EU Blocking Regulation Sample Clauses

EU Blocking Regulation. Each International Underwriter and the Company agree and confirm that it is not entitled to the benefit of or does not seek, make or repeat, as appropriate the representation and warranty and undertaking contained Schedule III clause (gg) of this Agreement to the extent that those provisions would result in a violation of Council Regulation (EC) 2271/1996 (the “EU Blocking Regulation”) or any law or regulation implementing the EU Blocking Regulation in any member state of the European Union or the United Kingdom.
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EU Blocking Regulation. Each Underwriter, the Issuer and the Company agrees and confirms that it is not entitled to the benefit of or does not seek, make or repeat, as appropriate the representation and warranty and undertaking contained in sub-clause 1(v) of this Agreement to the extent that those provisions would result in a violation of Council Regulation (EC) 2271/1996 (the “EU Blocking Regulation”) or any law or regulation implementing the EU Blocking Regulation in any member state of the European Union or the United Kingdom. Very truly yours, AEGON FUNDING COMPANY LLC By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Executive Vice President [Signature Page to the Underwriting Agreement] AEGON N.V. By: /s/ J.H.P.M. van Rossum Name: J.H.P.M. van Rossum Title: Head of Corporate Financial Center [Signature Page to the Underwriting Agreement] Accepted as of the date hereof. By: BofA Securities, Inc. By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Managing Director By: Xxxxxx Xxxxxxx & Co. LLC By: /s/ Ian Drewe Name: Ian Drewe Title: Executive Director By: UBS Securities LLC /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Head of Debt Syndicate-Americas /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Executive Director By: Xxxxx Fargo Securities, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director By: X.X. Xxxxxx Securities LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Executive Director By: RBC Capital Markets, LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director SCHEDULE II Underwriters Principal Amount of Securities to be Purchased BofA Securities, Inc. $ 185,000,000 Xxxxxx Xxxxxxx & Co. LLC 185,000,000 Xxxxx Fargo Securities, LLC 185,000,000 UBS Securities LLC 185,000,000 X.X. Xxxxxx Securities LLC 92,500,000 RBC Capital Markets, LLC 92,500,000 Total $ 925,000,000 SCHEDULE III Free Writing Prospectus filed with the Commission under Rule 433
Sample 1See All (4)
EU Blocking Regulation. Each International Underwriter and the Company agree and confirm that it is not entitled to the benefit of or does not seek, make or repeat, as appropriate the representation and warranty and undertaking contained in this Agreement to the extent that those provisions would result in a violation of Council Regulation (EC) 2271/1996 (the “EU Blocking Regulation”) or any law or regulation implementing the EU Blocking Regulation in any member state of the European Union. If the foregoing correctly sets forth the understanding between the Company and the Joint Global Coordinators, the Joint Sponsors, the Joint Representatives, the Joint Bookrunners, the Joint Lead Managers and the International Underwriters, please sign in the space provided below for that purpose, whereupon this Agreement and your acceptance shall become a binding agreement between the Company and the Joint Global Coordinators, the Joint Sponsors, the Joint Representatives, the Joint Bookrunners, the Joint Lead Managers and the International Underwriters, severally (and not jointly or jointly and severally). Very truly yours, For and on behalf of Bilibili Inc. By: Name: Title: For and on behalf of Xxxxxx Xxxxxxx & Co. International plc Name: Title: For and on behalf of Xxxxxx Xxxxxxx & Co. International plc (as attorney on behalf of each of the other Joint Global Coordinators, Joint Bookrunners, Joint Lead Managers and International Underwriters) Name: Title: For and on behalf of Xxxxxxx Sachs (Asia) L.L.C. (incorporated in Delaware, U.S.A. with limited liability) Name: Title: For and on behalf of Xxxxxxx Xxxxx (Asia) L.L.C. (incorporated in Delaware, U.S.A. with limited liability) (as attorney on behalf of each of the other Joint Global Coordinators, Joint Bookrunners, Joint Lead Managers and International Underwriters) Name: Title: For and on behalf of X.X. Xxxxxx Securities (Asia Pacific) Limited Name: Title: For and on behalf of X.X. Xxxxxx Securities (Asia Pacific) Limited (as attorney on behalf of each of the other Joint Global Coordinators, Joint Bookrunners, Joint Lead Managers and International Underwriters) Name: Title: For and on behalf of UBS AG Hong Kong Branch2 Name: Title: Name: Title: 2 UBS AG is incorporated in Switzerland with limited liability. For and on behalf of UBS AG Hong Kong Branch3 (as attorney on behalf of each of the other Joint Global Coordinators, Joint Bookrunners, Joint Lead Managers and International Underwriters) Name: Title: Name: Title: 3 UBS AG is incorpor...
