the expiration of Securities at any time nine months or more after the time of issue of the Prospectus, upon your request but at the Underwriters shall reimburse expense of such Underwriter, to prepare and deliver to such Underwriter as many copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Republic for its reasonable and documented costs and expenses (including without limitation, all fees and expenses of counsel, auditors and printing fees) in connection with supplying the Underwriters with copies thereof.Act;
(d) To endeavorWithout prejudice to its obligations under Section 5(c) above, with the assistance Republic will notify the Underwriters promptly of any change affecting any of its representations, warranties, agreements and indemnities herein at any time prior to payment being made to the Republic on the Closing Date and take such steps as may be reasonably requested by the Underwriters to remedy and/or publicize the same;
(e) Between the date hereof and the Closing Date (both dates inclusive) the Republic will not without the prior approval of the Underwriters (such approval not to be unreasonably withheld), make any official announcement which would have an adverse effect on the marketability of the Securities;
(f) During the period from the date hereof through and including the Closing Date, the Republic will not, without the prior written consent of the Underwriters, to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives shall reasonably request; provided, however, that the Republic will not be obligated to file any consent to, or take any action that would subject it to, general or unlimited service of process or waiver of immunity (including, without limitation, waiver of sovereign immunity) in any jurisdiction in which it is not otherwise so subject.
(e) During the period beginning from the date of the Terms Agreement and continuing to and including the earlier of (i) such time as the Representatives may notify the Republic and (ii) the Time of Delivery, the Republic will not offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Republic which are substantially similar to the Securities, without the Representatives' prior written consent.and having a tenor of more than one year;
(fg) Unless otherwise agreed between The Republic will pay (i) any stamp duty, issue, registration, documentary or other taxes and duties, including interest and penalties payable on or in connection with the Republic creation, issue and offering of the UnderwritersSecurities or the enforcement or delivery of this Agreement, the Fiscal Agency Agreement or the Securities and imposed by Venezuela, the United States or Luxembourg or by any subdivision of or authority in any of the foregoing countries; and (ii) in addition to pay or cause to be paid all expenses incident to the performance of its obligations any amount payable by it under this Agreement, including: any value added, turnover or similar tax payable in Venezuela in respect of that amount, including any withholding taxes which may be payable on the discount to the Underwriters pursuant to Section 1(k) hereof (and references in this Agreement to any such amount shall be deemed to include any such taxes so payable in addition to it);
(h) The Republic agrees to make generally available to its securityholders, as soon as practicable, a statement in the English language of the revenues and expenditures of the Republic covering the first full fiscal year of the Republic commencing after the date hereof which will satisfy Section 11(a) of the Act and the rules and regulations of the Commission thereunder; and
(i) the fees, disbursements and expenses of the Republic's counsel in connection with the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any Preliminary Prospectus Supplement, the Prospectus and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state law and all expenses in connection with the qualification of the Securities for offer and sale under state law as provided in Section 5(d) hereof, including filing fees and the reasonable fees and disbursements of counsel The Republic agrees that it will make an application for the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel Notes to the Underwriters incurred in connection with the qualification of the offering of the Securities by the National Association of Securities Dealers, Inc., (v) all costs and expenses incident to listing any Securities be listed on the Luxembourg Stock Exchange (the “Stock Exchange”). If such application is denied by the Stock Exchange, (vi) or the cost of printing certificates representing any Securities, (vii) the costs and charges of any fiscal agent, transfer agent, registrar or depositary, (viii) the costs and expenses incurred by the Underwriters relating to investor presentations Securities are otherwise not listed on the "road show" (Stock Exchange within 90 days of the Closing Date, the Republic will use its best efforts to obtain, and thereafter to maintain, a quotation for, or listing of, the Securities on such other than stock exchange as is commonly used for the Underwriters' own travel and lodging expenses for such road show) undertaken in connection quotation or listing of debt securities as it may, with the marketing of the offering of the Securities, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations) with the prior approval of the RepublicUnderwriters (such approval not to be unreasonably withheld), travel (including all land and air transportation) and lodging expenses of the representatives and officials of the decide. The Republic attending the road show and any agrees to use its best efforts to maintain such consultants and (ix) all other costs and expenses incident to the performance of the obligations of the Republic hereunder listing for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 6 and the last paragraph of Section 8 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of long as any of the Securities by them are outstanding. However, if the maintenance of such listing becomes unduly onerous, the Republic will use its best efforts to obtain, and any advertising expenses connected thereafter to maintain, a quotation for, or listing of, the Securities on such other stock exchange as is commonly used for the quotation or listing of debt securities as it may, with any offers they may makethe approval of the Underwriters (such approval not to be unreasonably withheld), decide. The Underwriters shall deduct all fees and expenses payable Republic confirms the arrangements made on its behalf by the Republic pursuant to this subsection (g) which the Underwriters have incurred on or prior to the Closing Date from the amount delivered to for announcements in respect of the Republic to be published on such dates and in payment for such newspapers or other publications as may be required in order to obtain the Securities; provided, however, that listing of the amounts so deducted shall be specified to Securities on the Republic in writingStock Exchange.
Appears in 1 contract
Samples: Underwriting Agreement (Bolivarian Republic of Venezuela)
Covenants of the Republic. In further consideration of The Republic agrees with the agreements of the Underwriters herein contained, the Republic covenants with each Underwriter as followsDealer Managers:
(a) To furnish prepare one or more Prospectus Supplements in a form approved by you and to file any such Prospectus Supplements pursuant to Rule 424(b) under the Act not later than the Commission’s close of business on the second business day following the date hereof, or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Act; to advise you, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Prospectus or Prospectus Supplements, of the suspension of the qualification of the Securities for offering or sale in any jurisdiction in the United States counsel or any other jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the Underwriters, without charge, one signed copy amending or supplementing of the Registration Statement (including exhibits thereto) Statement, the Basic Prospectus, or the Prospectus or Prospectus Supplements or for additional information; and, in the form in which it became effective and all amendments thereto.event of the issuance of any stop order or of any order preventing or suspending the use of any Prospectus or Prospectus Supplements or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order;
(b) To file furnish the Dealer Managers with copies of the Prospectus in such quantities as you may from time to time reasonably request, and, if the delivery of a prospectus is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such Rule.
