FSMA. Each of the Underwriters, severally and not jointly, represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated in the United Kingdom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the U.K. Financial Services and Markets Act 2000 (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 or the Guarantor.
FSMA. The Subscriber is a person who falls within Articles 19 or 49 of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 and the Subscriber is purchasing the Subscription Shares for investment only and not for resale or distribution.
FSMA. Notwithstanding anything in this Trust Deed or any other Transaction Document to the contrary, the Trustee shall not do, or be authorised or required to do, anything which might constitute a regulated activity for the purposes of the FSMA unless it is authorised under FSMA to do so. The Trustee shall have discretion at any time: (i) to delegate any of the functions which fall to be performed by an authorised person under FSMA to any other agent or person which also has the necessary authorisations and licenses; and (ii) to apply for authorisation under FSMA and perform any or all such functions itself if, in its absolute discretion, it considers it necessary, desirable or appropriate to do so. Nothing in this Trust Deed shall require the Trustee to assume an obligation of the Issuer arising under any provisions of the listing, prospectus, disclosure or transparency rules (or equivalent rules of any other competent authority besides the Financial Conduct Authority).
FSMA notwithstanding anything in this Trust Deed, the Agency Agreement, the Bonds or any other related document to the contrary, the Trustee shall not do, or be authorised or required to do, anything which might constitute a regulated activity for the purpose of FSMA, unless it is authorised under FSMA to do so. The Trustee shall have the discretion at any time:
FSMA. The objective of the consultative audit conducted by PJRFSI using the applicable FSMA checklist is to assist businesses identify any gaps in their systems against the applicable requirements of the Food Safety Modernization Act (FSMA). PJRFSI consultative audits are conducted by trained auditors. While PJRFSI and its auditors strive to provide accurate and detailed information that businesses can use to evaluate their current level of compliance with FSMA readiness, neither PJRFSI nor its assessors make any claims, promises, or guarantees about its gap analysis, and expressly disclaim any liability or responsibility for any losses or damages relating to errors or omissions that may arise subsequent to PJRFSI’s submission of its readiness assessment or from the use of the information contained in the report. Moreover, the information provided by PJRFSI and its assessors is not a substitute for your own due diligence concerning regulatory compliance and should not be used in place of legal advice.
FSMA. Notwithstanding anything in this Trust Deed to the contrary, the Trustee shall not do, or be authorised or required to do, anything which might constitute a regulated activity for the purpose of the FSMA, unless it is authorised under the FSMA to do so. The Trustee shall have the discretion at any time (i) to delegate any of the functions which fall to be performed by an authorised person under the FSMA to any agent or person which has the necessary authorisations and licences and (ii) to apply for authorisation under the FSMA and perform any or all such functions itself if, in its absolute discretion, it considers it necessary, desirable or appropriate to do so.
FSMA. Awards granted to Participants in the UK, are granted to Participants who are employees or directors of the Company or an “Affiliate” that is a member of the Company’s Group as determined in accordance with Article 60 of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (as amended).
FSMA. None of the Parent Guarantor or its subsidiaries or any director, officer, agent, employee or Affiliate of the Parent Guarantor or any of its subsidiaries has distributed or, prior to the later to occur of (i) the Closing Date and (ii) the completion of the distribution of the Notes, will distribute any material referring to the offering and sale of the Notes other than the Preliminary Prospectus or Prospectus or other materials, if any, permitted by the Securities Act and the U.K. Financial Services and Markets Act 2000 (the “FSMA”) (or regulations or legislation promulgated pursuant to the Act or the FSMA) or required to be distributed by the NYSE. Any certificate signed by an officer of the Company or any Guarantor and delivered to the Underwriters or to counsel for the Underwriters shall be deemed to be a representation and warranty by the Company or such Guarantor to each Underwriter as to the matters set forth therein.
FSMA. In order to properly service a Client, an agency retains a sales and marketing staff and organizational infrastructure dedicated to meet Client’s needs on a long term basis. These involve significant capital commitments in personnel and infrastructure. Because of these long term commitments, it is important that the parties have a legally binding contract and engage in an annual evaluation of the contract terms and performance thereunder to assure all responsibilities and objectives are being upheld. These periodic reviews are important to avoid misunderstandings and to reinforce commitments. However, if a Client is considering replacing its sales and marketing agency, the Board of Directors of FSMA recommends principles of fairness be followed to permit the Client and SMA to meet in advance of any final decision to discuss the issues and permit SMA a reasonable period of time to negotiate the issues in order to satisfy Client’s concerns. Such a first step meeting should involve decision making principals of each organization and be held at location where privacy and constructive conversation can take place to enable issues to be discussed on a confidential basis. For example, at such a meeting issues like conflicts and competitive products could be reconciled by adopting the fairness principles established in FSMA Policy Statement #1. Performance and commission related issues may involve the mutual development of a plan, with timelines and scorecard, to meet the Client’s goals. Other issues like consideration of creating a direct sales force may be analyzed by reviewing various research studies on the efficiencies and effectiveness of SMA’s over a direct sales force.