Sample 1
EU Blocking Regulation. No provision of paragraph 3(u) of this Agreement shall apply to any person to the extent that it is or would be unenforceable by or in respect of that person by reason of breach of (i) any provision of Council Regulation (EC) No 2271/96 of 22 November 1996 (or any law or regulation implementing such Regulation in any member state of the European Union or the United Kingdom) or (ii) any similar blocking or anti-boycott law, and paragraphs 5(b) and 5(e) shall be construed accordingly.
Sample 1
EU Blocking Regulation. Each of the International Underwriters, the Company and the Selling Shareholder, to the extent it is subject to EU Blocking Regulation, agrees and confirms that it is not entitled to the benefit of or does not seek, make or repeat, as appropriate the representation and warranty and undertaking contained in Section 3(A)(oo) and Section 3(B)(m) of this Agreement to the extent that those provisions would result in a violation of Council Regulation (EC) 2271/1996 (the “EU Blocking Regulation”) or any law or regulation implementing the EU Blocking Regulation in any member state of the European Union. If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the International Underwriters, this letter and such acceptance hereof shall constitute a binding agreement between each of the International Underwriters, the Company and the Selling Shareholder. It is understood that your acceptance of this letter on behalf of each of the International Underwriters is pursuant to the authority set forth in a form of Agreement among International Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on your part as to the authority of the signers thereof. Very truly yours, Autohome Inc. By: Name: Title: [Signature Page to International Underwriting Agreement] Very truly yours, THE SELLING SHAREHOLDER NAMED IN SCHEDULE I-C ATTACHED HERETO By: Name: Title: As Attorney-in-Fact acting on behalf of the Selling Shareholder named in Schedule I-C attached hereto Accepted as of the date first written above. For itself and on behalf of each of the International Underwriters China International Capital Corporation Hong Kong Securities Limited By: Name: Title: Accepted as of the date first written above. For itself and on behalf of each of the International Underwriters Xxxxxxx Xxxxx (Asia) L.L.C. (Incorporated in Delaware, U.S.A. with limited liability) By: Name: Title: Accepted as of the date first written above. For itself and on behalf of each of the International Underwriters Credit Suisse (Hong Kong) Limited By: Name: Title: SCHEDULE I-A THE UNDERWRITERS AND TOTAL UNDERWRITING COMMITMENT Underwriter Total Number of Shares to be Purchased Percentage Xxxxxxx Sachs (Asia) L.L.C. China International Capital Corporation Hong Kong Securities Limited Credit Suisse (Hong Kong) Limited The Hongkong and Shanghai Bankin...
Sample 1
EU Blocking Regulation. The Obligors and Finance Parties agree and confirm that the representations in clause 19.20 (Sanctions) and the undertakings in clause 22.13 (Sanctions) shall only be given by the Obligors, and the Finance Parties shall only have the benefit of such provisions, to the extent that those provisions would not result in any violation of Council Regulation (EC) 2271/96 and/or any associated and applicable national law, instrument or regulation related thereto. UK-#395507908-v8
Sample 1
EU Blocking Regulation. It is acknowledged and agreed by each International Underwriter that is an EU Person (as defined in Regulation EC 2271/96, the “Blocking Regulation”) that the representations in paragraph 14.3 of Schedule II and undertakings in Section 4(x) hereof are only sought and given for the benefit of such International Underwriter only to the extent that to do so would not result in a breach or violation by such International Underwriter of (i) the Blocking Regulation or (ii) any similar legislation enacted in the United Kingdom.
Sample 1
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Related to EU Blocking Regulation

