Common use of Japanese Selling Restrictions Clause in Contracts

Japanese Selling Restrictions. The Underwriters agree that the Securities have not been and will not be registered under the Securities and Exchange Law of Japan and will be subject to the Special Taxation Measures Law of Japan. Accordingly, each of the Underwriters has represented and agreed that (i) it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Securities in Japan or to, or for the benefit of, any resident of Japan (which term as used in this item (i) means any person resident of Japan, including any corporation or other entity organized under the laws of Japan) or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law of Japan and any other applicable laws, regulations and governmental guidelines of Japan; and (ii) it has not, directly or indirectly, offered or sold and will not, (a) as part of its distribution at any time and (b) otherwise until forty days after the date of issue of the Securities, directly or indirectly offer or sell the Securities in Japan or to, or for the benefit of, any resident of Japan (which terms as used in this item (ii) means any person resident in Japan, including any corporation or other entity organized under the laws of Japan but excluding certain financial institutions defined in Article 6, paragraph 8 of the Special Taxation Measures Law and any other excluded category of persons, corporations or other entities under the Special Taxation Measures Law) or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, so as to satisfy the requirements of the tax exemption as provided for in Article 6 of the Special Taxation Measures Law and any other applicable laws, regulations and governmental guidelines of Japan.

Japanese Selling Restrictions. The Underwriters agree that the Securities have not been and will not be registered under the Securities and Exchange Law of Japan FIEA and will be subject to the Act on Special Measures Concerning Taxation of Japan, as amended (the “Special Taxation Measures Law of JapanAct”). Accordingly, each of the Underwriters has represented and agreed that (i) it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Securities in Japan or to, or for the benefit of, any resident of Japan (which term as used in this item (i) means any person resident of in Japan, including any corporation or other entity organized under the laws of Japan) ), or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law of Japan FIEA and any other applicable laws, regulations and governmental guidelines of Japan; and (ii) it has not, directly or indirectly, offered or sold and will not, (a) as part of its distribution at any time and (b) otherwise until forty days after the date of issue of the Securitiesinitial distribution, directly or indirectly offer or sell the Securities in Japan or to, or for the benefit of, any person other than, or to others for re-offering or re-sale, directly or indirectly to, or for the benefit of, any person other than (i) a beneficial owner that is, for Japanese tax purposes, neither an individual resident of Japan (which terms as used in this item (ii) means any person or a Japanese corporation, nor an individual non-resident in Japan, including any corporation or other entity organized under the laws of Japan but excluding certain financial institutions defined or a non-Japanese corporation that in either case is a person having a special relationship with us as described in Article 6, paragraph 8 4 of the Special Taxation Measures Law and Act (such person is hereinafter referred to as a “specially-related person of the Company”) (excluding an Underwriter designated in Article 6, paragraph 10, item 1 of the Special Taxation Measures Act which purchases unsubscribed portions of the Securities from other Underwriters), (ii) a Japanese financial institution, designated in Article 3-2-2, paragraph 29 (all references to which shall be to paragraph 28 with effect from April 1, 2016) of the Cabinet Order (Cabinet Order No. 43 of 1957, as amended) (the “Cabinet Order”) relating to the Special Taxation Measures Act that will hold the Securities for its own proprietary account or (iii) any other excluded category of persons, corporations or other entities under the Special Taxation Measures Law) or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, so as to satisfy the requirements of the tax exemption as provided for in Article 6 of the Special Taxation Measures Law and any other applicable laws, regulations and governmental guidelines of JapanAct.

