Japan. The Securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the “FIEA”). Each Underwriter represents and agrees that it has not and will not offer or sell, directly or indirectly, any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan (including any corporation or other entity organized under the laws of Japan), or to, or for the account or benefit of, any resident of Japan for reoffering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan except (1) pursuant to an exemption from the registration requirements of, or otherwise in compliance with, the FIEA and (2) in compliance with the other applicable laws, regulations and governmental guidelines of Japan. Singapore The Prospectus Supplement and accompanying Prospectus relating to this offering have not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter has not offered or sold any Securities or caused the Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the SFA, (ii) to a Relevant Person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Each Underwriter will notify (whether through the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering or otherwise) each of the following Relevant Persons specified in Section 275 of the SFA which has subscribed or purchased Securities from or through that Underwriter, namely a person which is:
Appears in 7 contracts
Samples: Terms Agreement, Terms Agreement (Citigroup Inc), Terms Agreement (Citigroup Inc)
Japan. The Securities have not been and will not be registered under the Financial Instruments Securities and Exchange Law of Japan (Japan, and each of the “FIEA”). Each Underwriter represents Underwriters and agrees each of its affiliates has represented and agreed that it has not offered or sold, and it will not offer or sell, directly or indirectly, any of the Securities in or to residents of Japan or to, or for the account or benefit of, to any resident of Japan (including any corporation or other entity organized under the laws of Japan), or to, or for the account or benefit of, any resident of Japan persons for reoffering or resale, directly or indirectly, indirectly in Japan or to, or for the account or benefit of, to any resident of Japan Japan, except (1) pursuant to an any exemption from the registration requirements of, or otherwise in compliance with, of the FIEA Securities and (2) Exchange Law available thereunder and in compliance with the other applicable laws, relevant laws and regulations and governmental guidelines of Japan. Hong Kong The Securities may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Securities may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder. Singapore The Prospectus Supplement and accompanying Prospectus relating to this offering have prospectus supplement has not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter has not offered or sold any Securities or caused the Securities to be made the subject of an invitation for subscription or purchase prospectus supplement and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the SecuritiesSecurities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a Relevant Personrelevant person, or any person pursuant to Section 275(1A257(1A), and in accordance with the conditions, specified in Section 275 of the SFA SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Each Underwriter will notify Whether the Securities are subscribed or purchased under Section 275 by a relevant person which is: (whether through a) a corporation (which is not an accredited investor) the distribution sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures, and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Securities under Section 275 except: (1) to an institutional investor under Section 274 of the Prospectus Supplement SFA or to a relevant person, or any person pursuant to Section 275(1A), and accompanying Prospectus relating to this offering or otherwise) each of in accordance with the following Relevant Persons conditions, specified in Section 275 of the SFA which has subscribed SFA; (2) where no consideration is given for the transfer; or purchased Securities from or through that Underwriter, namely a person which is:(3) by operation of law.
Appears in 4 contracts
Samples: Underwriting Agreement (At&t Inc.), Underwriting Agreement (At&t Inc.), At&t Inc.
Japan. The Securities notes have not been and will not be registered under the Financial Instruments and Exchange Law Act of Japan (Act No. 25 of 1948, as amended, the “FIEA”). Each ) and accordingly, each Underwriter represents and agrees that it has not offered or sold and undertakes that it will not offer or sell, sell any notes directly or indirectly, any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan (or to others for re-offering or resale, directly or indirectly, in Japan or to any resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with the FIEA and other relevant laws and regulations of Japan. As used in this paragraph, “resident of Japan” means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to, or for . Singapore: Each Underwriter acknowledges that the account or benefit of, any resident of Japan for reoffering or resale, directly or indirectly, in Japan or to, or for prospectus supplement and the account or benefit of, any resident of Japan except (1) pursuant to an exemption from the registration requirements of, or otherwise in compliance with, the FIEA and (2) in compliance with the other applicable laws, regulations and governmental guidelines of Japan. Singapore The accompanying Base Prospectus Supplement and accompanying Prospectus relating to this offering have not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter represents, warrants and agrees that it has not offered or sold any Securities notes or caused the Securities notes to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities notes or cause the Securities notes to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement the prospectus supplement and the accompanying Base Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securitiesnotes, whether directly or indirectly, to persons any person in Singapore other than (i) to an institutional investor under (as defined in Section 4A of the SFA) pursuant to Section 274 of the SFA, (ii) to a Relevant Personrelevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A)) of the SFA, and in accordance with the conditions, conditions specified in Section 275 of the SFA SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Each Underwriter will notify (whether through Where the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering notes are subscribed or otherwise) each of the following Relevant Persons specified in purchased under Section 275 of the SFA which has subscribed or purchased Securities from or through that Underwriter, namely by a relevant person which is:
Appears in 3 contracts
Samples: Barclays PLC, Barclays PLC, Barclays PLC
Japan. The Securities Covered Bonds have not been and will not be registered under the Financial Instruments and Exchange Law Act of Japan (Act No. 25 of 1948, as amended, the “FIEA”). Each Underwriter ) and each Dealer represents and agrees that it has not offered or sold and will not offer or sellsell any Covered Bonds, directly or indirectly, any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan (including any corporation or other entity organized as defined under Item 5, Paragraph 1, Article 6 of the laws Foreign Exchange and Foreign Trade Act (Act No. 228 of Japan1949, as amended)), or to, or to others for the account or benefit of, any resident of Japan for reoffering re-offering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any a resident of Japan Japan, except (1) pursuant to an exemption from the registration requirements of, or and otherwise in compliance with, the FIEA and (2) in compliance with the any other applicable laws, regulations and governmental ministerial guidelines of Japan. Singapore The Singapore: Each Dealer acknowledges that the Prospectus Supplement and accompanying Prospectus relating to this offering have has not been and will not be registered as a prospectus with the Monetary Authority of Singapore Singapore, and the Covered Bonds will be offered pursuant to exemptions under the Securities and Futures Act (Chapter 289 289) of Singapore) , as modified or amended from time to time (the “SFA”). Accordingly, each Underwriter Dealer represents, warrants and agrees that it has not offered or sold any Securities Covered Bonds or caused the Securities Covered Bonds to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities Covered Bonds or cause the Securities Covered Bonds to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying the Prospectus or any other document or material in connection with the offer or sale, sale or invitation for subscription or purchase, purchase of the SecuritiesCovered Bonds, whether directly or indirectly, to persons any person in Singapore other than than: (i) to an institutional investor under (as defined in Section 4A of the SFA) pursuant to Section 274 of the SFA, (ii) to a Relevant Person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Each Underwriter will notify (whether through the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering or otherwise) each of the following Relevant Persons specified in Section 275 of the SFA which has subscribed or purchased Securities from or through that Underwriter, namely a person which is:;
Appears in 3 contracts
Samples: Dealership Agreement, Dealership Agreement, Dealership Agreement
Japan. The Designated Securities have not been and will not be registered under the Financial Instruments and Exchange Law Act of Japan (Act No. 25 of 1948, as amended; the “FIEA”). Each Underwriter represents ) and agrees each underwriter has represented and agreed that it has not offered or sold and will not offer or sellsell any Designated Securities, directly or indirectly, any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan (including any corporation or other entity organized as defined under Item 5, Paragraph 1, Article 6 of the laws Foreign Exchange and Foreign Trade Act (Act No. 228 of Japan1949, as amended)), or to, or to others for the account or benefit of, any resident of Japan for reoffering re-offering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any a resident of Japan Japan, except (1) pursuant to an exemption from the registration requirements of, or and otherwise in compliance with, the FIEA and (2) in compliance with the any other applicable laws, regulations and governmental ministerial guidelines of Japan. Singapore The Singapore: This Prospectus Supplement and the accompanying Prospectus relating to this offering have not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter has not offered or sold any Securities or caused this Prospectus Supplement, the Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the SecuritiesDesignated Securities may not be circulated or distributed, nor may the Designated Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a Relevant Personrelevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions, conditions specified in Section 275 275, of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Each Underwriter will notify (whether through Where the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering Designated Securities are subscribed or otherwise) each of the following Relevant Persons specified in purchased under Section 275 of the SFA which has subscribed or purchased Securities from or through that Underwriter, namely by a relevant person which is:: (a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within 6 months after that corporation or that trust has acquired the Designated Securities pursuant to an offer made under Section 275 of the SFA except: (1) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or (in the case of a corporation) where the transfer arises from an offer referred to in Section 276(3)(i)(B) of the SFA or (in the case of a trust) where the transfer arises from an offer referred to in Section 276(4)(i)(B) of the SFA; (2) where no consideration is or will be given for the transfer; (3) where the transfer is by operation of law; (4) as specified in Section 276(7) of the SFA; or (5) as specified in Regulation 32 of the Securities and Futures (Offers of Investments)(Shares and Debentures) Regulations 2005 of Singapore.