(c) If, during such period after the first date of the public offering or sale of the Securities as in the opinion of counsel for the Underwriters the Prospectus is required by law to be delivered in connection with sales by an Underwriter or dealer, and if at such time any event shall occur or condition exist have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it is shall be necessary during such time period to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expenseAct, to notify you and upon your request to prepare and furnish without charge to the Representatives, either (i) amendments Dealer Managers and to any dealer in securities as many copies as you may from time to time reasonably request of an amended Prospectus or supplements a supplement to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with law, or (ii) if the Republic so elects a Form 18-K or an amendment thereto which will correct such statement or omission or effect such compliance; provided, however, if any such amendment or supplement is and in case the Dealer Managers are required to be prepared and filed after deliver a prospectus in connection with sales of any of the expiration of Securities at any time nine months or more after the time of issue of the Prospectus, upon your request but at the Underwriters shall reimburse expense of the Dealer Managers, to prepare and deliver to the Dealer Managers as many copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Act;
(c) Without prejudice to its obligations under Section 4(c) above, the Republic for will notify the Dealer Managers promptly of any change affecting any of its reasonable representations, warranties, agreements and documented costs indemnities herein at any time prior to payment being made to the Republic on the Closing Date and expenses (including without limitation, all fees and expenses of counsel, auditors and printing fees) in connection with supplying take such steps as may be reasonably requested by the Underwriters with copies thereof.Dealer Managers to remedy and/or publicize the same;
(d) To endeavor, with Between the assistance of date hereof and the Underwriters, to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives shall reasonably request; provided, however, that Closing Date (both dates inclusive) the Republic will not without the prior approval of the Dealer Managers (such approval not to be obligated to file unreasonably withheld), make any consent to, or take any action that official announcement which would subject it to, general or unlimited service have an adverse effect on the marketability of process or waiver of immunity (including, without limitation, waiver of sovereign immunity) in any jurisdiction in which it is not otherwise so subject.the Securities;
(e) During the period beginning from the date of the Terms Agreement and continuing to hereof through and including the earlier of (i) such time as the Representatives may notify the Republic and (ii) the Time of DeliveryClosing Date, the Republic will not not, without the prior written consent of the Dealer Managers, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Republic which are substantially similar to the Securities, without the Representatives' prior written consent.and having a tenor of more than one year;
(f) Unless otherwise agreed between The Republic will pay (i) any stamp duty, issue, registration, documentary or other taxes and duties, including interest and penalties payable on or in connection with the Republic creation, issue and offering of the UnderwritersSecurities or the enforcement or delivery of this Agreement, the Fiscal Agency Agreement or the Securities and imposed by Venezuela, the United States or Luxembourg or by any subdivision of or authority in any of the foregoing countries; and (ii) in addition to pay or cause to be paid all expenses incident to the performance of its obligations any amount payable by it under this Agreement, including: (i) any value added, turnover or similar tax payable in Venezuela in respect of that amount, including any withholding taxes which may be payable on the fees, disbursements compensation to the Dealer Managers pursuant to Section 7 hereof or any element of the fees and expenses payable pursuant to Section 5 hereof (and references in this Agreement to any such amount shall be deemed to include any such taxes so payable in addition to it);
(g) The Republic agrees to make generally available to its securityholders, as soon as practicable, a statement in the English language of the Republic's counsel in connection with the registration revenues and delivery expenditures of the Securities under Republic covering the Securities first full fiscal year of the Republic commencing after the date hereof which will satisfy Section 11(a) of the Act and all other fees or expenses in connection with the preparation rules and filing regulations of the Registration Statement, any Preliminary Prospectus Supplement, the Prospectus and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, Commission thereunder; and
(iih) all costs and expenses related to the transfer and delivery of The Republic agrees that it will make an application for the Securities to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state law and all expenses in connection with the qualification of the Securities for offer and sale under state law as provided in Section 5(d) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the qualification of the offering of the Securities by the National Association of Securities Dealers, Inc., (v) all costs and expenses incident to listing any Securities be listed on the Luxembourg Stock Exchange (the “Stock Exchange, (vi) the cost of printing certificates representing any Securities, (vii) the costs and charges of any fiscal agent, transfer agent, registrar or depositary, (viii) the costs and expenses incurred by the Underwriters relating ”). The Republic agrees to investor presentations on the "road show" (other than the Underwriters' own travel and lodging expenses use its best efforts to maintain such listing for such road show) undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations) with the prior approval of the Republic, travel (including all land and air transportation) and lodging expenses of the representatives and officials of the Republic attending the road show and any such consultants and (ix) all other costs and expenses incident to the performance of the obligations of the Republic hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 6 and the last paragraph of Section 8 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of long as any of the Securities by them and any advertising expenses connected with any offers they may makeare outstanding. The Underwriters shall deduct all fees and expenses payable by However, if the maintenance of such listing becomes unduly onerous, the Republic pursuant will use its best efforts to this subsection (g) which obtain, and thereafter to maintain, a quotation for, or listing of, the Underwriters have incurred Securities on or prior to the Closing Date from the amount delivered to the Republic in payment such other stock exchange as is commonly used for the Securities; providedquotation or listing of debt securities as it may, howeverwith the approval of the Dealer Managers (such approval not to be unreasonably withheld), that the amounts so deducted shall be specified to the Republic in writingdecide.
Appears in 1 contract
Samples: Dealer Manager Agreement (Bolivarian Republic of Venezuela)
Covenants of the Republic. In further consideration The Republic agrees with each of the agreements of the Underwriters herein contained, the Republic covenants with each Underwriter as followsUnderwriters:
(a) To furnish prepare one or more Prospectus Supplements in a form approved by you and to United States counsel for the Underwriters, without charge, one signed copy of the Registration Statement (including exhibits thereto) in the form in which it became effective and all amendments thereto.
(b) To file with the Commission within the applicable period specified in any such Prospectus Supplements pursuant to Rule 424(b) under the Act not later than the Commission’s close of business on the second business day following the date hereof, or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Act; to advise you, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Prospectus or Prospectus Supplements, or any amended or supplemented Prospectuses, of the suspension of the qualification of the Securities Act for offering or sale in any prospectus jurisdiction in the United States or any other jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or any amended or supplemented Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Prospectus or any amended or supplemented Prospectus or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order;
(b) Promptly from time to time to take such action as you may reasonably request to qualify the Securities for offering and sale under the securities laws of such jurisdictions as you may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Securities, provided that in connection therewith the Republic shall not be required to be filed pursuant qualify as a foreign corporation or to such Rule.file a general consent to service of process in any jurisdiction;
(c) IfTo furnish the Underwriters with copies of the Prospectus in such quantities as you may from time to time reasonably request, during such period and, if the delivery of a prospectus is required at any time prior to the expiration of nine months after the first date time of issue of the public Prospectus in connection with the offering or sale of the Securities as in the opinion of counsel for the Underwriters the Prospectus is required by law to be delivered in connection with sales by an Underwriter or dealer, and if at such time any event shall occur or condition exist have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it is shall be necessary during such time period to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expenseAct, to the Representatives, either (i) amendments notify you and upon your request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as you may from time to time reasonably request of an amended Prospectus or supplements a supplement to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with law, or (ii) if the Republic so elects a Form 18-K or an amendment thereto which will correct such statement or omission or effect such compliance; provided, however, if and in case any such amendment or supplement Underwriter is required to be prepared and filed after deliver a prospectus in connection with sales of any of the expiration of Securities at any time nine months or more after the time of issue of the Prospectus, upon your request but at the Underwriters shall reimburse expense of such Underwriter, to prepare and deliver to such Underwriter as many copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Republic for its reasonable and documented costs and expenses (including without limitation, all fees and expenses of counsel, auditors and printing fees) in connection with supplying the Underwriters with copies thereof.Act;
(d) To endeavorWithout prejudice to its obligations under Section 5(c) above, with the assistance Republic will notify each Underwriter promptly of any change affecting any of its representations, warranties, agreements and indemnities herein at any time prior to payment being made to the Underwriters, Republic at the Time of Delivery and take such steps as may be reasonably requested by any Underwriter to qualify remedy and/or publicize the Securities for offer same;
(e) Between the date hereof and sale under the securities or Blue Sky laws Time of such jurisdictions as the Representatives shall reasonably request; provided, however, that Delivery (both dates inclusive) the Republic will not without the prior approval of the Underwriters (such approval not to be obligated to file unreasonably withheld), make any consent to, or take any action that official announcement which would subject it to, general or unlimited service have an adverse effect on the marketability of process or waiver of immunity (including, without limitation, waiver of sovereign immunity) in any jurisdiction in which it is not otherwise so subject.the Securities;
(ef) During the period beginning from the date of the Terms Agreement and continuing to hereof through and including the earlier of (i) such time as the Representatives may notify the Republic and (ii) the Time of Delivery, the Republic will not not, without the prior written consent of each Underwriter, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Republic which are substantially similar to the Securities, without the Representatives' prior written consent.and having a tenor of more than one year;
(fg) Unless otherwise agreed between The Republic will pay (i) any stamp duty, issue, registration, documentary or other taxes and duties, including interest and penalties payable on or in connection with the Republic creation, issue and offering of the UnderwritersSecurities or the enforcement or delivery of this Agreement, the Dealer Managers Agreement, the Fiscal Agency Agreement or the Securities or in connection with the Global Bond Offering and imposed by Venezuela, the United States or Luxembourg or by any subdivision of or authority in any of the foregoing countries; and (ii) in addition to pay or cause to be paid all expenses incident to the performance of its obligations any amount payable by it under this Agreement, including: any value added, turnover or similar tax payable in Venezuela in respect of that amount, including any withholding taxes which may be payable to the Underwriters pursuant to Section 1(l) hereof or any element of the fees and expenses payable pursuant to Section 6 hereof (and references in this Agreement to any such amount shall be deemed to include any such taxes so payable in addition to it);
(h) The Republic agrees to make generally available to its securityholders, as soon as practicable, a statement in the English language of the revenues and expenditures of the Republic covering the first full fiscal year of the Republic commencing after the date hereof which will satisfy Section 11(a) of the Act and the rules and regulations of the Commission thereunder; and
(i) the fees, disbursements and expenses of the Republic's counsel in connection with the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any Preliminary Prospectus Supplement, the Prospectus and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state law and all expenses in connection with the qualification of the Securities for offer and sale under state law as provided in Section 5(d) hereof, including filing fees and the reasonable fees and disbursements of counsel The Republic agrees that it will make an application for the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel Notes to the Underwriters incurred in connection with the qualification of the offering of the Securities by the National Association of Securities Dealers, Inc., (v) all costs and expenses incident to listing any Securities be listed on the Luxembourg Stock Exchange (the “Stock Exchange”). If such application is denied by the Stock Exchange, (vi) or the cost of printing certificates representing any Securities, (vii) the costs and charges of any fiscal agent, transfer agent, registrar or depositary, (viii) the costs and expenses incurred by the Underwriters relating to investor presentations Securities are otherwise not listed on the "road show" (Stock Exchange within 90 days of the Time of Delivery, the Republic will use its best efforts to obtain, and thereafter to maintain, a quotation for, or listing of, the Securities on such other than stock exchange as is commonly used for the Underwriters' own travel and lodging expenses for such road show) undertaken in connection quotation or listing of debt securities as it may, with the marketing of the offering of the Securities, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations) with the prior approval of the RepublicUnderwriters (such approval not to be unreasonably withheld), travel (including all land and air transportation) and lodging expenses of the representatives and officials of the decide. The Republic attending the road show and any agrees to use its best efforts to maintain such consultants and (ix) all other costs and expenses incident to the performance of the obligations of the Republic hereunder listing for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 6 and the last paragraph of Section 8 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of long as any of the Securities by them are outstanding. However, if the maintenance of such listing becomes unduly onerous, the Republic will use its best efforts to obtain, and any advertising expenses connected thereafter to maintain, a quotation for, or listing of, the Securities on such other stock exchange as is commonly used for the quotation or listing of debt securities as it may, with any offers they may makethe approval of the Underwriters (such approval not to be unreasonably withheld), decide. The Underwriters shall deduct all fees and expenses payable Republic confirms the arrangements made on its behalf by the Republic pursuant to this subsection (g) which the Underwriters have incurred on or prior to the Closing Date from the amount delivered to for announcements in respect of the Republic to be published on such dates and in payment for such newspapers or other publications as may be required in order to obtain the Securities; provided, however, that listing of the amounts so deducted shall be specified to Securities on the Republic in writingStock Exchange.