Japanese Selling Restrictions. The Underwriters agree that the Securities have not been and will not be registered under the Securities and Exchange Law of Japan FIEA and will be subject to the Special Taxation Measures Law of Japan. Accordingly, each of the Underwriters has represented and agreed that (i) it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Securities in Japan or to, or for the benefit of, any resident of Japan (which term as used in this item (i) means any person resident of in Japan, including any corporation or other entity organized under the laws of Japan) or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law of Japan FIEA and any other applicable laws, regulations and governmental guidelines of Japan; and (ii) it has not, directly or indirectly, offered or sold and will not, (a) as part of its distribution at any time and (b) otherwise until forty days after the date of issue of the Securitiesdistribution, directly or indirectly offer or sell the Securities in Japan or to, or for the benefit of, any person other than a Gross Recipient. A “Gross Recipient” for this purpose is (i) a beneficial owner that is, for Japanese tax purposes, neither an individual resident of Japan (which terms as used in this item (ii) means any person or a Japanese corporation, nor an individual non-resident in Japan, including any corporation or other entity organized under the laws of Japan but excluding certain financial institutions defined or non-Japanese corporation that in either case is a person having a special relationship with us as described in Article 6, paragraph 8 4 of the Special Taxation Measures Law and any Act (such person is hereinafter referred to as a “specially-related person of the Company”) (excluding an Underwriter designated in Article 6, paragraph 10, item 1 of Special Taxation Measures Act which purchases unsubscribed portions of the Securities from other excluded category Underwriters), (ii) a Japanese financial institution, designated in Article 3-2-2, paragraph 29 of personsthe Cabinet Order (Cabinet Order No. 43 of 1957, corporations or other entities under as amended) (the “Cabinet Order”) relating to the Special Taxation Measures LawAct that will hold the Securities for its own proprietary account or (iii) an individual resident of Japan or to others for re-offering or re-sale, directly or indirectly, a Japanese corporation whose receipt of interest on the Securities will be made through a payment handling agent in Japan or toas defined in Article 2-2, or for the benefit of, any resident of Japan, so as to satisfy the requirements paragraph 2 of the tax exemption as provided for in Article 6 of the Special Taxation Measures Law and any other applicable laws, regulations and governmental guidelines of JapanCabinet Order.

Japanese Selling Restrictions. The Underwriters agree that the Securities have not been and will not be registered under the Securities and Exchange Law of Japan FIEA and will be subject to the Act on Special Measures Concerning Taxation of Japan, as amended (the “Special Taxation Measures Law of JapanAct”). Accordingly, each of the Underwriters has represented and agreed that (i) it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Securities in Japan or to, or for the benefit of, any resident of Japan (which term as used in this item (i) means any person resident of in Japan, including any corporation or other entity organized under the laws of Japan) ), or to others for re-offering or re-saleresale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law of Japan FIEA and any other applicable laws, regulations and governmental guidelines of Japan; and (ii) it has not, directly or indirectly, offered or sold and will not, (a) as part of its distribution under this Agreement at any time and (b) otherwise until forty days after the date of issue of the Securitiestime, directly or indirectly offer or sell the Securities in Japan or to, or for the benefit of, any person other than a beneficial owner that is, (A) for Japanese tax purposes, neither (x) an individual resident of Japan or a Japanese corporation, nor (which terms as used in this item (iiy) means any person an individual non-resident in Japan, including any corporation or other entity organized under the laws of Japan but excluding certain financial institutions defined or a non-Japanese corporation that in either case is a person having a special relationship with the Company as described in Article 6, paragraph 8 4 of the Special Taxation Measures Law and any other excluded category of persons, corporations or other entities under the Special Taxation Measures Law) or Act (such person is hereinafter referred to others for reas a “specially-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, so as to satisfy the requirements related person of the tax exemption as provided for Company”) (excluding an Underwriter designated in Article 6 6, paragraph 12, item 1 of the Special Taxation Measures Law Act which purchases unsubscribed portions of the Securities from the other Underwriters) or (B) a Japanese financial institution, designated in Article 3-2-2, paragraph 29 of the Order for Enforcement of the Act on Special Measures Concerning Taxation of Japan (Cabinet Order No. 43 of 1957, as amended). Prior to the finalization of the allocations of the Securities to the Subsequent Purchasers, the Company will identify and inform the Representative[s] of all specially-related persons of the Company from the list compiled by the Underwriters of potential Subsequent Purchasers that may purchase any other applicable laws, regulations and governmental guidelines of Japanthe Securities from the Underwriters as part of the initial distribution of the Securities under this Agreement.