Appears in 2 contracts
Samples: Pricing Agreement (Anheuser-Busch InBev SA/NV), Pricing Agreement (Anheuser-Busch InBev S.A.)
Japan. The Securities Each Dealer understands, acknowledges and agrees that the Covered Bonds have not been and will not be registered under the Financial Instruments and Exchange Law Act of Japan (Act No. 25 of 1948, as amended, the “FIEAFinancial Instruments and Exchange Law”). Each Underwriter ) and each of the Dealers represents and agrees that it has not and will not offer or sellsell any Covered Bonds, directly or indirectly, any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949, as amended) and which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to, or to others for the account or benefit of, any resident of Japan for reoffering re-offering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any a resident of Japan Japan, except (1) pursuant to an exemption from the registration requirements of, or and otherwise in compliance with, the FIEA Financial Instruments and (2) in compliance with the Exchange Law and any other applicable relevant laws, regulations and governmental ministerial guidelines of Japan. Singapore The Singapore: Each Dealer acknowledges that the Prospectus Supplement and accompanying Prospectus relating to this offering have has not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities Singapore. Each Dealer represents and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter agrees that it has not offered or sold any Securities or caused the Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities Covered Bonds or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distributedistribute the Base Prospectus, such Prospectus Supplement and accompanying the Prospectus or any other document or other material in connection with relating to the offer or saleCovered Bonds, or invitation for subscription or purchase, of the Securities, whether either directly or indirectly, to persons any person in Singapore other than than: (i) to an institutional investor under or other person specified in Section 274 of the SFA, Securities and Futures Act (Cap. 289) of Singapore (the “Singapore Securities and Futures Act”); (ii) to a Relevant Person, relevant person under Section 275(1) of the Singapore Securities and Futures Act or to any person pursuant to Section 275(1A)) of the Singapore Securities and Futures Act, and in accordance with the conditions, conditions specified in Section 275 of the SFA Singapore Securities and Futures Act; or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFASingapore Securities and Futures Act. Each Underwriter will notify (whether through Dealer acknowledges and agrees that the distribution Prospectus and any other documents or materials in relation to the issue, offering or sale of the Prospectus Supplement and accompanying Prospectus relating Covered Bonds are made available to this offering or otherwise) each the recipients thereof in Singapore solely on the basis that they are persons falling within the ambit of the following Relevant Persons specified in Section 274 and/or Section 275 of the SFA which has Singapore Securities and Futures Act and may not be relied upon by any other person. Each Dealer acknowledges and agrees that where the Covered Bonds are subscribed or purchased under Section 275 of the Singapore Securities from or through that Underwriter, namely and Futures Act by a relevant person which who is:
Appears in 2 contracts
Samples: Third Amending Agreement to Dealership Agreement, Dealership Agreement
Japan. The Designated Securities have not been and will not be registered under the Financial Instruments and Exchange Law Act of Japan (Act No. 25 of 1948, as amended; the “FIEA”). Each Underwriter represents ) and agrees each underwriter has represented and agreed that it has not offered or sold and will not offer or sellsell any Designated Securities, directly or indirectly, any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan (including any corporation or other entity organized as defined under Item 5, Paragraph 1, Article 6 of the laws Foreign Exchange and Foreign Trade Act (Act No. 228 of Japan1949, as amended)), or to, or to others for the account or benefit of, any resident of Japan for reoffering re-offering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any a resident of Japan Japan, except (1) pursuant to an exemption from the registration requirements of, or and otherwise in compliance with, the FIEA and (2) in compliance with the any other applicable laws, regulations and governmental ministerial guidelines of Japan. Singapore The Singapore: This Prospectus Supplement and the accompanying Prospectus relating to this offering have has not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter has not offered or sold any Securities or caused this Prospectus Supplement, the Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the SecuritiesDesignated Securities may not be circulated or distributed, nor may the Designated Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a Relevant Personrelevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Each Underwriter will notify (whether through Where the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering Designated Securities are subscribed or otherwise) each of the following Relevant Persons specified in purchased under Section 275 of the SFA which has subscribed or purchased Securities from or through that Underwriter, namely by a relevant person which is:: (a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within 6 months after that corporation or that trust has acquired the Designated Securities pursuant to an offer made under Section 275 of the SFA except: (1) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or (in the case of a corporation) where the transfer arises from an offer referred to in Section 276(3)(i)(B) of the SFA or (in the case of a trust) where the transfer arises from an offer referred to in Section 276(4)(i)(B) of the SFA; (2) where no consideration is or will be given for the transfer; (3) where the transfer is by operation of law; (4) as specified in Section 276(7) of the SFA; or (5) as specified in Regulation 32 of the Securities and Futures (Offers of Investments)(Shares and Debentures) Regulations 2005 of Singapore.
Appears in 2 contracts
Samples: Anheuser-Busch InBev Worldwide Inc., Anheuser-Busch InBev Worldwide Inc.