Appears in 1 contract
Samples: Underwriting Agreement (Bolivarian Republic of Venezuela)
Covenants of the Republic. In further consideration of the agreements of the Underwriters herein contained, the Republic covenants with each Underwriter as follows:
(a) To The Republic will furnish to United States counsel for the Underwriters, without charge, one signed copy of the Registration Statement (including exhibits thereto) in the form in which it became effective and all amendments thereto.
(b) To The Republic will notify the Underwriters promptly after becoming aware of any breach or prospective breach of any of its representations, warranties, agreements or indemnities in this Standard Terms and take such steps at its own expense as may be reasonably requested by the Underwriters to remedy any such breach prior to an issuance of Securities.
(c) Promptly after the Execution Time, the Republic will prepare a final term sheet, containing a description of the final terms of the Securities, substantially in the form attached hereto as Exhibit F (the “Final Term Sheet”), and will file such term sheet pursuant to Rule 433(d) under the Act within the time period required by such rule. The Republic represents and agrees that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Representatives, it has not made and will not make any offer relating to the Securities that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a free writing prospectus required to be filed by the Republic with the Commission or retained by the Republic under Rule 433 under the Act; provided that the prior written consent of the Representatives shall be deemed to have been given in respect of (i) the free writing prospectuses included in Schedule B of the Terms Agreement and (ii) the Final Term Sheet. Any such free writing prospectus consented to or deemed consented to by the Representatives pursuant to this Section 6(c) is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Republic agrees that it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and that it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
(d) The Republic will file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus and any amendment or supplement thereto required to be filed pursuant to such RuleRule and will advise the Underwriters promptly of any such filing or when any Rule 462(b) Registration Statement shall have been filed with the Commission. The Republic will advise the Underwriters promptly of official notice of institution of proceeding for, or the entry of, a stop order suspending the effectiveness of the Registration Statement and, if such a stop order should be entered, use its best efforts to obtain the prompt withdrawal thereof. The final prospectus relating to the Securities in the form first filed with the Commission after the Execution Time pursuant to Rule 424 of the rules and regulations of the Commission under the Act is hereinafter called the “Final Prospectus”. The Republic will send to the Underwriters as many copies of the Final Prospectus as any of the Underwriters may reasonably request for the purposes required by the Act.
(ce) If, during after the Execution Time and prior to the expiration of such period after the first date of the public offering of the Securities as during which in the opinion of counsel for the Underwriters the Final Prospectus is required by law to be delivered in connection with sales by an Underwriter or dealerdealer (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event shall occur or condition exist as a result of which it is necessary to amend or supplement either the Disclosure Package and the Final Term Sheet or the Final Prospectus as then supplemented in order to make the statements therein, in the light of the circumstances under which they were made or when the Final Prospectus as then supplemented is delivered to a purchaser, as the case may be, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Final Prospectus to comply with applicable law, the Republic will forthwith to prepare, file with the Commission Commission, and furnish, at its own expense, to the Representatives, Representatives either (i) amendments an amendment or supplements supplement or Issuer Free Writing Prospectus or new registration statement which will correct such statement or omission or effect such compliance, and use its best efforts to have any amendment to the Prospectus so that the statements Registration Statement or new registration statement declared effective as soon as practicable in the Prospectus as so amended or supplemented will not, order to avoid any disruption in the light use of the circumstances when the Final Prospectus is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with law, or (ii) if the Republic so elects a Form 18-K or an amendment thereto which will correct such statement or omission or effect such compliance; provided, however, if . The Republic will supply any such supplemented Final Prospectus to the Underwriters in such quantities as the Underwriters may reasonably request. Before filing any amendment to the Registration Statement or distributing any amendment or supplement is required to be prepared and filed after the expiration of nine months after Disclosure Package or the time of issue of the Final Prospectus, the Republic will afford the Representatives a reasonable opportunity to comment on each proposed amendment or supplement. The Republic will not file any amendment to the Registration Statement or supplement to the Disclosure Package or Final Prospectus to which the Underwriters shall reimburse the Republic for its reasonable and documented costs and expenses (including without limitation, all fees and expenses of counsel, auditors and printing fees) have reasonably objected in connection with supplying the Underwriters with copies thereofwriting.
(df) To The Republic will endeavor, with the assistance of the Underwriters, to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives shall reasonably requestrequest and will maintain such qualifications in effect so long as required for the distribution of the Securities; provided, however, that the Republic will not be obligated to file any consent to, or take any action that would subject it to, general or unlimited service of process or waiver of immunity (including, without limitation, waiver of sovereign immunity) in any jurisdiction in which it is not otherwise now so subject.
(eg) During the period beginning from the date of the Terms Agreement and continuing to and including the earlier of (i) such time as the Representatives may notify the Republic and (ii) the Time of DeliveryClosing Date, the Republic will not offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Republic which are substantially similar to the Securities, without the Representatives' ’ prior written consent.
(fh) The Republic shall co-operate with the Representatives and use its best efforts to permit the Securities to be eligible for clearance and settlement through DTC, Euroclear and Clearstream Luxembourg, as applicable.
(i) The Republic confirms that it will make or cause to be made an application on its behalf for the Securities to be listed on each official list and/or securities exchange named in the Terms Agreement hereto (each a “Stock Exchange”) on or prior to the Closing Date to the extent necessary to list the Securities thereon. The Republic agrees to deliver or cause to be delivered to each Stock Exchange copies of such documents as may be reasonably required for the purpose of obtaining such listing. The Republic agrees to use all reasonable efforts to obtain and maintain such listing for as long as any of the relevant Securities are outstanding, or if such listing is unduly onerous, the Republic will instead use reasonable efforts promptly to obtain and thereafter maintain listing for the Securities on such other stock exchange as it may (in consultation with the Representatives) decide.
