Jersey. In respect of any Loan Party incorporated under the laws of Jersey and whose shares are secured by way of any of the Collateral Agreements, forthwith following execution of the relevant collateral Agreement, each Loan Party shall:
Jersey. 5.1 Each Underwriter represents and agrees that it has not and will not circulate, and that it has not procured and will not procure the circulation of, any prospectus within the meaning of Article 1 of the Companies (Jersey) Law 1991, as amended, on behalf of the Company in any part of the world in relation to any Shares and/or ADSs without the Company having obtained the prior written consent of the Jersey Registrar of Companies to such circulation. ANNEX B
Jersey. 5.1 Each Underwriter represents and agrees that it has not and will not circulate, and that it has not procured and will not procure the circulation of, any prospectus within the meaning of Article 1 of the Companies (Jersey) Law 1991, as amended, on behalf of the Company in any part of the world in relation to any Shares and/or ADSs without the Company having obtained the prior written consent of the Jersey Registrar of Companies to such circulation. [6. REPUBLIC OF SOUTH AFRICA]5 [7. SWITZERLAND]6 [•]7 5 To be updated. 6 To be updated. 7 Further jurisdictions may be added. ANNEX B
Jersey. Each Guarantor irrevocably and unconditionally abandons and waives any right which it may have at any time under the existing or future laws of Jersey:
Jersey. Each Manager agrees that it will not circulate in Jersey any offer for subscription, sale or exchange of the Securities without either the prior consent of the Jersey Financial Services Commission or pursuant to an exemption from the requirement to obtain such consent.
Jersey. In respect of WorldPay Limited (Jersey), the Transferor shall deliver or make available to the Purchaser transfers of the relevant Shares duly executed by the registered holder in favour of the Purchaser, accompanied by the relative share certificates (or an express indemnity in a form satisfactory to the Purchaser in the case of any certificate found to be missing).
Jersey. The Dealer represents and agrees that it has not prior to the consent of the registrar of companies in Jersey (the “Jersey Registrar”) pursuant to the Companies (General Provisions) (Jersey) Order 2002, as amended being obtained and becoming effective, circulated an invitation to acquire or apply for any Notes in circumstances where such invitation constitutes or may constitute a prospectus for the purposes of the Companies (Jersey) Law 1991, as amended or the Companies (General Provisions) (Jersey) Order 2002, as amended. For the avoidance of any doubt, this Base Prospectus does not constitute a prospectus for the purposes the Companies (Jersey) Law 1991, as amended or the Companies (General Provisions) (Jersey) Order 2002, as amended and it is not necessary for the prior consent of the Jersey Registrar pursuant to the Companies (General Provisions) (Jersey) Order 2002, as amended to be obtained or become effective, prior to the circulation of an invitation to acquire or apply for any Notes under this Programme and constitute pursuant to the Base Prospectus only.
Jersey. Xxxx 0 Xxxxx Xxxxxx Xxxx Xxxxxx Xxxxxxxxx du Haut de la Ville St Helier Jersey
Jersey. The Issuer and the Guarantor represent, warrant and agree that they have not , and will not, circulate an offer for subscription, sale or exchange of the Exchange Securities or Registrable Securities in Jersey without the consent of the Jersey Financial Services Commission.
Jersey