Japan. The Securities have not been and will not be registered under the Financial Instruments Securities and Exchange Law of Japan (and each of the “FIEA”). Each Underwriter represents Underwriters and agrees each of its affiliates has represented and agreed that it has not offered or sold, and it will not offer or sell, directly or indirectly, any of the Securities in or to residents of Japan or to, or for the account or benefit of, to any resident of Japan (including any corporation or other entity organized under the laws of Japan), or to, or for the account or benefit of, any resident of Japan persons for reoffering or resale, directly or indirectly, indirectly in Japan or to, or for the account or benefit of, to any resident of Japan Japan, except (1) pursuant to an any exemption from the registration requirements of, or otherwise in compliance with, requirement of the FIEA Securities and (2) Exchange Law available thereunder and in compliance with the other applicable laws, relevant laws and regulations and governmental guidelines of Japan. Singapore The Prospectus Supplement Hong Kong Each Underwriter has represented and accompanying Prospectus relating to this offering have not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act agreed that (Chapter 289 of Singaporea) (the “SFA”). Accordingly, each Underwriter it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Securities, other than to persons whose ordinary business it is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance of Hong Kong, and (b) unless it is a person permitted to do so under the securities laws of Hong Kong, it has not issued or had in its possession for the purpose of issue, and will not issue or have in its possession for the purpose of issue, in Hong Kong, any advertisement, invitation, or document relating to the Securities, other than with respect to Securities which are or caused the Securities are intended to be made disposed of to persons outside Hong Kong or to be disposed of in Hong Kong only to persons whose business involves the subject acquisition, disposal or holding of an invitation for subscription securities whether as principal or purchase agent. Singapore Each Underwriter represents and agrees that it has not offered or sold and will not offer or sell any Securities or cause of the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributedSecurities, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus distribute the prospectus or any other offering document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities, whether directly or indirectly, to persons the public or any member of the public in Singapore other than (iI) to an institutional investor under or other person specified in Section 274 106C of the SFACompanies Act, Chapter 50 of Singapore (the “Singapore Companies Act”), (iiII) to a Relevant Person, or any person pursuant to Section 275(1A), and sophisticated investor in accordance with the conditions, conditions specified in Section 275 106D of the SFA Singapore Companies Act or (iiiIII) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision provisions of the SFA. Each Underwriter will notify (whether through the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering or otherwise) each of the following Relevant Persons specified in Section 275 of the SFA which has subscribed or purchased Securities from or through that Underwriter, namely a person which is:Singapore Companies Act.
Appears in 2 contracts
Samples: Underwriting Agreement (SBC Communications Inc), Underwriting Agreement (SBC Communications Inc)
Japan. The Securities notes have not been and will not be registered under the Financial Instruments and Exchange Law Act of Japan (Act No. 25 of 1948, as amended, the “FIEA”). Each Accordingly, each Underwriter represents and agrees that it has not offered or sold and undertakes that it will not offer or sell, sell any notes directly or indirectly, any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan (including any corporation or other entity organized under the laws of Japan), or to, or to others for the account or benefit of, any resident of Japan for reoffering re-offering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan except (1) pursuant to an exemption from the registration requirements of, or and otherwise in compliance with, the FIEA and (2) in compliance with the FIEA and other applicable laws, relevant laws and regulations and governmental guidelines of Japan. Singapore The As used in this paragraph, “resident of Japan” means any person resident in Japan, including any corporation or other entity organized under the laws of Japan. Singapore: Each Underwriter acknowledges that the prospectus supplement and the accompanying Base Prospectus Supplement and accompanying Prospectus relating to this offering have not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter represents, warrants and agrees that it has not offered or sold any Securities notes or caused the Securities notes to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities notes or cause the Securities notes to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement the prospectus supplement and the accompanying Base Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securitiesnotes, whether directly or indirectly, to persons any person in Singapore other than (i) to an institutional investor under (as defined in Section 4A of the Securities and Futures Act 2001 of Singapore (the “SFA”)) pursuant to Section 274 of the SFA, SFA or (ii) to a Relevant Person, or any person an accredited investor (as defined in Section 4A of the SFA) pursuant to Section 275(1A), and in accordance with the conditions, conditions specified in Section 275 of the SFA SFA. Taiwan: The offering, sale, resale and distribution of the Designated Securities have not been and will not be approved by or registered with the Financial Supervisory Commission of Taiwan (iii“FSC”), Securities and Futures Bureau (“SFB”) otherwise under the FSC, other regulatory authority, or authorized organization in Taiwan, the Republic of China (“Taiwan”) pursuant toto the applicable securities/financial laws, and/or any regulatory rules or rulings (“applicable laws”), and thus the Designated Securities cannot be offered, sold, resold or distributed in accordance with the conditions of, any other applicable provision of the SFATaiwan. Each Underwriter represents, warrants and agrees with the Company that it has not offered, sold, resold, distributed or otherwise made available and will notify (whether not offer, sell, resell, distribute or otherwise make available any Designated Securities within Taiwan through the a public offering, private placement, sale, distribution, or in circumstances which constitute an offer, private placement, sale, or distribution under any of the Prospectus Supplement applicable laws that requires a notification, registration or filing with or the approval of the FSC, SFB, other regulatory authority, and/or authorized organization of Taiwan. Each Underwriter further represents, warrants and accompanying Prospectus agrees with the Company that no person or entity in Taiwan is authorized to offer, solicit, market, sell, resell, distribute, or otherwise make available any Designated Securities or the provision of information relating to this offering or otherwise) each of the following Relevant Persons specified in Section 275 of prospectus supplement and the SFA which has subscribed or purchased Securities from or through that Underwriter, namely a person which is:Base Prospectus.