(j) Unless otherwise agreed between the Republic and the Underwriters, to the Republic will pay or cause to be paid all expenses incident to the performance of its obligations under this AgreementStandard Terms, including: (i) the fees, disbursements and expenses of the Republic's ’s counsel in connection with the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any Preliminary Prospectus SupplementProspectus, the Final Prospectus, any Issuer Free Writing Prospectus and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specifiedreasonably requested by the Underwriters and dealers, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state law and all expenses in connection with the qualification of the Securities for offer and sale under state law as provided in Section 5(d6(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the qualification of the offering of the Securities by the National Association of Securities DealersFinancial Industry Regulatory Authority, Inc., if applicable, (v) all costs and expenses incident to listing any Securities on the Luxembourg Stock Exchangeany agreed stock exchange in respect of an issuance of Securities, (vi) the cost of printing certificates representing any Securities, (vii) the costs and charges of any fiscal listing agent, trustee, transfer agent, registrar or depositary, (viii) the costs and expenses incurred by the Underwriters relating to investor presentations on the "“road show" ” (other than the Underwriters' ’ own travel and lodging expenses for such road show) undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations) with the prior approval of the Republic, travel (including all land and air transportation) and lodging expenses of the representatives and officials of the Republic attending the road show and any such consultants consultants, (ix) fees and expenses related to obtaining a rating or ratings from a rating agency or agencies and (ixx) all other costs and expenses incident to the performance of the obligations of the Republic hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 6 8 and the last paragraph of Section 8 10 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make. The Underwriters shall deduct all fees and expenses payable by the Republic pursuant to this subsection (gj) which the Underwriters have incurred on or prior to the Closing Date from the amount delivered to the Republic in payment for the Securities; provided, however, that the amounts so deducted shall be specified to approved by the Republic in writing.
(k) The Republic will (i) prepare a Bahasa Indonesia version of this Standard Terms in a form reasonably acceptable to the Underwriters, if required by, and in accordance with, the implementing Presidential Regulations enacted pursuant to Law No. 24 of 2009 on Flag, Language, National Emblem and National Anthem (“Law 24/2009”) or any clarifications, interpretations, rules or regulations relating to Law 24/2009 issued by authorized officials of the Government of the Republic which have the force of law, (ii) take all necessary steps and actions to comply with any implementation of regulations enacted with respect to Law 24/2009, (iii) prepare a Bahasa Indonesia translation in respect of any Terms Agreement entered into in relation to this Standard Terms and (iv) prepare and execute a Bahasa Indonesia translation in respect of any supplement or amendment hereto. For the avoidance of doubt, the existence of two versions of this Standard Terms is not to be construed by any party to create duplication or multiplication of the rights and obligations of the parties under the English version. The parties hereto agree for the benefit of the other parties that (a) the English version of this Standard Terms shall prevail for all purposes (including but not limited to interpretation and determination of the terms and conditions of this Standard Terms and any Securities issued or to be issued hereunder) in the event of any discrepancy between the English version of this Standard Terms and the Bahasa Indonesia version (if any) and (b) the parties hereto agree that the Bahasa Indonesia version shall be interpreted in the same manner as the English version of this Standard Terms.
(l) All documents to be delivered hereunder by the Republic shall be in English or accompanied by an English translation.
(m) The Republic will pay any stamp duty or other documentary, issue, transaction, value added or similar tax or duty, including interest and penalties, payable in relation to the execution, enforcement or delivery of this Standard Terms, the Terms Agreement or the Indenture or the issue and distribution of the Securities as contemplated in the Terms Agreement.
Appears in 1 contract
Covenants of the Republic. In further consideration The Republic agrees with each of the agreements of the Underwriters herein contained, the Republic covenants with each Underwriter as followsUnderwriters:
(a) To furnish prepare one or more Prospectus Supplements in a form approved by you and to United States counsel for the Underwriters, without charge, one signed copy of the Registration Statement (including exhibits thereto) in the form in which it became effective and all amendments thereto.
(b) To file with the Commission within the applicable period specified in any such Prospectus Supplements pursuant to Rule 424(b) under the Act not later than the Commission’s close of business on the second business day following the date hereof, or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Act; to advise you, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Prospectus or Prospectus Supplements, or any amended or supplemented Prospectuses, of the suspension of the qualification of the Securities Act for offering or sale in any prospectus jurisdiction in the United States or any other jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or any amended or supplemented Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Prospectus or any amended or supplemented Prospectus or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order;
(b) Promptly from time to time to take such action as you may reasonably request to qualify the Securities for offering and sale under the securities laws of such jurisdictions as you may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Securities, provided that in connection therewith the Republic shall not be required to be filed pursuant qualify as a foreign corporation or to such Rule.file a general consent to service of process in any jurisdiction;
(c) IfTo furnish the Underwriters with copies of the Prospectus in such quantities as you may from time to time reasonably request, during such period and, if the delivery of a prospectus is required at any time prior to the expiration of nine months after the first date time of issue of the public Prospectus in connection with the offering or sale of the Securities as in the opinion of counsel for the Underwriters the Prospectus is required by law to be delivered in connection with sales by an Underwriter or dealer, and if at such time any event shall occur or condition exist have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it is shall be necessary during such time period to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expenseAct, to the Representatives, either (i) amendments notify you and upon your request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as you may from time to time reasonably request of an amended Prospectus or supplements a supplement to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with law, or (ii) if the Republic so elects a Form 18-K or an amendment thereto which will correct such statement or omission or effect such compliance; provided, however, if and in case any such amendment or supplement Underwriter is required to be prepared and filed after deliver a prospectus in connection with sales of any of the expiration of Securities at any time nine months or more after the time of issue of the Prospectus, upon your request but at the Underwriters shall reimburse expense of such Underwriter, to prepare and deliver to such Underwriter as many copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Republic for its reasonable and documented costs and expenses (including without limitation, all fees and expenses of counsel, auditors and printing fees) in connection with supplying the Underwriters with copies thereof.Act;
(d) To endeavorWithout prejudice to its obligations under Section 5(c) above, with the assistance Republic will notify each Underwriter promptly of any change affecting any of its representations, warranties, agreements and indemnities herein at any time prior to payment being made to the Underwriters, Republic at the Time of Delivery and take such steps as may be reasonably requested by any Underwriter to qualify remedy and/or publicize the Securities for offer same;
(e) Between the date hereof and sale under the securities or Blue Sky laws Time of such jurisdictions as the Representatives shall reasonably request; provided, however, that Delivery (both dates inclusive) the Republic will not without the prior approval of the Underwriters (such approval not to be obligated to file unreasonably withheld), make any consent to, or take any action that official announcement which would subject it to, general or unlimited service have an adverse effect on the marketability of process or waiver of immunity (including, without limitation, waiver of sovereign immunity) in any jurisdiction in which it is not otherwise so subject.the Securities;
(ef) During the period beginning from the date of the Terms Agreement and continuing to hereof through and including the earlier of (i) such time as the Representatives may notify the Republic and (ii) the Time of Delivery, the Republic will not not, without the prior written consent of each Underwriter, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Republic which are substantially similar and having a tenor of more than one year from time of delivery (except that such consent is not required to extend the Securities, without maturity of the Representatives' prior written consent.Republic’s yen denominated notes due 2008 through a private transaction);
(fg) Unless otherwise agreed between The Republic will pay (i) any stamp duty, issue, registration, documentary or other taxes and duties, including interest and penalties payable on or in connection with the Republic creation, issue and offering of the UnderwritersSecurities or the enforcement or delivery of this Agreement, the Fiscal Agency Agreement or the Securities and imposed by Venezuela, the United States or Luxembourg or by any subdivision of or authority in any of the foregoing countries; and (ii) in addition to pay or cause to be paid all expenses incident to the performance of its obligations any amount payable by it under this Agreement, including: any value added, turnover or similar tax payable in Venezuela in respect of that amount, including any withholding taxes which may be payable to the Underwriters pursuant to Section 1(k) hereof or any element of the fees and expenses payable pursuant to Section 6 hereof (and references in this Agreement to any such amount shall be deemed to include any such taxes so payable in addition to it);
(h) The Republic agrees to make generally available to its securityholders, as soon as practicable, a statement in the English language of the revenues and expenditures of the Republic covering the first full fiscal year of the Republic commencing after the date hereof which will satisfy Section 11(a) of the Act and the rules and regulations of the Commission thereunder; and
(i) the fees, disbursements and expenses of the Republic's counsel in connection with the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any Preliminary Prospectus Supplement, the Prospectus and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of The Republic agrees that it will make an application for the Securities to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state law and all expenses in connection with the qualification of the Securities for offer and sale under state law as provided in Section 5(d) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the qualification of the offering of the Securities by the National Association of Securities Dealers, Inc., (v) all costs and expenses incident to listing any Securities be listed on the Luxembourg Stock Exchange (the “Stock Exchange”). If such application is denied by the Stock Exchange, (vi) or the cost of printing certificates representing any Securities, (vii) the costs and charges of any fiscal agent, transfer agent, registrar or depositary, (viii) the costs and expenses incurred by the Underwriters relating to investor presentations Securities are otherwise not listed on the "road show" (Stock Exchange within 90 days of the Time of Delivery, the Republic will use its best efforts to obtain, and thereafter to maintain, a quotation for, or listing of, the Securities on such other than stock exchange as is commonly used for the Underwriters' own travel and lodging expenses for such road show) undertaken in connection quotation or listing of debt securities as it may, with the marketing of the offering of the Securities, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations) with the prior approval of the RepublicUnderwriters (such approval not to be unreasonably withheld), travel (including all land and air transportation) and lodging expenses of the representatives and officials of the decide. The Republic attending the road show and any agrees to use its best efforts to maintain such consultants and (ix) all other costs and expenses incident to the performance of the obligations of the Republic hereunder listing for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 6 and the last paragraph of Section 8 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of long as any of the Securities by them are outstanding. However, if the maintenance of such listing becomes unduly onerous, the Republic will use its best efforts to obtain, and any advertising expenses connected thereafter to maintain, a quotation for, or listing of, the Securities on such other stock exchange as is commonly used for the quotation or listing of debt securities as it may, with any offers they may makethe approval of the Underwriters (such approval not to be unreasonably withheld), decide. The Underwriters shall deduct all fees and expenses payable Republic confirms the arrangements made on its behalf by the Republic pursuant to this subsection (g) which the Underwriters have incurred on or prior to the Closing Date from the amount delivered to for announcements in respect of the Republic to be published on such dates and in payment for such newspapers or other publications as may be required in order to obtain the Securities; provided, however, that listing of the amounts so deducted shall be specified to Securities on the Republic in writingStock Exchange.