  • Compliance with PRC Overseas Investment and Listing Regulations Each of the Company and its Subsidiaries and Affiliated Entities has complied, and has taken all reasonable steps to ensure compliance by each of its shareholders, directors and officers that is, or is directly or indirectly owned or controlled by, a PRC resident or citizen with any applicable rules and regulations of the relevant PRC government agencies (including but not limited to the Ministry of Commerce, the National Development and Reform Commission, the China Securities Regulatory Commission (“CSRC”) and the State Administration of Foreign Exchange (the “SAFE”)) relating to overseas investment by PRC residents and citizens (the “PRC Overseas Investment and Listing Regulations”), including, without limitation, requesting each such Person that is, or is directly or indirectly owned or controlled by, a PRC resident or citizen, to complete any registration and other procedures required under applicable PRC Overseas Investment and Listing Regulations (including any applicable rules and regulations of the SAFE).

  • Export Regulations Both parties shall comply with the laws and regulations of the government of the United States and of any other country as relevant to each party hereto relating to the export of commodities and technical data.

  • Terrorism Sanctions Regulations The Company will not and will not permit any Subsidiary to (a) become a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order or (b) engage in any dealings or transactions with any such Person.

  • U.S. Stay Regulations To the extent that the QFC Stay Rules are applicable hereto, then the parties agree that (i) to the extent that prior to the date hereof both parties have adhered to the 2018 ISDA U.S. Resolution Stay Protocol (the “Protocol”), the terms of the Protocol are incorporated into and form a part of this Confirmation, and for such purposes this Confirmation shall be deemed a Protocol Covered Agreement and each party shall be deemed to have the same status as “Regulated Entity” and/or “Adhering Party” as applicable to it under the Protocol; (ii) to the extent that prior to the date hereof the parties have executed a separate agreement the effect of which is to amend the qualified financial contracts between them to conform with the requirements of the QFC Stay Rules (the “Bilateral Agreement”), the terms of the Bilateral Agreement are incorporated into and form a part of this Confirmation and each party shall be deemed to have the status of “Covered Entity” or “Counterparty Entity” (or other similar term) as applicable to it under the Bilateral Agreement; or (iii) if clause (i) and clause (ii) do not apply, the terms of Section 1 and Section 2 and the related defined terms (together, the “Bilateral Terms”) of the form of bilateral template entitled “Full-Length Omnibus (for use between U.S. G-SIBs and Corporate Groups)” published by ISDA on November 2, 2018 (currently available on the 2018 ISDA U.S. Resolution Stay Protocol page at xxx.xxxx.xxx and, a copy of which is available upon request), the effect of which is to amend the qualified financial contracts between the parties thereto to conform with the requirements of the QFC Stay Rules, are hereby incorporated into and form a part of this Confirmation, and for such purposes this Confirmation shall be deemed a “Covered Agreement,” Dealer shall be deemed a “Covered Entity” and Counterparty shall be deemed a “Counterparty Entity.” In the event that, after the date of this Confirmation, both parties hereto become adhering parties to the Protocol, the terms of the Protocol will replace the terms of this paragraph. In the event of any inconsistencies between this Confirmation and the terms of the Protocol, the Bilateral Agreement or the Bilateral Terms (each, the “QFC Stay Terms”), as applicable, the QFC Stay Terms will govern. Terms used in this paragraph without definition shall have the meanings assigned to them under the QFC Stay Rules. For purposes of this paragraph, references to “this Confirmation” include any related credit enhancements entered into between the parties or provided by one to the other. In addition, the parties agree that the terms of this paragraph shall be incorporated into any related covered affiliate credit enhancements, with all references to Dealer replaced by references to the covered affiliate support provider.

  • Predatory Lending Regulations No Mortgage Loan is a High Cost Loan or Covered Loan, as applicable, and no Mortgage Loan originated on or after October 1, 2002 through March 6, 2003 is governed by the Georgia Fair Lending Act. No Mortgage Loan is covered by the Home Ownership and Equity Protection Act of 1994 and no Mortgage Loan is in violation of any comparable state or local law;

  • Compliance with Applicable Anti-Terrorism and Anti-Money Laundering Regulations In order to comply with laws, rules and regulations applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties hereto agrees to provide to the Indenture Trustee upon its request from time to time such identifying information and documentation as may be available for such party in order to enable the Indenture Trustee to comply with applicable law.

  • Export Control Regulations The rights and obligations of the Parties under this Agreement shall be subject in all respects to United States laws and regulations as shall from time to time govern the license and delivery of technology and products abroad, including the United States Foreign Assets Control Regulations, Transaction Control Regulations and Export Control Regulations, as amended, and any successor legislation issued by the Department of Commerce, International Trade Administration, or Office of Export Licensing. Without in any way limiting the provisions of this Agreement, each Party agrees that, unless prior authorization is obtained from the Office of Export Licensing, it will not export, re-export, or transship, directly or indirectly, to any country, any of the technical data disclosed to it by the other Party hereto if such export would violate the laws of the United States or the regulations of any department or agency of the United States Government.

  • Executive Order No 13224. Neither any Borrower nor any Affiliate of any Borrower or their respective agents acting or benefiting in any capacity in connection with the Advances or other transactions hereunder, is any of the following (each a “Blocked Person”):

  • Anti-Money Laundering and Red Flag Identity Theft Prevention Programs The Trust acknowledges that it has had an opportunity to review, consider and comment upon the written procedures provided by USBFS describing various tools used by USBFS which are designed to promote the detection and reporting of potential money laundering activity by monitoring certain aspects of shareholder activity as well as written procedures for verifying a customer’s identity (collectively, the “Procedures”). Further, the Trust has determined that the Procedures, as part of the Trust’s overall anti-money laundering program and the Red Flag Identity Theft Prevention program, are reasonably designed to prevent the Fund from being used for money laundering or the financing of terrorist activities and to achieve compliance with the applicable provisions of the Fair and Accurate Credit Transactions Act of 2003 and the USA Patriot Act of 2001 and the implementing regulations thereunder. Based on this determination, the Trust hereby instructs and directs USBFS to implement the Procedures on the Trust’s behalf, as such may be amended or revised from time to time. It is contemplated that these Procedures will be amended from time to time by the parties as additional regulations are adopted and/or regulatory guidance is provided relating to the Trust’s anti-money laundering and identity theft responsibilities. USBFS agrees to provide to the Trust:

  • Anti-Corruption Laws; Sanctions Conduct its businesses in compliance in all material respects with the United States Foreign Corrupt Practices Act of 1977, the UK Xxxxxxx Xxx 0000, and other applicable anti-corruption legislation in other jurisdictions and with all applicable Sanctions, and maintain policies and procedures designed to promote and achieve compliance with such laws and Sanctions.

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