Appears in 1 contract
Samples: Barclays PLC
Japan. The Offered Securities have not been and will not be registered under the Financial Instruments and Exchange Act Law of Japan (Act no. 25 of 1948, as amended, the “FIEA”). Each Underwriter represents , and agrees each Reselling Purchaser has represented and agreed that it has not and will not offer or sellnot, directly or indirectly, any of offered or sold and will not, directly or indirectly, offer or sell the Offered Securities in Japan or to, or for the account or benefit of, any resident “resident” of Japan (including any corporation or other entity organized as defined under Item 5, Paragraph 1, Article 6 of the laws Foreign Exchange and Foreign Trade Control Law no. 228 of Japan1949, as amended), or to, or to others for the account or benefit of, any resident of Japan for reoffering re-offering or resale, directly or indirectly, in Japan or to, to or for the account or benefit of, of any resident of Japan in Japan, except (1) pursuant to an exemption from the registration requirements of, or and otherwise in compliance with, the FIEA and (2) in compliance with the any other applicable laws, regulations and governmental ministerial guidelines of Japan. Singapore The Prospectus Supplement Each Reselling Purchaser has acknowledged that the prospectus supplement and the accompanying Prospectus relating to this offering prospectus have not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter Reselling Purchaser has represented and agreed that it has not offered or sold any Offered Securities or caused the Offered Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Offered Securities or cause the Offered Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement the prospectus supplement and the accompanying Prospectus prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Offered Securities, whether directly or indirectly, to persons any person in Singapore other than (i) to an institutional investor under (as defined in Section 4A of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the “SFA”)) pursuant to Section 274 of the SFA, (ii) to a Relevant Personrelevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A)) of the SFA, and in accordance with the conditions, conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Each Underwriter will notify (whether through Where the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering Offered Securities are subscribed or otherwise) each of the following Relevant Persons specified in purchased under Section 275 of the SFA which has subscribed or purchased Securities from or through that Underwriter, namely by a relevant person which is:
Appears in 1 contract
Japan. The Securities have common stock has not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law Xx. 00 xx 0000 xx Xxxxx, as amended) (“FIEL”) and the “FIEA”). Each Underwriter represents and agrees that it has not and underwriters will not offer or sell, sell the common stock directly or indirectly, any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan (which term as used herein means, unless otherwise provided herein, any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to, or to others for the account or benefit of, any resident of Japan for reoffering re-offering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any to a resident of Japan Japan, except (1) pursuant to an exemption from the registration requirements of, or and otherwise in compliance with, the FIEA FIEL and (2) in compliance with the any other applicable laws, regulations and governmental ministerial guidelines of Japan. Singapore The Prospectus Supplement and Neither this prospectus supplement nor the accompanying Prospectus relating to this offering have not prospectus has been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter has not offered or sold any Securities or caused none of this prospectus supplement, the Securities to be made the subject of an invitation for subscription or purchase accompanying prospectus and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securitiescommon stock may be circulated or distributed, nor may the common stock be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a Relevant Personrelevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with conditions set forth in the SFA. Each Underwriter will notify Where the common stock is subscribed or purchased under Section 275 by a relevant person which is: (whether through a) a corporation (which is not an accredited investor) the distribution sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the common stock under Section 275 except: (1) to an institutional investor under Section 274 of the Prospectus Supplement SFA or to a relevant person, or any person pursuant to Section 275(1A), and accompanying Prospectus relating to this offering or otherwise) each of in accordance with the following Relevant Persons conditions, specified in Section 275 of the SFA which has subscribed SFA; (2) where no consideration is given for the transfer; or purchased Securities from or through that Underwriter, namely a person which is:(3) by operation of law.
Appears in 1 contract
Samples: Underwriting Agreement (Metlife Inc)
Japan. The Securities notes have not been and will not be registered under the Financial Instruments and Exchange Law Act of Japan (Act No. 25 of 1948, as amended, the “FIEA”). Each ) and accordingly, each Underwriter represents and agrees that it has not offered or sold and undertakes that it will not offer or sell, sell any notes directly or indirectly, any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan (or to others for re-offering or resale, directly or indirectly, in Japan or to any resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with the FIEA and other relevant laws and regulations of Japan. As used in this paragraph, “resident of Japan” means any person resident in Japan, including any corporation or other entity organized under the laws of Japan). Singapore: Each Underwriter acknowledges that the prospectus supplement, or toand the accompanying Base Prospectus, or for the account or benefit of, any resident of Japan for reoffering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan except (1) pursuant to an exemption from the registration requirements of, or otherwise in compliance with, the FIEA and (2) in compliance with the other applicable laws, regulations and governmental guidelines of Japan. Singapore The Prospectus Supplement and accompanying Prospectus relating to this offering have not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter represents, warrants and agrees that it has not offered or sold any Securities notes or caused the Securities notes to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities notes or cause the Securities notes to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement the prospectus supplement and the accompanying Base Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securitiesnotes, whether directly or indirectly, to persons any person in Singapore other than (i) to an institutional investor under (as defined in Section 4A of the SFA) pursuant to Section 274 of the SFA, (ii) to a Relevant Personrelevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A)) of the SFA, and in accordance with the conditions, conditions specified in Section 275 of the SFA SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Each Underwriter will notify (whether through Where the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering notes are subscribed or otherwise) each of the following Relevant Persons specified in purchased under Section 275 of the SFA which has subscribed or purchased Securities from or through that Underwriter, namely by a relevant person which is:
Appears in 1 contract
Samples: Pricing Agreement (Barclays PLC)
Japan. The Securities Covered Bonds have not been and will not be registered under the Financial Instruments and Exchange Law Act of Japan (Act No. 25 of 1948, as amended, the “FIEAFIEL”). Each Underwriter Dealer represents and agrees that it has not offered or sold and will not offer or sellsell any Covered Bonds, directly or indirectly, any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949, as amended) and which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to, or to others for the account or benefit of, any resident of Japan for reoffering re-offering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any a resident of Japan Japan, except (1) pursuant to an exemption from the registration requirements of, or and otherwise in compliance with, the FIEA FIEL and (2) in compliance with the any other applicable laws, regulations and governmental ministerial guidelines of Japan. Singapore The Singapore: Each Dealer acknowledges that the Prospectus Supplement and accompanying Prospectus relating to this offering have has not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Act, Chapter 289 of Singapore) Singapore (the “SFASecurities and Futures Act”). AccordinglyEach Dealer represents, each Underwriter has warrants and agrees that the Covered Bonds may not be offered or sold any Securities or caused the Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities or cause nor may the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or any other document or material in connection with the offer or sale, sale or invitation for subscription or purchase, purchase of the Securitiesany Covered Bonds be circulated or distributed, whether directly or indirectly, to persons any person in Singapore other than (ia) to an institutional investor under or other person pursuant to Section 274 of the SFASecurities and Futures Act, (iib) to a Relevant Person, relevant person under Section 275(1) of the Securities and Futures Act or to any person pursuant to Section 275(1A)) of the Securities and Futures Act, and in accordance with the conditions, conditions specified in Section 275 of the SFA Securities and Futures Act or (iiic) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFASecurities and Futures Act. Each Underwriter will notify (whether through Where the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering Covered Bonds are subscribed or otherwise) each of the following Relevant Persons specified in purchased under Section 275 of the SFA which has subscribed or purchased Securities from or through that Underwriter, namely and Futures Act by a relevant person which is:
Appears in 1 contract
Samples: Agency Agreement
Japan. The Securities have not been and will not be registered under the Financial Instruments Securities and Exchange Law of Japan (the “FIEA”)Japan. Each Underwriter represents and agrees that it has not and The Underwriters will not offer or sell, directly or indirectly, any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan (including any corporation or other entity organized under the laws of Japan), or to, or for the account or benefit of, any resident of Japan for reoffering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan except (1i) pursuant to an exemption from the registration requirements of, or otherwise in compliance with, the FIEA Securities and Exchange Law of Japan and (2ii) in compliance with the other applicable laws, relevant laws and regulations and governmental guidelines of Japan. Singapore The Prospectus Supplement and accompanying Prospectus relating to this offering have not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter has not offered or sold any Securities or caused the Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the SFA, (ii) to a Relevant Personrelevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Each Underwriter will notify (whether through the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering or otherwise) each of the following Relevant Persons relevant persons specified in Section 275 of the SFA which has subscribed or purchased Securities from or through that Underwriter, namely a person which is:
Appears in 1 contract
Samples: Terms Agreement (Citigroup Inc)
Japan. The Securities Each Dealer understands, acknowledges and agrees that the Covered Bonds have not been and will not be registered under the Financial Instruments and Exchange Law Act of Japan (Act No. 25 of 1948, as amended, the “FIEA”). Each Underwriter ) and each Dealer represents and agrees that it has not and will not offer or sellsell any Covered Bonds, directly or indirectly, any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan (including any corporation or other entity organized as defined under Item 5, Paragraph 1, Article 6 of the laws Foreign Exchange and Foreign Trade Act (Act No. 228 of Japan1949, as amended)), or to, or to others for the account or benefit of, any resident of Japan for reoffering re-offering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any a resident of Japan Japan, except (1) pursuant to an exemption from the registration requirements of, or and otherwise in compliance with, the FIEA and (2) in compliance with the any other applicable laws, regulations and governmental ministerial guidelines of Japan. Singapore The Singapore: Each Dealer acknowledges that the Prospectus Supplement and accompanying Prospectus relating to this offering have has not been and will not be registered as a prospectus with the Monetary Authority of Singapore and the Covered Bonds will be offered pursuant to exemptions under the Securities and Futures Act (Act, Chapter 289 of Singapore) Singapore (the “SFASingapore Securities and Futures Act”). Accordingly, each Underwriter has the Covered Bonds may not be offered or sold any Securities or caused the Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities or cause nor may the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or any other document or material in connection with the offer or sale, sale or invitation for subscription or purchase, purchase of the Securitiesany Covered Bonds be circulated or distributed, whether directly or indirectly, to persons any person in Singapore other than than: (ia) to an institutional investor under pursuant to Section 274 of the SFA, Singapore Securities and Futures Act; (iib) to a Relevant Person, relevant person under Section 275(1) of the Singapore Securities and Futures Act or to any person pursuant to Section 275(1A)) of the Singapore Securities and Futures Act, and in accordance with the conditions, conditions specified in Section 275 of the SFA Singapore Securities and Futures Act; or (iiic) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFASingapore Securities and Futures Act. Each Underwriter will notify (whether through Dealer acknowledges and agrees that where the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering Covered Bonds are subscribed or otherwise) each of the following Relevant Persons specified in purchased under Section 275 of the SFA which has subscribed or purchased Singapore Securities from or through that Underwriter, namely and Futures Act by a relevant person which is:
Appears in 1 contract
Samples: Dealership Agreement
Japan. The Securities Notes have not been and will not be registered under the Financial Instruments and Exchange Law Act of Japan (Act No. 25 of 1948, as amended, the “FIEA”). Each ) and accordingly, each Underwriter represents and agrees that it has not offered or sold and undertakes that it will not offer or sell, sell any Notes directly or indirectly, any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan (or to others for re-offering or resale, directly or indirectly, in Japan or to any resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with the FIEA and other relevant laws and regulations of Japan. As used in this paragraph, “resident of Japan” means any person resident in Japan, including any corporation or other entity organized under the laws of Japan). Singapore: Each Underwriter acknowledges that the prospectus supplement, or toincorporating the Prospectus, or for the account or benefit of, any resident of Japan for reoffering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan except (1) pursuant to an exemption from the registration requirements of, or otherwise in compliance with, the FIEA and (2) in compliance with the other applicable laws, regulations and governmental guidelines of Japan. Singapore The Prospectus Supplement and accompanying Prospectus relating to this offering have has not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter represents, warrants and agrees that it has not offered or sold any Securities Notes or caused the Securities Notes to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities Notes or cause the Securities Notes to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement the prospectus supplement and accompanying the Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the SecuritiesNotes, whether directly or indirectly, to persons any person in Singapore other than (i) to an institutional investor under (as defined in Section 4A of the Securities and Futures Act (Chapter 289 of Singapore, as modified or amended from time to time) (the “SFA”)) pursuant to Section 274 of the SFA, (ii) to a Relevant Personrelevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A)) of the SFA, and in accordance with the conditions, conditions specified in Section 275 of the SFA SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Each Underwriter will notify (whether through Where the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering Notes are subscribed or otherwise) each of the following Relevant Persons specified in purchased under Section 275 of the SFA which has subscribed or purchased Securities from or through that Underwriter, namely by a relevant person which is:
Appears in 1 contract
Samples: Agreement (Barclays PLC)
Japan. The Designated Securities have not been and will not be registered under the Financial Instruments and Exchange Law Act of Japan (Act No. 25 of 1948, as amended; the “FIEA”). Each Underwriter represents ) and agrees each underwriter has represented and agreed that it has not offered or sold and will not offer or sellsell any Designated Securities, directly or indirectly, any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan (including any corporation or other entity organized as defined under Item 5, Paragraph 1, Article 6 of the laws Foreign Exchange and Foreign Trade Act (Act No. 228 of Japan1949, as amended)), or to, or to others for the account or benefit of, any resident of Japan for reoffering re-offering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any a resident of Japan Japan, except (1) pursuant to an exemption from the registration requirements of, or and otherwise in compliance with, the FIEA and (2) in compliance with the any other applicable laws, regulations and governmental ministerial guidelines of Japan. Singapore The Singapore: This Prospectus Supplement and the accompanying Prospectus relating to this offering have not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter has not offered or sold any Securities or caused this Prospectus Supplement, the Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the SecuritiesDesignated Securities may not be circulated or distributed, nor may the Designated Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a Relevant Personrelevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions, specified conditionsspecified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Each Underwriter will notify (whether through Where the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering Designated Securities are subscribed or otherwise) each of the following Relevant Persons specified in purchased under Section 275 of the SFA which has subscribed or purchased Securities from or through that Underwriter, namely by a relevant person which is:: (a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within 6 months after that corporation or that trust has acquired the Designated Securities pursuant to an offer made under Section 275 of the SFA except: (1) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or (in the case of a corporation) where the transfer arises from an offer referred to in Section 276(3)(i)(B) of the SFA or (in the case of a trust) where the transfer arises from an offer referred to in Section 276(4)(i)(B) of the SFA; (2) where no consideration is or will be given for the transfer; (3) where the transfer is by operation of law; (4) as specified in Section 276(7) of the SFA; or (5) as specified in Regulation 32 of the Securities and Futures (Offers of Investments)(Shares and Debentures) Regulations 2005 of Singapore.
Appears in 1 contract
Samples: Brandbev S.a r.l.