Appears in 1 contract
Samples: Underwriting Agreement (Bolivarian Republic of Venezuela)
Covenants of the Republic. In further consideration The Republic agrees with each of the agreements of the several Underwriters herein contained, the Republic covenants with each Underwriter as follows:
(a) To furnish The Republic will notify the Representatives promptly if at any time prior to United States counsel for the Underwriters, without charge, one signed copy payment of the Registration Statement (including exhibits thereto) Purchase Price to the Republic and fulfillment of all of the conditions precedent set forth in Section 9 anything occurs which renders or may render untrue or incorrect in any material respect any of the form representations and warranties contained in which it became effective Section 5 and all amendments theretowill forthwith take such steps as the Representatives may reasonably require to remedy the fact.
(b) To Promptly after the execution and delivery of this Agreement and the effective date of the Registration Statement, the Republic will file the Prospectus Supplement, in a form approved by the Representatives, such approval not to be unreasonably withheld, with the Commission pursuant to Rule 424 of the Securities Act, within the applicable time period specified in Rule 424(b) prescribed for such filing by the rules and regulations under the Securities Act setting forth, among other things, the necessary information with respect to the terms of the offering of the Securities. The Republic will furnish to the Representatives prior to the filing thereof with the Commission, a copy of any prospectus amendment or supplement to the Registration Statement, the Prospectus Supplement or the Final Prospectus (other than any amendment or supplement to the Registration Statement relating to an offering of securities other than the Securities) providing reasonable opportunity for comment. The Republic will promptly deliver to each of the Underwriters and to their counsel copies of the Registration Statement in the form when it becomes effective and all amendments or supplements thereto hereafter made, which relate to the Securities including any post effective amendment (in each case including all exhibits filed therewith and all documents incorporated therein not previously furnished to the Underwriters), including signed copies of each consent and certificate included therein or filed as an exhibit thereto, and will deliver to each of the Underwriters as many unsigned copies of the foregoing (excluding the exhibits) as the Underwriters may reasonably request. The Republic will also send to the Underwriters as soon as practicable after the date of this Agreement and thereafter from time to time as many copies of the Final Prospectus as any of the Underwriters or dealers may reasonably request for the purposes required to be filed pursuant to such Ruleby the Securities Act.
(c) If, during During such period (not exceeding nine months) after the first date commencement of the public offering of the Securities as in the opinion of counsel for the Underwriters the Prospectus is or any dealer may be required by law to be delivered in connection with sales by an Underwriter or dealerdeliver a prospectus, if any event shall occur relating to or condition exist as a result affecting the Republic, or of which the Republic, shall be advised in writing by the Representatives, shall occur, which should be set forth in a supplement to or an amendment of the Final Prospectus in order to make the statements set forth in the Final Prospectus, in the light of the circumstances under which they were made, not misleading, or if it is necessary to amend the Final Prospectus to comply with the Securities Act, the Republic will forthwith at its expense prepare and furnish to the Underwriters and the dealers named by any of the Underwriters a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Final Prospectus which will supplement or amend the Final Prospectus so that as supplemented or amended it will comply with the Securities Act and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaserunder which they were made, not misleading, misleading (the purchaser not knowing of such untruth or if, in the opinion of counsel for the Underwriters, it is necessary to amend omission). In case any Underwriter or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Representatives, either (i) amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with law, or (ii) if the Republic so elects a Form 18-K or an amendment thereto which will correct such statement or omission or effect such compliance; provided, however, if any such amendment or supplement dealer is required to be prepared and filed deliver a prospectus after the expiration of nine months after the time of issue commencement of the offering of the Securities, the Republic, upon the request of such Underwriter or dealer, will furnish to such Underwriter or dealer, a reasonable quantity of a supplemented or amended Final Prospectus, or supplements or amendments to the Underwriters shall reimburse Final Prospectus, complying with Section 10(a) of the Republic for its reasonable and documented costs and expenses (including without limitation, all fees and expenses of counsel, auditors and printing fees) in connection with supplying the Underwriters with copies thereofSecurities Act.
(d) To endeavor, with The Republic will use its best efforts promptly to do and perform all things to be done and performed by it hereunder prior to the assistance Closing Date and to satisfy all conditions precedent to the delivery by it of the UnderwritersSecurities.
(e) The Republic will advise the Representatives promptly of the filing of the Prospectus Supplement pursuant to Rule 424(b) or otherwise and of any amendment or supplement to the Final Prospectus or Registration Statement or of notice of institution of proceeding for, or the entry of, a stop order or of any order preventing or suspending the effectiveness of the Registration Statement or for any request by the Commission for amending or supplementing of the Registration Statement, the Prospectus Supplement or the Final Prospectus or for additional information, in each case in respect of the offering of the Securities and, in the event of the issuance of any stop order or of any order preventing or suspending the use of the Final Prospectus or suspending any such qualification, use its best efforts to obtain the prompt withdrawal thereof.
(f) The Republic will take such actions as the Representatives may reasonably request to qualify the Securities for offer and sale under the securities or Blue Sky or legal investment laws of such jurisdictions in the United States and under the legal investment laws of such jurisdictions outside the United States as the Representatives shall may reasonably requestdesignate, and will file and make in each year such statements or reports as are or may be reasonably required by the laws of such jurisdictions inside or outside the United States and to maintain such qualifications; provided, however, that the Republic will shall not be obligated required to qualify as a foreign corporation or dealer in securities under the laws of any jurisdiction other than as set forth in this Agreement and the Fiscal Agency Agreement or to file any a general consent to, or take any action that would subject it to, general or unlimited to service of process or waiver of immunity (including, without limitation, waiver of sovereign immunity) in any jurisdiction in which it is not otherwise so subjectjurisdiction.
(ei) During The payment by Peru of principal of or interest on the period beginning from Securities will be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by Peru, any political subdivision thereof or any taxing authority in Peru. If Peru is required by law to make any such withholding or deduction, it will pay such additional amounts (“Additional Amounts”) as may be necessary in order to ensure that the date net amounts receivable by the holders of Securities after such withholding or deduction shall equal the amount that would have been receivable in respect of the Terms Agreement and continuing Securities in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to and including any Security to or on behalf of a holder who is liable for taxes or duties in respect of such Security (a) by reason of such holder having some connection with Peru other than the earlier mere holding of such Security or the receipt of principal of or interest on any Security; (ib) by reason of the failure to comply with any reasonable certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with Peru, or any political subdivision or taxing authority thereof or therein, of the holder of a Security or any interest therein or rights in respect thereof, if compliance is required by Peru, or any political subdivision or taxing authority thereof or therein, pursuant to applicable law or to any international treaty in effect, as a precondition to exemption from such time as deduction or withholding; or (c) by reason of the Representatives may notify failure of such holder to present such holder’s Security for payment within 30 days after the Republic and principal of or interest on any Security is first made available to payment to the holder.
