Foreign Selling Restrictions Clause Samples
The Foreign Selling Restrictions clause defines the limitations and requirements for offering or selling products or securities in jurisdictions outside the home country. Typically, this clause specifies which countries or regions are affected, outlines any necessary compliance with local laws, and may require the seller to obtain permits or avoid certain marketing practices abroad. Its core function is to ensure that the parties do not inadvertently violate foreign regulations, thereby reducing legal risk and ensuring lawful international transactions.
Foreign Selling Restrictions. (i) Each Underwriter severally represents and agrees that (A) 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 Financial Services and Markets ▇▇▇ ▇▇▇▇ (the “FSMA”)) received by it in connection with the issue or sale of any Securities in circumstances in which section 21(1) of the FSMA does not apply to the Company; (B) it has complied and will comply with all applicable provisions of the FSMA (and all rules and regulations made pursuant to the FSMA) with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom and (C) it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Securities to any retail investor in the United Kingdom. For the purposes of this provision:
Foreign Selling Restrictions. Each Underwriter severally represents and agrees that (A) 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 Financial Services and Markets ▇▇▇ ▇▇▇▇ (the “FSMA”)) received by it in connection with the issue or sale of any Securities in circumstances in which section 21(1) of the FSMA does not apply to the Company; (B) it has complied and will comply with all applicable provisions of the FSMA (and all rules and regulations made pursuant to the FSMA) with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom.
Foreign Selling Restrictions. Each Underwriter represents and agrees that (i) it has not offered or sold and prior to the expiry of the period of six months from the Closing Date will not offer or sell any Perpetual Debt Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of their business or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995; (ii) it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (the "FSMA") of Great Bri▇▇▇▇ ▇▇▇h respect to anything done by it in relation to the Perpetual Debt Securities in, from or otherwise involving the United Kingdom; and (iii) 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 the Perpetual Debt Securities or any investments representing the Perpetual Debt Securities (including without limitation the Registration Statement, the Prospectus as amended or supplemented and any Preliminary Prospectus) in circumstances in which Section 21(1) of the FSMA does not apply to it. Each Underwriter represents and agrees that it has not offered or sold, and will not offer or sell, any Perpetual Debt Securities to any natural or legal person who or which is established, domiciled or has its residence (collectively "are resident") in The Netherlands and, accordingly, that it shall exclusively offer or sell the Perpetual Debt Securities to natural or legal persons who are resident outside The Netherlands, in compliance with the laws and regulations of any state or country where persons to whom or which the offer is made are resident. With respect to any other jurisdiction outside of the United States, each Underwriter represents and agrees that it has not offered or sold and will not offer or sell any of the Perpetual Debt Securities in any jurisdiction, except under circumstances that resulted, or will result, in compliance with the applicable rules and regulations of such jurisdiction.
Foreign Selling Restrictions. Each Underwriter represents and agrees that (i) it has not offered or sold and prior to the expiry of the period of six months from the Closing Date will not offer or sell any Trust Preferred Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of their business or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995; (ii) it has complied and will comply with all applicable provisions of the Financial Services Act ▇▇▇▇ ▇▇ Great Britain with respect to anything done by it in relation to the Trust Preferred Securities in, from or otherwise involving the United Kingdom; and (iii) it has only issued or passed on and will only issue or pass on in the United Kingdom any document received by it in connection with the issue of the Trust Preferred Securities to a person who is of a kind described in Article 11(3) of the Financial Services Act ▇▇▇▇ (▇▇vestment Advertisements) (Exemptions) Order 1996 of Great Britain or is a person to whom the document may otherwise lawfully be issued or passed on.
Foreign Selling Restrictions. (i) Each Underwriter severally represents and agrees that (A) 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 Financial Services and Markets Act 2000, as amended (the “FSMA”)) received by it in connection with the issue or sale of any Securities in circumstances in which section 21(1) of the FSMA does not apply to the Company; (B) it has complied and will comply with all applicable provisions of the FSMA (and all rules and regulations made pursuant to the FSMA) with respect to anything done by it in relation to the Securities in, from or otherwise involving the UK and (C) it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Securities to any retail investor in the UK. For the purposes of this provision, the expression “retail investor” means a person who is not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended.
(ii) Each Underwriter severally represents and agrees that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Securities to any retail investor in the European Economic Area. For the purposes of this provision,
(a) the expression “retail investor” means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of ▇▇▇▇▇ ▇▇; and
(b) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities.
Foreign Selling Restrictions. It represents and warrants to, and covenants and agrees with, Scotiabank as to the matters set forth in Annex B hereto.
Foreign Selling Restrictions. It represents and warrants to, and covenants and agrees with, Scotiabank as to the matters set forth in Annex B hereto (oo) Rule 17g-5. The Issuer has given a written representation and undertaking to the Rating Agency that it will take the actions specified in paragraphs (a)(3)(iii)(A) through (E) of Rule 17g-5 of the Exchange Act (Rule 17g-5) with respect to the Securities, and it has complied with each such representation and undertaking.
Foreign Selling Restrictions