Japan. The Securities notes have not been and will not be registered under the Financial Instruments and Exchange Law Act of Japan (Act No. 25 of 1948, as amended, the “FIEA”). Each Accordingly, each Underwriter represents and agrees that it has not offered or sold and undertakes that it will not offer or sell, sell any notes directly or indirectly, any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan (including any corporation or other entity organized under the laws of Japan), or to, or to others for the account or benefit of, any resident of Japan for reoffering re-offering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan except (1) pursuant to an exemption from the registration requirements of, or and otherwise in compliance with, the FIEA and (2) in compliance with the FIEA and other applicable laws, relevant laws and regulations and governmental guidelines of Japan. Singapore The As used in this paragraph, “resident of Japan” means any person resident in Japan, including any corporation or other entity organized under the laws of Japan. Singapore: Each Underwriter acknowledges that the prospectus supplement and the accompanying Base Prospectus Supplement and accompanying Prospectus relating to this offering have not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter represents, warrants and agrees that it has not offered or sold any Securities notes or caused the Securities notes to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities notes or cause the Securities notes to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement the prospectus supplement and the accompanying Base Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securitiesnotes, whether directly or indirectly, to persons any person in Singapore other than (i) to an institutional investor under (as defined in Section 4A of the SFA) pursuant to Section 274 of the SFA, SFA or (ii) to a Relevant Person, or any person an accredited investor (as defined in Section4A of the SFA) pursuant to Section 275(1A), and in accordance with the conditions, conditions specified in Section 275 of the SFA SFA. Taiwan: The offering, sale, resale and distribution of the Designated Securities have not been and will not be approved by or registered with the Financial Supervisory Commission of Taiwan (iii“FSC”), Securities and Futures Bureau (“SFB”) otherwise under the FSC, other regulatory authority, or authorized organization in Taiwan, the Republic of China (“Taiwan”) pursuant toto the applicable securities/financial laws, and/or any regulatory rules or rulings (“applicable laws”), and thus the Designated Securities cannot be offered, sold, resold or distributed in accordance with the conditions of, any other applicable provision of the SFATaiwan. Each Underwriter represents, warrants and agrees with the Company that it has not offered, sold, resold, distributed or otherwise made available and will notify (whether not offer, sell, resell, distribute or otherwise make available any Designated Securities within Taiwan through the a public offering, private placement, sale, distribution, or in circumstances which constitute an offer, private placement, sale, or distribution under any of the Prospectus Supplement applicable laws that requires a notification, registration or filing with or the approval of the FSC, SFB, other regulatory authority, and/or authorized organization of Taiwan. Each Underwriter further represents, warrants and accompanying Prospectus agrees with the Company that no person or entity in Taiwan is authorized to offer, solicit, market, sell, resell, distribute, or otherwise make available any Designated Securities or the provision of information relating to this offering or otherwise) each of the following Relevant Persons specified in Section 275 of prospectus supplement and the SFA which has subscribed or purchased Securities from or through that Underwriter, namely a person which is:Base Prospectus.
Appears in 1 contract
Samples: Barclays PLC
Japan. The Designated Securities have not been and will not be registered under the Financial Instruments and Exchange Law Act of Japan (Act No. 25 of 1948, as amended; the “FIEA”). Each Underwriter represents ) and agrees each underwriter has represented and agreed that it has not offered or sold and will not offer or sellsell any Designated Securities, directly or indirectly, any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan (including any corporation or other entity organized as defined under Item 5, Paragraph 1, Article 6 of the laws Foreign Exchange and Foreign Trade Act (Act No. 228 of Japan1949, as amended)), or to, or to others for the account or benefit of, any resident of Japan for reoffering re-offering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any a resident of Japan Japan, except (1) pursuant to an exemption from the registration requirements of, or and otherwise in compliance with, the FIEA and (2) in compliance with the any other applicable laws, regulations and governmental ministerial guidelines of Japan. Singapore The Singapore: This Prospectus Supplement and the accompanying Prospectus relating to this offering have not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter has not offered or sold any Securities or caused this Prospectus Supplement, the Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the SecuritiesDesignated Securities may not be circulated or distributed, nor may the Designated Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a Relevant Personrelevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions, conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Each Underwriter will notify (whether through Where the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering Designated Securities are subscribed or otherwise) each of the following Relevant Persons specified in purchased under Section 275 of the SFA which has subscribed or purchased Securities from or through that Underwriter, namely by a relevant person which is:: (a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within 6 months after that corporation or that trust has acquired the Designated Securities pursuant to an offer made under Section 275 of the SFA except: (1) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or (in the case of a corporation) where the transfer arises from an offer referred to in Section 276(3)(i)(B) of the SFA or (in the case of a trust) where the transfer arises from an offer referred to in Section 276(4)(i)(B) of the SFA; (2) where no consideration is or will be given for the transfer; (3) where the transfer is by operation of law; (4) as specified in Section 276(7) of the SFA; or (5) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.
Appears in 1 contract
Samples: Brandbev S.a r.l.
Japan. The Securities have not been and will not be registered under the Financial Instruments and Exchange Law Act of Japan (the “FIEA”). Each Underwriter represents ) and agrees that it has accordingly the Securities may not and will not offer be offered or sellsold, directly or indirectly, any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to, or for the account or benefit of, any resident of Japan others for reoffering re-offering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan Japan, except (1) pursuant to an exemption from the registration requirements of, or and otherwise in compliance with, the FIEA and (2) in compliance with the any other applicable laws, regulations and governmental ministerial guidelines of Japan. Singapore The Prospectus Supplement This prospectus supplement and the accompanying Prospectus relating to this offering prospectus have not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) 2001 (the “SFA”)) by the Monetary Authority of Singapore, and the offer of the Securities in Singapore is made primarily pursuant to the exemptions under Sections 274 and 275 of the SFA. Accordingly, each Underwriter has not offered or sold any Securities or caused this prospectus supplement and the Securities to be made the subject of an invitation for subscription or purchase accompanying prospectus and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the SecuritiesSecurities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons any person in Singapore other than (i) to an institutional investor under as defined in Section 4A of the SFA (an “Institutional Investor”) pursuant to Section 274 of the SFA, (ii) to an accredited investor as defined in Section 4A of the SFA (an “Accredited Investor”) or other relevant person as defined in Section 275(2) of the SFA (a “Relevant Person”) and pursuant to Section 275(1) of the SFA, or to any person pursuant to an offer referred to in Section 275(1A)) of the SFA, and in accordance with the conditions, specified in Section 275 of the SFA and (where applicable) Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018, or (iii) otherwise pursuant to, and in accordance with with, the conditions of, any other applicable exemption or provision of the SFA. Each Underwriter will notify (whether through the distribution It is a condition of the Prospectus Supplement and accompanying Prospectus relating offer that where the Securities are subscribed for or acquired pursuant to this offering or otherwise) each of the following Relevant Persons specified an offer made in reliance on Section 275 of the SFA which has subscribed or purchased Securities from or through that Underwriter, namely by a person Relevant Person which is:
Appears in 1 contract
Samples: Walgreens Boots Alliance, Inc.