(ii) No Additional Amounts shall be payable in respect of any Security to a holder that is a fiduciary or partnership or other than the Time sole beneficial owner of Deliverysuch Security, to the extent the beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner would not have been entitled to receive payment of the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the holder of such Security.
(h) From the date hereof through the period ending 30 days after the Closing Date, the Republic will not offer, sell, contract to sell or otherwise dispose of any ensure that no other dollar-denominated debt securities issued or guaranteed by of the Republic (other than debt securities with a maturity of one year or less) are placed or sold in the international capital markets, directly or indirectly on its behalf, in any manner which are substantially similar to the Securities, without the Representatives' prior written consent.
(f) Unless otherwise agreed between the Republic and the Underwriters, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Republic's counsel in connection with the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any Preliminary Prospectus Supplement, the Prospectus and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealersmight, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery reasonable opinion of the Securities to the UnderwritersRepresentatives, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state law and all expenses in connection with the qualification of the Securities for offer and sale under state law as provided in Section 5(d) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the qualification of the offering of the Securities by the National Association of Securities Dealers, Inc., (v) all costs and expenses incident to listing any Securities have a detrimental effect on the Luxembourg Stock Exchange, (vi) the cost of printing certificates representing any Securities, (vii) the costs successful offering and charges of any fiscal agent, transfer agent, registrar or depositary, (viii) the costs and expenses incurred by the Underwriters relating to investor presentations on the "road show" (other than the Underwriters' own travel and lodging expenses for such road show) undertaken in connection with the marketing of the offering distribution of the Securities, including, without limitation, expenses associated with unless the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations) with the prior approval of the Republic, travel (including all land and air transportation) and lodging expenses of the representatives and officials of the Republic attending the road show and any such consultants and (ix) all other costs and expenses incident to the performance of the obligations of the Republic hereunder for which provision is not Representatives otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 6 and the last paragraph of Section 8 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make. The Underwriters shall deduct all fees and expenses payable by the Republic pursuant to this subsection (g) which the Underwriters have incurred on or prior to the Closing Date from the amount delivered to the Republic in payment for the Securities; provided, however, that the amounts so deducted shall be specified to the Republic agree in writing.
Appears in 1 contract
Covenants of the Republic. In further consideration The Republic agrees with each of the agreements of the several Underwriters herein contained, the Republic covenants with each Underwriter as follows:
(a) To furnish The Republic will notify the Representatives promptly if at any time prior to United States counsel for the Underwriters, without charge, one signed copy payment of the Registration Statement (including exhibits thereto) Purchase Price to the Republic and fulfillment of all of the conditions precedent set forth in Section 9 anything occurs which renders or may render untrue or incorrect in any material respect any of the form representations and warranties contained in which it became effective Section 5 and all amendments theretowill forthwith take such steps as the Representatives may reasonably require to remedy the fact.
(b) To Promptly after the execution and delivery of this Agreement and the effective date of the Registration Statement, the Republic will file the Prospectus Supplement, in a form approved by the Representatives, such approval not to be unreasonably withheld, with the Commission pursuant to Rule 424 of the Securities Act, within the applicable time period specified in Rule 424(b) prescribed for such filing by the rules and regulations under the Securities Act setting forth, among other things, the necessary information with respect to the terms of the offering of the Securities. The Republic will furnish to the Representatives prior to the filing thereof with the Commission, a copy of any prospectus amendment or supplement to the Registration Statement, the Prospectus Supplement or the Final Prospectus (other than any amendment or supplement to the Registration Statement relating to an offering of securities other than the Securities) providing reasonable opportunity for comment. The Republic will promptly deliver to each of the Underwriters and to their counsel copies of the Registration Statement in the form when it becomes effective and all amendments or supplements thereto hereafter made, which relate to the Securities including any post effective amendment (in each case including all exhibits filed therewith and all documents incorporated therein not previously furnished to the Underwriters), including signed copies of each consent and certificate included therein or filed as an exhibit thereto, and will deliver to each of the Underwriters as many unsigned copies of the foregoing (excluding the exhibits) as the Underwriters may reasonably request. The Republic will also send to the Underwriters as soon as practicable after the date of this Agreement and thereafter from time to time as many copies of the Final Prospectus as any of the Underwriters or dealers may reasonably request for the purposes required to be filed pursuant to such Ruleby the Securities Act.
(c) If, during During such period (not exceeding nine months) after the first date commencement of the public offering of the Securities as in the opinion of counsel for the Underwriters the Prospectus is or any dealer may be required by law to be delivered in connection with sales by an Underwriter or dealerdeliver a prospectus, if any event shall occur relating to or condition exist as a result affecting the Republic, or of which the Republic, shall be advised in writing by the Representatives, shall occur, which should be set forth in a supplement to or an amendment of the Final Prospectus in order to make the statements set forth in the Final Prospectus, in the light of the circumstances under which they were made, not misleading, or if it is necessary to amend the Final Prospectus to comply with the Securities Act, the Republic will forthwith at its expense prepare and furnish to the Underwriters and the dealers named by any of the Underwriters a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Final Prospectus which will supplement or amend the Final Prospectus so that as supplemented or amended it will comply with the Securities Act and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaserunder which they were made, not misleading, misleading (the purchaser not knowing of such untruth or if, in the opinion of counsel for the Underwriters, it is necessary to amend omission). In case any Underwriter or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Representatives, either (i) amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with law, or (ii) if the Republic so elects a Form 18-K or an amendment thereto which will correct such statement or omission or effect such compliance; provided, however, if any such amendment or supplement dealer is required to be prepared and filed deliver a prospectus after the expiration of nine months after the time of issue commencement of the offering of the Securities, the Republic, upon the request of such Underwriter or dealer, will furnish to such Underwriter or dealer, a reasonable quantity of a supplemented or amended Final Prospectus, or supplements or amendments to the Underwriters shall reimburse Final Prospectus, complying with Section 10(a) of the Republic for its reasonable and documented costs and expenses (including without limitation, all fees and expenses of counsel, auditors and printing fees) in connection with supplying the Underwriters with copies thereofSecurities Act.
(d) To endeavor, with The Republic will use its best efforts promptly to do and perform all things to be done and performed by it hereunder prior to the assistance Closing Date and to satisfy all conditions precedent to the delivery by it of the UnderwritersSecurities.
(e) The Republic will advise the Representatives promptly of the filing of the Prospectus Supplement pursuant to Rule 424(b) or otherwise and of any amendment or supplement to the Final Prospectus or Registration Statement or of notice of institution of proceeding for, or the entry of, a stop order or of any order preventing or suspending the effectiveness of the Registration Statement or for any request by the Commission for amending or supplementing of the Registration Statement, the Prospectus Supplement or the Final Prospectus or for additional information, in each case in respect of the offering of the Securities and, in the event of the issuance of any stop order or of any order preventing or suspending the use of the Final Prospectus or suspending any such qualification, use its best efforts to obtain the prompt withdrawal thereof.
(f) The Republic will take such actions as the Representatives may reasonably request to qualify the Securities for offer and sale under the securities or Blue Sky or legal investment laws of such jurisdictions in the United States and under the legal investment laws of such jurisdictions outside the United States as the Representatives shall may reasonably requestdesignate, and will file and make in each year such statements or reports as are or may be reasonably required by the laws of such jurisdictions inside or outside the United States and to maintain such qualifications; provided, however, that the Republic will shall not be obligated required to qualify as a foreign corporation or dealer in securities under the laws of any jurisdiction other than as set forth in this Agreement and the Fiscal Agency Agreement or to file any a general consent to, or take any action that would subject it to, general or unlimited to service of process or waiver of immunity (including, without limitation, waiver of sovereign immunity) in any jurisdiction in which it is not otherwise so subjectjurisdiction.