Japanese Selling Restrictions. The Underwriters agree Each Underwriter agrees that the Securities have not been and will not be registered under the Securities Financial Instruments and Exchange Law of Japan Act and will be subject to the Act on Special Measures Concerning Taxation of Japan (Act No. 26 of 1957, as amended) (the “Act on Special Measures Law of JapanConcerning Taxation”). Accordingly, each of the Underwriters has represented represents and agreed agrees that (i) it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Securities in Japan or to, or for the benefit of, any resident of Japan (which term as used in this item (i) means to any person resident of Japan, in Japan for Japanese securities law purposes (including any corporation or other entity organized under the laws of Japan) or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan), except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities Financial Instruments and Exchange Law of Japan Act and any other applicable laws, regulations and governmental guidelines of Japan; and (ii) it has not, directly or indirectly, offered or sold and will not, (a) not as part of its distribution at any time and (b) otherwise until forty days after the date of issue of the Securitiesdistribution, directly or indirectly offer or sell the Securities in Japan or to, or for the benefit of, any resident of Japan (which terms as used in this item (ii) means any person resident in Japan, including any corporation or other entity organized under the laws of Japan but excluding certain financial institutions defined in Article 6, paragraph 8 of the Special Taxation Measures Law and any other excluded category of persons, corporations or other entities under the Special Taxation Measures Law) than a Gross Recipient or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any person other than a Gross Recipient. A “Gross Recipient” for this purpose is (i) a beneficial owner that is, for Japanese tax purposes, neither (x) an individual resident of JapanJapan or a Japanese corporation, so nor (y) an individual non-resident of Japan or a non-Japanese corporation that in either case is a person having a special relationship with the Company as to satisfy the requirements described in Article 6, paragraph (4) of the tax exemption as provided for Act on Special Measures Concerning Taxation (a “Specially-Related Person of the Company”), (ii) a Japanese financial institution, designated in Article 6 3-2-2, paragraph (28) of the Cabinet Order No. 43 of 1957, as amended (the “Cabinet Order”) that will hold Securities for its own proprietary account, (iii) a public corporation, a financial institution or a financial instruments business operator described in Article 0-0, Xxxxxxxxx (6) of the Act on Special Measures Concerning Taxation Measures Law and any other applicable lawsthat complies with the requirement under that paragraph or (iv) an individual resident of Japan or a Japanese corporation whose receipt of interest on the Securities will be made through a payment handling agent in Japan as defined in Article 2-2, regulations and governmental guidelines paragraph (2) of Japanthe Cabinet Order.

Japanese Selling Restrictions. The Underwriters agree that the Securities Notes have not been and will not be registered under the Securities FIEL and Exchange Law of Japan and will be are subject to the Special Taxation Measures Law Act of JapanJapan (Act No. Accordingly26 of 1957, each of as amended) (the Underwriters has represented “Special Taxation Measures Act”). Each Underwriter, severally and agreed not jointly, represents and warrants to, and agrees with, the Issuer that (i) it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Securities Notes in Japan or to, or for the benefit of, any resident of Japan (which term as used in this item clause (i) means any person resident of Japan, including any corporation or other entity organized under the laws of Japan) or to others for re-offering reoffering or re-saleresale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law of Japan FIEL and any other applicable laws, regulations and governmental guidelines of Japan; and (ii) it has not, directly or indirectly, offered or sold and will not, (a) as part of its distribution pursuant to this Agreement at any time and (b) otherwise until forty days after the date of issue of the Securitiestime, directly or indirectly offer or sell the Securities in Japan or any Notes to, or for the benefit of, any person other than a beneficial owner that is (a) for Japanese tax purposes, neither (x) an individual resident of Japan or a Japanese corporation, nor (which terms as used in this item (iiy) means any person an individual non-resident in Japan, including any corporation or other entity organized under the laws of Japan but excluding certain financial institutions defined or a non-Japanese corporation that in either case is a person having a special relationship with the Issuer as described in Article 6, paragraph 8 (4) of the Special Taxation Measures Law and any other excluded category Act (such person is referred to as a “Specially-Related Person of persons, corporations or other entities under the Special Taxation Measures LawIssuer”) or to others for re-offering or re-sale(b) a Japanese financial institution, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, so as to satisfy the requirements of the tax exemption as provided for designated in Article 6 6, paragraph (11) of the Special Taxation Measures Law Act. Notwithstanding the restriction set forth in (ii) above, pursuant to the Special Taxation Measures Act, Mizuho Securities USA LLC, a Specially-Related Person of the Issuer and acting in its capacity as an Underwriter, will be permitted to acquire or purchase, as part of the distribution of the Notes, the remainder of the Notes from any of the other applicable lawsUnderwriters, regulations and governmental guidelines where such other Underwriter has failed to sell to subsequent purchasers all of Japanthe Notes that it acquired or purchased from the Issuer in its capacity as an Underwriter.