Japan. The Securities have not been and will not be registered under the Financial Instruments Securities and Exchange Law of Japan (the “FIEA”)Japan. Each The Underwriter represents and agrees that it has not and will not offer or sell, directly or indirectly, any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan (including any corporation or other entity organized under the laws of Japan), or to, or for the account or benefit of, of any resident of Japan for reoffering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan except (1i) pursuant to an exemption from the registration requirements of, or otherwise in compliance with, the FIEA Securities and Exchange Law of Japan and (2ii) in compliance with the other applicable laws, relevant laws and regulations and governmental guidelines of Japan. Singapore The Prospectus Supplement and accompanying Prospectus relating to this offering have not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each the Underwriter has not offered or sold any Securities or caused the Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the SFA, (ii) to a Relevant Personrelevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Each The Underwriter will notify (whether through the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering or otherwise) each of the following Relevant Persons relevant persons specified in Section 275 of the SFA which has subscribed or purchased Securities from or through that the Underwriter, namely a person which is:
Appears in 1 contract
Samples: Terms Agreement (Citigroup Inc)
Japan. The Designated Securities have not been and will not be registered under the Financial Instruments and Exchange Law Act of Japan (Act No. 25 of 1948, as amended; the “FIEA”). Each Underwriter represents ) and agrees each underwriter has represented and agreed that it has not offered or sold and will not offer or sellsell any Designated Securities, directly or indirectly, any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan (including any corporation or other entity organized as defined under Item 5, Paragraph 1, Article 6 of the laws Foreign Exchange and Foreign Trade Act (Act No. 228 of Japan1949, as amended)), or to, or to others for the account or benefit of, any resident of Japan for reoffering re-offering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any a resident of Japan Japan, except (1) pursuant to an exemption from the registration requirements of, or and otherwise in compliance with, the FIEA and (2) in compliance with the any other applicable laws, regulations and governmental ministerial guidelines of Japan. Singapore The Singapore: This Prospectus Supplement and the accompanying Prospectus relating to this offering have not been and will not be registered as a prospectus Prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter has not offered or sold any Securities or caused this Prospectus Supplement, the Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the SecuritiesDesignated Securities may not be circulated or distributed, nor may the Designated Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a Relevant Personrelevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Each Underwriter will notify (whether through Where the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering Designated Securities are subscribed or otherwise) each of the following Relevant Persons specified in purchased under Section 275 of the SFA which has subscribed or purchased Securities from or through that Underwriter, namely by a relevant person which is:: (a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within 6 months after that corporation or that trust has acquired the Designated Securities pursuant to an offer made under Section 275 of the SFA except: (1) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or (in the case of a corporation) where the transfer arises from an offer referred to in Section 276(3)(i)(B) of the SFA or (in the case of a trust) where the transfer arises from an offer referred to in Section 276(4)(i)(B) of the SFA; (2) where no consideration is or will be given for the transfer; (3) where the transfer is by operation of law; or (4) as specified in Section 276(7) of the SFA; or (5) as specified in Regulation 32 of the Securities and Futures (Offers of Investments)(Shares and Debentures) Regulations 2005 of Singapore.
Appears in 1 contract
Samples: Anheuser-Busch InBev S.A.
Japan. The Securities Each Dealer understands, acknowledges and agrees that the Covered Bonds have not been and will not be registered under the Financial Instruments and Exchange Law Act of Japan (Act No. 25 of 1948, as amended, the “FIEA”). Each Underwriter ) and each Dealer represents and agrees that it has not and will not offer or sellsell any Covered Bonds, directly or indirectly, any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan (including any corporation or other entity organized as defined under Item 5, Paragraph 1, Article 6 of the laws Foreign Exchange and Foreign Trade Act (Act No. 228 of Japan1949, as amended)), or to, or to others for the account or benefit of, any resident of Japan for reoffering re-offering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any a resident of Japan Japan, except (1) pursuant to an exemption from the registration requirements of, or and otherwise in compliance with, the FIEA and (2) in compliance with the any other applicable laws, regulations and governmental ministerial guidelines of Japan. Singapore The Singapore: Each Dealer acknowledges that the Prospectus Supplement and accompanying Prospectus relating to this offering have has not been and will not be registered as a prospectus with the Monetary Authority of Singapore Singapore, and the Covered Bonds will be offered pursuant to exemptions under the Securities and Futures Act (Chapter 289 289) of Singapore) , as modified or amended from time to time (the “SFA”). Accordingly, each Underwriter Dealer represents, warrants and agrees, and each further Dealer appointed under the Programme will be required to represent, warrant and agree, that it has not offered or sold any Securities Covered Bonds or caused the Securities Covered Bonds to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities Covered Bonds or cause the Securities Covered Bonds to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying the Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the SecuritiesCovered Bonds, whether directly or indirectly, to persons any person in Singapore other than than: (i) to an institutional investor under (as defined in Section 4A of the SFA) pursuant to Section 274 of the SFA, ; (ii) to a Relevant Personrelevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A)) of the SFA, and in accordance with the conditions, conditions specified in Section 275 of the SFA SFA; or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Each Underwriter will notify (whether through Dealer acknowledges and agrees that where the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering Covered Bonds are subscribed or otherwise) each of the following Relevant Persons specified in purchased under Section 275 of the SFA which has subscribed or purchased Securities from or through that Underwriter, namely by a relevant person which is:
Appears in 1 contract
Samples: Dealership Agreement
Japan. The Securities Covered Bonds have not been and will not be registered under the Financial Instruments and Exchange Law Act of Japan (Law No. 25 of 1948, as amended, the “FIEAFIEL”). Each Underwriter Dealer represents and agrees that it has not offered or sold and will not offer or sell, directly or indirectly, sell any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan (including any corporation or other entity organized under the laws of Japan), or to, or for the account or benefit of, any resident of Japan for reoffering or resaleCovered Bonds, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949, as amended)), or to others for re-offering or resale, directly or indirectly, in Japan or to or for the benefit of, a resident of Japan, except (1) pursuant to an exemption from the registration requirements of, or and otherwise in compliance with, the FIEA FIEL and (2) in compliance with the any other applicable laws, regulations and governmental ministerial guidelines of Japan. Singapore The Singapore: Each Dealer acknowledges that the Prospectus Supplement and accompanying Prospectus relating to this offering have has not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Act, Chapter 289 of Singapore) Singapore (the “SFASecurities and Futures Act”). AccordinglyEach Dealer represents, each Underwriter has warrants and agrees that the Covered Bonds may not be offered or sold any Securities or caused the Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities or cause nor may the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or any other document or material in connection with the offer or sale, sale or invitation for subscription or purchase, purchase of the Securitiesany Covered Bonds be circulated or distributed, whether directly or indirectly, to persons any person in Singapore other than (ia) to an institutional investor under pursuant to Section 274 of the SFASecurities and Futures Act, (iib) to a Relevant Person, relevant person under Section 275(1) of the Securities and Futures Act or to any person pursuant to Section 275(1A)) of the Securities and Futures Act, and in accordance with the conditions, conditions specified in Section 275 of the SFA Securities and Futures Act or (iiic) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFASecurities and Futures Act. Each Underwriter will notify (whether through Where the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering Covered Bonds are subscribed or otherwise) each of the following Relevant Persons specified in purchased under Section 275 of the SFA which has subscribed or purchased Securities from or through that Underwriter, namely and Futures Act by a relevant person which is:
Appears in 1 contract
Samples: Agency Agreement
Japan. The Securities Covered Bonds have not been and will not be registered under the Financial Instruments and Exchange Law Act of Japan (Act No. 25 of 1948, as amended, the “FIEA”). Each Underwriter Dealer represents and agrees that it has not offered or sold and will not offer or sellsell any Covered Bonds, directly or indirectly, any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan (including any corporation or other entity organized as defined under Item 5, Paragraph 1, Article 6 of the laws Foreign Exchange and Foreign Trade Act (Act No. 228 of Japan1949, as amended)), or to, or to others for the account or benefit of, any resident of Japan for reoffering re-offering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any a resident of Japan Japan, except (1) pursuant to an exemption from the registration requirements of, or and otherwise in compliance with, the FIEA and (2) in compliance with the any other applicable laws, regulations and governmental ministerial guidelines of Japan. Singapore The Singapore: Each Dealer acknowledges that the Prospectus Supplement and accompanying Prospectus relating to this offering have has not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter Dealer represents, warrants and agrees that it has not offered or sold any Securities Covered Bonds or caused the Securities Covered Bonds to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities Covered Bonds or cause the Securities Covered Bonds to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying the Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the SecuritiesCovered Bonds, whether directly or indirectly, to persons any person in Singapore other than (i) to an institutional investor under (as defined in Section 4A of the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”)) pursuant to Section 274 of the SFA, (ii) to a Relevant Personrelevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A)) of the SFA, and in accordance with the conditions, conditions specified in Section 275 of the SFA SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Each Underwriter will notify (whether through Where the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering Covered Bonds are subscribed or otherwise) each of the following Relevant Persons specified in purchased under Section 275 of the SFA which has subscribed or purchased Securities from or through that Underwriter, namely by a relevant person which is:
Appears in 1 contract
Samples: Agency Agreement
Japan. The Securities (b) comply with any other applicable laws and regulations or requirement imposed by CONSOB, the Bank of Italy (including the reporting requirements, where applicable pursuant to Article 129 of the Banking Act and the implementing guidelines of the Bank of Italy, as amended from time to time) and/or any other Italian authority. Each Dealer understands, acknowledges and agrees that the Covered Bonds have not been and will not be registered under the Financial Instruments and Exchange Law Act of Japan (Act No. 25 of 1948, as amended, the “FIEA”). Each Underwriter ) and each Dealer represents and agrees that it has not and will not offer or sellsell any Covered Bonds, directly or indirectly, any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan (including any corporation or other entity organized as defined under Item 5, Paragraph 1, Article 6 of the laws Foreign Exchange and Foreign Trade Act (Act No. 228 of Japan1949, as amended)), or to, or to others for the account or benefit of, any resident of Japan for reoffering re-offering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any a resident of Japan Japan, except (1) pursuant to an exemption from the registration requirements of, or and otherwise in compliance with, the FIEA and (2) in compliance with the any other applicable laws, regulations and governmental ministerial guidelines of Japan. Singapore The Singapore: Each Dealer acknowledges that the Prospectus Supplement and accompanying Prospectus relating to this offering have has not been and will not be registered as a prospectus with the Monetary Authority of Singapore and the Covered Bonds will be offered pursuant to exemptions under the Securities and Futures Act (Act, Chapter 289 of Singapore) Singapore (the “SFASingapore Securities and Futures Act”). Accordingly, each Underwriter has the Covered Bonds may not be offered or sold any Securities or caused the Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities or cause nor may the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or any other document or material in connection with the offer or sale, sale or invitation for subscription or purchase, purchase of the Securitiesany Covered Bonds be circulated or distributed, whether directly or indirectly, to persons any person in Singapore other than than: (ia) to an institutional investor under pursuant to Section 274 of the SFA, Singapore Securities and Futures Act; (iib) to a Relevant Person, relevant person under Section 275(1) of the Singapore Securities and Futures Act or to any person pursuant to Section 275(1A)) of the Singapore Securities and Futures Act, and in accordance with the conditions, conditions specified in Section 275 of the SFA Singapore Securities and Futures Act; or (iiic) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFASingapore Securities and Futures Act. Each Underwriter will notify (whether through Dealer acknowledges and agrees that where the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering Covered Bonds are subscribed or otherwise) each of the following Relevant Persons specified in purchased under Section 275 of the SFA which has subscribed or purchased Singapore Securities from or through that Underwriter, namely and Futures Act by a relevant person which is:
Appears in 1 contract
Samples: Dealership Agreement
Japan. The Securities have not been and will not be registered under the Financial Instruments and Exchange Law Act of Japan (the “FIEA”). Each ) and accordingly each Underwriter represents has represented and agrees agreed that it has not offered or sold and will not offer or sellsell any Securities, directly or indirectly, any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to, or for the account or benefit of, any resident of Japan others for reoffering re-offering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan Japan, except (1) pursuant to an exemption from the registration requirements of, or and otherwise in compliance with, the FIEA and (2) in compliance with the any other applicable laws, regulations and governmental ministerial guidelines of Japan. Singapore The Prospectus Supplement This prospectus supplement and the accompanying Prospectus relating to this offering prospectus have not been and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Act, Chapter 289 of Singapore) Singapore (the “SFA”)) by the Monetary Authority of Singapore, and the offer of the Securities in Singapore is made primarily pursuant to the exemptions under Sections 274 and 275 of the SFA. Accordingly, each Underwriter has not offered or sold any Securities or caused this prospectus supplement and the Securities to be made the subject of an invitation for subscription or purchase accompanying prospectus and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the SecuritiesSecurities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons any person in Singapore other than (i) to an institutional investor under as defined in Section 4A of the SFA (an “Institutional Investor”) pursuant to Section 274 of the SFA, (ii) to an accredited investor as defined in Section 4A of the SFA (an “Accredited Investor”) or other relevant person as defined in Section 275(2) of the SFA (a “Relevant Person”) and pursuant to Section 275(1) of the SFA, or to any person pursuant to an offer referred to in Section 275(1A)) of the SFA, and in accordance with the conditions, specified in Section 275 of the SFA and (where applicable) Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018, or (iii) otherwise pursuant to, and in accordance with with, the conditions of, any other applicable exemption or provision of the SFA. Each Underwriter will notify (whether through the distribution It is a condition of the Prospectus Supplement and accompanying Prospectus relating offer that where the Securities are subscribed for or acquired pursuant to this offering or otherwise) each of the following Relevant Persons specified an offer made in reliance on Section 275 of the SFA which has subscribed or purchased Securities from or through that Underwriter, namely by a person Relevant Person which is:
Appears in 1 contract
Samples: Walgreens Boots Alliance, Inc.