(ei) During The payment by Peru of principal of or interest on the period beginning from Securities will be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by Peru, any political subdivision thereof or any taxing authority in Peru. If Peru is required by law to make any such withholding or deduction, it will pay such additional amounts ("Additional Amounts") as may be necessary in order to ensure that the date net amounts receivable by the holders of Securities after such withholding or deduction shall equal the amount that would have been receivable in respect of the Terms Agreement and continuing Securities in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to and including any Security to or on behalf of a holder who is liable for taxes or duties in respect of such Security (a) by reason of such holder having some connection with Peru other than the earlier mere holding of such Security or the receipt of principal of or interest on any Security; (ib) by reason of the failure to comply with any reasonable certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with Peru, or any political subdivision or taxing authority thereof or therein, of the holder of a Security or any interest therein or rights in respect thereof, if compliance is required by Peru, or any political subdivision or taxing authority thereof or therein, pursuant to applicable law or to any international treaty in effect, as a precondition to exemption from such time as deduction or withholding; or (c) by reason of the Representatives may notify failure of such holder to present such holder's Security for payment within 30 days after the Republic and principal of or interest on any Security is first made available to payment to the holder.
(ii) No Additional Amounts shall be payable in respect of any Security to a holder that is a fiduciary or partnership or other than the Time sole beneficial owner of Deliverysuch Security, to the extent the beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner would not have been entitled to receive payment of the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the holder of such Security.
(h) From the date hereof through the period ending 30 days after the Closing Date, the Republic will not offer, sell, contract to sell or otherwise dispose of any ensure that no other dollar-denominated debt securities issued or guaranteed by of the Republic (other than debt securities with a maturity of one year or less) are placed or sold in the international capital markets, directly or indirectly on its behalf, in any manner which are substantially similar to the Securities, without the Representatives' prior written consent.
(f) Unless otherwise agreed between the Republic and the Underwriters, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Republic's counsel in connection with the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any Preliminary Prospectus Supplement, the Prospectus and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealersmight, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery reasonable opinion of the Securities to the UnderwritersRepresentatives, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state law and all expenses in connection with the qualification of the Securities for offer and sale under state law as provided in Section 5(d) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the qualification of the offering of the Securities by the National Association of Securities Dealers, Inc., (v) all costs and expenses incident to listing any Securities have a detrimental effect on the Luxembourg Stock Exchange, (vi) the cost of printing certificates representing any Securities, (vii) the costs successful offering and charges of any fiscal agent, transfer agent, registrar or depositary, (viii) the costs and expenses incurred by the Underwriters relating to investor presentations on the "road show" (other than the Underwriters' own travel and lodging expenses for such road show) undertaken in connection with the marketing of the offering distribution of the Securities, including, without limitation, expenses associated with unless the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations) with the prior approval of the Republic, travel (including all land and air transportation) and lodging expenses of the representatives and officials of the Republic attending the road show and any such consultants and (ix) all other costs and expenses incident to the performance of the obligations of the Republic hereunder for which provision is not Representatives otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 6 and the last paragraph of Section 8 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make. The Underwriters shall deduct all fees and expenses payable by the Republic pursuant to this subsection (g) which the Underwriters have incurred on or prior to the Closing Date from the amount delivered to the Republic in payment for the Securities; provided, however, that the amounts so deducted shall be specified to the Republic agree in writing.
Appears in 1 contract
Covenants of the Republic. In further consideration of the agreements of the Underwriters herein contained, the Republic covenants with each Underwriter as follows:
(a) To The Republic will furnish to United States counsel for the Underwriters, without charge, one signed copy of the Registration Statement (including exhibits thereto) in the form in which it became effective and all amendments thereto.
(b) To The Republic will notify the Underwriters promptly after becoming aware of any breach or prospective breach of any of its representations, warranties, agreements or indemnities in this Standard Terms and take such steps at its own expense as may be reasonably requested by the Underwriters to remedy any such breach prior to an issuance of Securities.
(c) Promptly after the Execution Time, the Republic will prepare a final term sheet, containing a description of the final terms of the Securities, substantially in the form attached hereto as Exhibit F (the “Final Term Sheet”), and will file such term sheet pursuant to Rule 433(d) under the Act within the time period required by such rule. The Republic represents and agrees that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Representatives, it has not made and will not make any offer relating to the Securities that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a free writing prospectus required to be filed by the Republic with the Commission or retained by the Republic under Rule 433 under the Act; provided that the prior written consent of the Representatives shall be deemed to have been given in respect of (i) the free writing prospectuses included in Schedule B of the Terms Agreement and (ii) the Final Term Sheet. Any such free writing prospectus consented to or deemed consented to by the Representatives pursuant to this Section 6(c) is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Republic agrees that it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and that it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
(d) The Republic will file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus and any amendment or supplement thereto required to be filed pursuant to such RuleRule and will advise the Underwriters promptly of any such filing or when any Rule 462(b) Registration Statement shall have been filed with the Commission. The Republic will advise the Underwriters promptly of official notice of institution of proceeding for, or the entry of, a stop order suspending the effectiveness of the Registration Statement and, if such a stop order should be entered, use its best efforts to obtain the prompt withdrawal thereof. The final prospectus supplement relating to the Securities in the form first filed with the Commission after the Execution Time pursuant to Rule 424 of the rules and regulations of the Commission under the Act is hereinafter called the “Final Prospectus Supplement”, and the Base Prospectus as supplemented by the Final Prospectus Supplement is hereinafter called the “Final Prospectus”. The Republic will send to the Underwriters as many copies of the Final Prospectus as any of the Underwriters may reasonably request for the purposes required by the Act.
(ce) If, during after the Execution Time and prior to the expiration of such period after the first date of the public offering of the Securities as during which in the opinion of counsel for the Underwriters the Final Prospectus is required by law to be delivered in connection with sales by an Underwriter or dealerdealer (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event shall occur or condition exist as a result of which it is necessary to amend or supplement either the Disclosure Package and the Final Term Sheet or the Final Prospectus as then supplemented in order to make the statements therein, in the light of the circumstances under which they were made or when the Final Prospectus as then supplemented is delivered to a purchaser, as the case may be, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Final Prospectus to comply with applicable law, the Republic will forthwith to prepare, file with the Commission Commission, and furnish, at its own expense, to the Representatives, Representatives either (i) amendments an amendment or supplements supplement or Issuer Free Writing Prospectus or new registration statement which will correct such statement or omission or effect such compliance, and use its best efforts to have any amendment to the Prospectus so that the statements Registration Statement or new registration statement declared effective as soon as practicable in the Prospectus as so amended or supplemented will not, order to avoid any disruption in the light use of the circumstances when the Final Prospectus is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with law, or (ii) if the Republic so elects a Form 18-K or an amendment thereto which will correct such statement or omission or effect such compliance; provided, however, if . The Republic will supply any such supplemented Final Prospectus to the Underwriters in such quantities as the Underwriters may reasonably request. Before filing any amendment to the Registration Statement or distributing any amendment or supplement is required to be prepared and filed after the expiration of nine months after Disclosure Package or the time of issue of the Final Prospectus, the Republic will afford the Representatives a reasonable opportunity to comment on each proposed amendment or supplement. The Republic will not file any amendment to the Registration Statement or supplement to the Disclosure Package or Final Prospectus to which the Underwriters shall reimburse the Republic for its reasonable and documented costs and expenses (including without limitation, all fees and expenses of counsel, auditors and printing fees) have reasonably objected in connection with supplying the Underwriters with copies thereofwriting.
(df) To The Republic will endeavor, with the assistance of the Underwriters, to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives shall reasonably requestrequest and will maintain such qualifications in effect so long as required for the distribution of the Securities; provided, however, that the Republic will not be obligated to file any consent to, or take any action that would subject it to, general or unlimited service of process or waiver of immunity (including, without limitation, waiver of sovereign immunity) in any jurisdiction in which it is not otherwise now so subject.
(eg) During the period beginning from the date of the Terms Agreement and continuing to and including the earlier of (i) such time as the Representatives may notify the Republic and (ii) the Time of DeliveryClosing Date, the Republic will not offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Republic which are substantially similar to the Securities, without the Representatives' ’ prior written consent.
(fh) The Republic shall co-operate with the Representatives and use its best efforts to permit the Securities to be eligible for clearance and settlement through DTC, Euroclear and Clearstream Luxembourg, as applicable.
(i) The Republic confirms that it will make or cause to be made an application on its behalf for the Securities to be listed on each official list and/or securities exchange named in the Terms Agreement hereto (each a “Stock Exchange”) on or prior to the Closing Date to the extent necessary to list the Securities thereon. The Republic agrees to deliver or cause to be delivered to each Stock Exchange copies of such documents as may be reasonably required for the purpose of obtaining such listing. The Republic agrees to use all reasonable efforts to obtain and maintain such listing for as long as any of the relevant Securities are outstanding, or if such listing is unduly onerous, the Republic will instead use reasonable efforts promptly to obtain and thereafter maintain listing for the Securities on such other stock exchange as it may (in consultation with the Representatives) decide.
