Jersey Sample Clauses

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: (a) until the Discharge Date, enter and maintain a notation in such Loan Party’s register of members recording appropriate particulars of the security granted or otherwise constituted by the relevant Jersey Collateral Agreement; and (b) provide a copy of the register of members (containing all such particulars as referred to foregoing) to the Administrative Agent (such copy of the register of members being certificated, by a director of each relevant Loan Party, as a “true, accurate and complete copy of the original”).

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. 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. 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.

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: (i) whether by virtue of the droit de discussion or otherwise to require that recourse be had by the DIP Agent or any DIP Lender or any other Secured Party to the assets of any other Guarantor or any other person before any claim is enforced against that Guarantor in respect of the obligations assumed by it under any of the Loan Documents; and (ii) whether by virtue of the droit de division or otherwise to require that any liability under any guarantee or indemnity contained in any of the Loan Documents be divided or apportioned with any other Guarantor or any other person or reduced in any manner whatsoever.

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. Xxxxx Xxxxxx Xxxx Xxxxxx Xxxxxxxxx du Haut de la Ville St Helier Jersey

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. 1. PRIOR TO THE DATE OF THIS AGREEMENT 1.1 Application for Admission of Securities and LSE Form 1. 1.2 A certified true copy of the minutes of the board of directors of the Company at which resolutions were passed in the agreed form, inter alias, authorizing the steps to be taken by the Company in connection with the allotment and pricing of the Shares. 1.3 A form of definitive share certificate for the Shares. 1.4 Original copies of the letters from PricewaterhouseCoopers LLP and PricewaterhouseCoopers Inc. consenting to the inclusion of their names and the references to them in the form and context in which they are respectively included. 1.5 Original copies of the letters from BDO Xxxx Xxxxxxx consenting to the inclusion of its name and the references to them in the form and context in which they are respectively included. Randgold Resources Limited La Motte Xxxxxxxx La Motte Street St Helier Jersey Channel Islands HSBC Bank plc Xxxxxxx Xxxxx International As Representatives of the several Underwriters c/o HSBC Bank plc 8 Canada Square Xxxxxx Xxxxx Xxxxxx X00 0XX Xxxxxx Xxxxxxx c/o Merrill Xxxxx International Xxxxxxx Xxxxx Financial Centre 0 Xxxx Xxxxxx Xxxxxx London EC1A 1HQ United Kingdom Ladies and Gentlemen: 1. This letter is being delivered to you in connection with the proposed underwriting agreement (the “Underwriting Agreement”) between Randgold Resources Limited (the “Company”) and HSBC Bank plc and Xxxxxxx Xxxxx International (the “Representatives”) as representatives of the group of Underwriters (the “Underwriters”) named therein. 2. I hereby warrant and represent that (a) I am the legal and beneficial owner of ordinary shares of US$0.05 par value per share of the Company in the form of either ordinary shares or ADSs (the “Securities”); (b) I am the beneficiary of options to subscribe for in aggregate Securities; (c) save as set out in paragraphs 2(a) and (b) above, I hav...

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. 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 1. PRIOR TO THE DATE OF THIS AGREEMENT 1.1 Three copies of the International Prospectus (and any supplementary prospectus) to be submitted for approval by the U.K. Listing Authority pursuant to the U.K. Prospectus Rules and U.K. FSMA, including a copy of each document incorporated by reference 1.2 Application for Admission of Securities and LSE form 1. 1.3 The original application for the approval of the International Prospectus (Form A). 1.4 The checklist to be submitted to the U.K. Listing Authority in accordance with paragraph 3.1.1(3) of the U.K.