Japanese Selling Restrictions. The Underwriters agree that the Securities Notes have not been and will not be registered under the Securities FIEL and Exchange Law of Japan and will be are subject to the Special Taxation Measures Law Act of JapanJapan (Act No. Accordingly26 of 1957, each of as amended) (the Underwriters has represented “Special Taxation Measures Act”). Each Underwriter, severally and agreed not jointly, represents and warrants to, and agrees with, the Issuer that (i) it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Securities Notes in Japan or to, or for the benefit of, any resident of Japan (which term as used in this item clause (i) means any person resident of Japan, including any corporation or other entity organized under the laws of Japan) or to others for re-offering reoffering or re-saleresale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law of Japan FIEL and any other applicable laws, regulations and governmental guidelines of Japan; and (ii) it has not, directly or indirectly, offered or sold and will not, (a) as part of its distribution pursuant to this Agreement at any time and (b) otherwise until forty days after the date of issue of the Securitiestime, directly or indirectly offer or sell the Securities in Japan or any Notes to, or for the benefit of, any person other than a beneficial owner that is (a) for Japanese tax purposes, neither (x) an individual resident of Japan or a Japanese corporation, nor (which terms as used in this item (iiy) means any person an individual non-resident in Japan, including any corporation or other entity organized under the laws of Japan but excluding certain financial institutions defined or a non-Japanese corporation that in either case is a person having a special relationship with the Issuer as described in Article 6, paragraph 8 (4) of the Special Taxation Measures Law and any other excluded category Act (such person is referred to as a “Specially-Related Person of persons, corporations or other entities under the Special Taxation Measures LawIssuer”) or to others for re-offering or re-sale(b) a Japanese financial institution, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, so as to satisfy the requirements of the tax exemption as provided for designated in Article 6 6, paragraph (11) of the Special Taxation Measures Law Act. Notwithstanding the restriction set forth in (ii) above, pursuant to the Special Taxation Measures Act, Mizuho Securities USA LLC, a Specially-Related Person of the Issuer and acting in its capacity as an Underwriter, will be permitted to acquire or purchase, as part of the distribution of the Notes, the remainder of the Notes from any of the other applicable lawsUnderwriters, regulations and governmental guidelines where such other Underwriter has failed to sell to Subsequent Purchasers all of Japanthe Notes that it acquired or purchased from the Issuer in its capacity as an Underwriter.

Japanese Selling Restrictions. The Underwriters agree that the Securities have not been and will not be registered under the Securities and Exchange Law of Japan FIEA and will be subject to the Act on Special Measures Concerning Taxation of Japan, as amended (the “Special Taxation Measures Law of JapanAct”). Accordingly, each of the Underwriters has represented and agreed that (i) it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Securities in Japan or to, or for the benefit of, any resident of Japan (which term as used in this item (i) means any person resident of in Japan, including any corporation or other entity organized under the laws of Japan) ), or to others for re-offering or re-saleresale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law of Japan FIEA and any other applicable laws, regulations and governmental guidelines of Japan; and (ii) it has not, directly or indirectly, offered or sold and will not, (a) as part of its distribution under this Agreement at any time and (b) otherwise until forty days after the date of issue of the Securitiestime, directly or indirectly offer or sell the Securities in Japan or to, or for the benefit of, any person other than a beneficial owner that is, (A) for Japanese tax purposes, neither (x) an individual resident of Japan or a Japanese corporation, nor (which terms as used in this item (iiy) means any person an individual non-resident in Japan, including any corporation or other entity organized under the laws of Japan but excluding certain financial institutions defined or a non-Japanese corporation that in either case is a person having a special relationship with the Company as described in Article 6, paragraph 8 4 of the Special Taxation Measures Law and any other excluded category of persons, corporations or other entities under the Special Taxation Measures Law) or Act (such person is hereinafter referred to others for reas a “specially-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, so as to satisfy the requirements related person of the tax exemption as provided for Company”) (excluding an Underwriter designated in Article 6 6, paragraph 12, item 1 of the Special Taxation Measures Law Act which purchases unsubscribed portions of the Securities from the other Underwriters) or (B) a Japanese financial institution, designated in Article 3-2-2, paragraph 29 of the Order for Enforcement of the Act on Special Measures Concerning Taxation of Japan (Cabinet Order No. 43 of 1957, as amended). Prior to the finalization of the allocations of the Securities to the Subsequent Purchasers, the Company will identify and inform the Representative of all specially-related persons of the Company from the list compiled by the Underwriters of potential Subsequent Purchasers that may purchase any other applicable laws, regulations and governmental guidelines of Japanthe Securities from the Underwriters as part of the initial distribution of the Securities under this Agreement.