(j) Unless otherwise agreed between the Republic and the Underwriters, to the Republic will pay or cause to be paid all expenses incident to the performance of its obligations under this AgreementStandard Terms, including: (i) the fees, disbursements and expenses of the Republic's ’s counsel in connection with the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any Preliminary Prospectus SupplementProspectus, the Final Prospectus, any Issuer Free Writing Prospectus and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specifiedreasonably requested by the Underwriters and dealers, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state law and all expenses in connection with the qualification of the Securities for offer and sale under state law as provided in Section 5(d6(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the qualification of the offering of the Securities by the National Association of Securities DealersFinancial Industry Regulatory Authority, Inc., if applicable, (v) all costs and expenses incident to listing any Securities on the Luxembourg Stock Exchangeany agreed stock exchange in respect of an issuance of Securities, (vi) the cost of printing certificates representing any Securities, (vii) the costs and charges of any fiscal listing agent, trustee, transfer agent, registrar or depositary, (viii) the costs and expenses incurred by the Underwriters relating to investor presentations on the "“road show" ” (other than the Underwriters' ’ own travel and lodging expenses for such road show) undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations) with the prior approval of the Republic, travel (including all land and air transportation) and lodging expenses of the representatives and officials of the Republic attending the road show and any such consultants consultants, (ix) fees and expenses related to obtaining a rating or ratings from a rating agency or agencies and (ixx) all other costs and expenses incident to the performance of the obligations of the Republic hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 6 8 and the last paragraph of Section 8 10 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make. The Underwriters shall deduct all fees and expenses payable by the Republic pursuant to this subsection (gj) which the Underwriters have incurred on or prior to the Closing Date from the amount delivered to the Republic in payment for the Securities; provided, however, that the amounts so deducted shall be specified to approved by the Republic in writing.
(k) The Republic will (i) prepare a Bahasa Indonesia version of this Standard Terms in a form reasonably acceptable to the Underwriters, if required by, and in accordance with, the implementing Presidential Regulations enacted pursuant to Law No. 24 of 2009 on Flag, Language, National Emblem and National Anthem (“Law 24/2009”) or any clarifications, interpretations, rules or regulations relating to Law 24/2009 issued by authorized officials of the Government of the Republic which have the force of law, (ii) take all necessary steps and actions to comply with any implementation of regulations enacted with respect to Law 24/2009, (iii) prepare a Bahasa Indonesia translation in respect of any Terms Agreement entered into in relation to this Standard Terms and (iv) prepare and execute a Bahasa Indonesia translation in respect of any supplement or amendment hereto. For the avoidance of doubt, the existence of two versions of this Standard Terms is not to be construed by any party to create duplication or multiplication of the rights and obligations of the parties under the English version. The parties hereto agree for the benefit of the other parties that (a) the English version of this Standard Terms shall prevail for all purposes (including but not limited to interpretation and determination of the terms and conditions of this Standard Terms and any Securities issued or to be issued hereunder) in the event of any discrepancy between the English version of this Standard Terms and the Bahasa Indonesia version (if any) and (b) the parties hereto agree that the Bahasa Indonesia version shall be interpreted in the same manner as the English version of this Standard Terms.
(l) All documents to be delivered hereunder by the Republic shall be in English or accompanied by an English translation.
(m) The Republic will pay any stamp duty or other documentary, issue, transaction, value added or similar tax or duty, including interest and penalties, payable in relation to the execution, enforcement or delivery of this Standard Terms, the Terms Agreement or the Indenture or the issue and distribution of the Securities as contemplated in the Terms Agreement.
Appears in 1 contract
Covenants of the Republic. In further consideration of (a) From the agreements of Commencement Date until the Underwriters herein containedClosing Date, the Republic covenants with each Underwriter as follows:
will advise you promptly of (ai) To the Republic’s decision not to accept any Eligible Notes Offered for tender or exchange, (ii) any proposal by the Republic to amend or supplement in any material respect the Invitation Material, (iii) the issuance of any material order or the taking of any other material action by any administrative or judicial tribunal or other governmental agency or instrumentality concerning the Invitation (and, if in writing, will furnish you a copy thereof) and (iv) any other information relating to United States counsel for the Underwriters, without charge, one signed copy of the Registration Statement (including exhibits thereto) in the form in Invitation which it became effective and all amendments thereto.
(b) To file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required you may from time to be filed pursuant to such Rule.
(c) If, during such period after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters the Prospectus is required by law to be delivered in connection with sales by an Underwriter or dealer, time reasonably request. The Republic agrees that if any event shall occur occurs or condition exist exists as a result of which it is the Invitation Material would, in its reasonable judgment, include an untrue statement of a material fact, or omit to state any material fact necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus Invitation Material is delivered to a purchaserHolder, not misleading, or ifthe Republic shall immediately notify you, in the opinion of counsel for the Underwriters, it is necessary to amend prepare an amendment or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Representatives, either (i) amendments or supplements to the Prospectus so Invitation Material that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with law, or (ii) if the Republic so elects a Form 18-K or an amendment thereto which will correct such statement or omission omission, and supply such amended or effect such compliance; provided, however, if any supplemented Invitation Material to you immediately prior to distribution of such amendment or supplement is required to be prepared and filed after the expiration of nine months after the time of issue of the Prospectus, the Underwriters shall reimburse the Republic for its reasonable and documented costs and expenses (including without limitation, all fees and expenses of counsel, auditors and printing fees) in connection with supplying the Underwriters with copies thereof.Invitation Material to Holders;
(db) To endeavorThe Republic will not amend or supplement in any material respect the Prospectus Supplement, other than by filing documents with the assistance Commission that are incorporated by reference therein, without the prior written consent of each Dealer Manager (which consent will not be unreasonably withheld). The Republic will promptly advise each Dealer Manager when any document that is incorporated by reference in the Underwriters, to qualify Prospectus Supplement is filed with the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives shall reasonably request; provided, however, Commission (it being understood that the Republic is not obligated to provide drafts of any such documents to the Dealer Managers prior to filing); and
(c) The Republic further agrees it will not be obligated to file any consent totake, directly or take indirectly, any action that would subject it to, general is designed to cause or unlimited service of process result in stabilization or waiver of immunity (including, without limitation, waiver of sovereign immunity) in any jurisdiction in which it is not otherwise so subject.
(e) During the period beginning from the date manipulation of the Terms Agreement and continuing to and including the earlier of (i) such time as the Representatives may notify the Republic and (ii) the Time of Delivery, the Republic will not offer, sell, contract to sell or otherwise dispose price of any debt securities issued or guaranteed by to facilitate the Republic which are substantially similar to the Securities, without the Representatives' prior written consent.
(f) Unless otherwise agreed between the Republic and the Underwriters, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses tender exchange of the Republic's counsel in connection with the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any Preliminary Prospectus Supplement, the Prospectus and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, Eligible Notes in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state law and all expenses in connection with the qualification of the Securities for offer and sale under state law as provided in Section 5(d) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the qualification of the offering of the Securities by the National Association of Securities Dealers, Inc., (v) all costs and expenses incident to listing any Securities on the Luxembourg Stock Exchange, (vi) the cost of printing certificates representing any Securities, (vii) the costs and charges of any fiscal agent, transfer agent, registrar or depositary, (viii) the costs and expenses incurred by the Underwriters relating to investor presentations on the "road show" (other than the Underwriters' own travel and lodging expenses for such road show) undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations) with the prior approval of the Republic, travel (including all land and air transportation) and lodging expenses of the representatives and officials of the Republic attending the road show and any such consultants and (ix) all other costs and expenses incident to the performance of the obligations of the Republic hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 6 and the last paragraph of Section 8 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make. The Underwriters shall deduct all fees and expenses payable by the Republic pursuant to this subsection (g) which the Underwriters have incurred on or prior to the Closing Date from the amount delivered to the Republic in payment for the Securities; provided, however, that the amounts so deducted shall be specified to the Republic in writingInvitation.
Appears in 1 contract
Samples: Dealer Manager Agreement (Republic of South Africa)
