Common use of Financial Services and Markets Act Clause in Contracts

Financial Services and Markets Act. Each Underwriter represents and warrants to, and agrees with, the Issuer that (x) it has not offered or sold and will not offer or sell any such Notes to any person in the United Kingdom prior to the admission of the Notes to listing on the Official List in accordance with Part VI of the FSMA, and admissions of the Notes to trading on the London Stock Exchange except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in any offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995 or the FSMA; (y) it has only communicated or caused to be communicated, and will only communicate or cause to be communicated, any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer; and (z) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.