Japanese Selling Restrictions. The Underwriters agree that the Securities Notes have not been and will not be registered under the Securities FIEL and Exchange Law of Japan and will be are subject to the Special Taxation Measures Law Act of JapanJapan (Act No. Accordingly26 of 1957, each of as amended) (the Underwriters has represented “Special Taxation Measures Act”). Each Underwriter, severally and agreed not jointly, represents and warrants to, and agrees with, the Issuer that (i) it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Securities Notes in Japan or to, or for the benefit of, any resident of Japan (which term as used in this item clause (i) means any person resident of Japan, including any corporation or other entity organized under the laws of Japan) or to others for re-offering reoffering or re-saleresale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law of Japan FIEL and any other applicable laws, regulations and governmental guidelines of Japan; and (ii) it has not, directly or indirectly, offered or sold and will not, (a) as part of its distribution pursuant to this Agreement at any time and (b) otherwise until forty days after the date of issue of the Securitiestime, directly or indirectly offer or sell the Securities in Japan or any Notes to, or for the benefit of, any person other than a beneficial owner that is (a) for Japanese tax purposes, neither (x) an individual resident of Japan or a Japanese corporation, nor (which terms as used in this item (iiy) means any person an individual non-resident in Japan, including any corporation or other entity organized under the laws of Japan but excluding certain financial institutions defined or a non-Japanese corporation that in either case is a person having a special relationship with the Issuer as described in Article 6, paragraph 8 (4) of the Special Taxation Measures Law and any other excluded category Act (such person is referred to as a “Specially-Related Person of persons, corporations or other entities under the Special Taxation Measures LawIssuer”) or to others for re-offering or re-sale(b) a Japanese financial institution, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, so as to satisfy the requirements of the tax exemption as provided for designated in Article 6 6, paragraph (9) of the Special Taxation Measures Law Act. Notwithstanding the restriction set forth in (ii) above, pursuant to the Special Taxation Measures Act, Mizuho Securities USA LLC, a Specially-Related Person of the Issuer and acting in its capacity as an Underwriter, will be permitted to acquire or purchase, as part of the distribution of the Notes, the remainder of the Notes from any of the other applicable lawsUnderwriters, regulations and governmental guidelines where such other Underwriter has failed to sell to subsequent purchasers all of Japanthe Notes that it acquired or purchased from the Issuer in its capacity as an Underwriter.

Japanese Selling Restrictions. The Underwriters agree that the Securities have not been and will not be registered under the Securities and Exchange Law of Japan FIEA and will be subject to the Special Taxation Measures Law of Japan. Accordingly, each of the Underwriters has represented and agreed that (i) it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Securities in Japan or to, or for the benefit of, any resident of Japan (which term as used in this item (i) means any person resident of in Japan, including any corporation or other entity organized under the laws of Japan) or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law of Japan FIEA and any other applicable laws, regulations and governmental guidelines of Japan; and (ii) it has not, directly or indirectly, offered or sold and will not, (a) as part of its distribution at any time and (b) otherwise until forty days after the date of issue of the Securities, directly or indirectly offer or sell the Securities in Japan or to, or for the benefit of, any resident of Japan (which terms as used in this item (ii) means any person resident in Japan, including any corporation or other entity organized under the laws of Japan but excluding certain financial institutions defined in Article 6, paragraph 8 of the Special Taxation Measures Law and any other excluded category of persons, corporations or other entities under the Special Taxation Measures Law) or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, so as to satisfy the requirements of the tax exemption as provided for in Article 6 of the Special Taxation Measures Law and any other applicable laws, regulations and governmental guidelines of Japan.

Japanese Selling Restrictions. The Underwriters agree that the Securities have not been and will not be registered under the Securities Financial Instruments and Exchange Law of Japan and will be subject to the Special Taxation Measures Law of Japan. Accordingly, each of the Underwriters has represented and agreed that (i) it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Securities in Japan or to, or for the benefit of, any resident of Japan (which term as used in this item (i) means any person resident of Japan, including any corporation or other entity organized under the laws of Japan) or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities Financial Instruments and Exchange Law of Japan and any other applicable laws, regulations and governmental guidelines of Japan; and (ii) it has not, directly or indirectly, offered or sold and will not, (a) as part of its distribution at any time and (b) otherwise until forty days after the date of issue of the Securities, directly or indirectly offer or sell the Securities in Japan or to, or for the benefit of, any resident of Japan (which terms as used in this item (ii) means any person resident in Japan, including any corporation or other entity organized under the laws of Japan but excluding certain financial institutions defined in Article 6, paragraph 8 of the Special Taxation Measures Law and any other excluded category of persons, corporations or other entities under the Special Taxation Measures Law) or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, so as to satisfy the requirements of the tax exemption as provided for in Article 6 of the Special Taxation Measures Law and any other applicable laws, regulations and governmental guidelines of Japan.]

Japanese Selling Restrictions. The Underwriters agree that the Securities have not been and will not be registered under the Securities and Exchange Law of Japan FIEA and will be subject to the Act on Special Measures Concerning Taxation of Japan, as amended (the “Special Taxation Measures Law of JapanAct”). Accordingly, each of the Underwriters has represented and agreed that (i) it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Securities in Japan or to, or for the benefit of, any resident of Japan (which term as used in this item (i) means any person resident of in Japan, including any corporation or other entity organized under the laws of Japan) ), or to others for re-offering or re-saleresale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law of Japan FIEA and any other applicable laws, regulations and governmental guidelines of Japan; and (ii) it has not, directly or indirectly, offered or sold and will not, (a) as part of its distribution under this Agreement at any time and (b) otherwise until forty days after the date of issue of the Securitiestime, directly or indirectly offer or sell the Securities in Japan or to, or for the benefit of, any person other than a beneficial owner that is, (A) for Japanese tax purposes, neither (x) an individual resident of Japan or a Japanese corporation, nor (which terms as used in this item (iiy) means any person an individual non-resident in Japan, including any corporation or other entity organized under the laws of Japan but excluding certain financial institutions defined or a non-Japanese corporation that in either case is a person having a special relationship with the Company as described in Article 6, paragraph 8 4 of the Special Taxation Measures Law and any other excluded category of persons, corporations or other entities under the Special Taxation Measures Law) or Act (such person is hereinafter referred to others for reas a “specially-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, so as to satisfy the requirements related person of the tax exemption as provided for Company”) (excluding an Underwriter designated in Article 6 6, paragraph 10, item 1 of the Special Taxation Measures Law Act which purchases unsubscribed portions of the Securities from the other Underwriters) or (B) a Japanese financial institution, designated in Article 3-2-2, paragraph 28 of the Order for Enforcement of the Act on Special Measures Concerning Taxation of Japan (Cabinet Order No. 43 of 1957, as amended). Prior to the finalization of the allocations of the Securities to the Subsequent Purchasers, the Company will identify and inform the Representative of all specially-related persons of the Company from the list compiled by the Underwriters of potential Subsequent Purchasers that may purchase any other applicable laws, regulations and governmental guidelines of Japanthe Securities from the Underwriters as part of the initial distribution of the Securities under this Agreement.