MiFID II Product Governance. Solely for the purposes of Article 9(8) of Commission Delegated Directive 2017/593 (the “Delegated Directive”) regarding the responsibilities of “manufacturers” under the Product Governance requirements contained within: (a) Directive 2014/65/EU (as amended, “MiFID II”); (b) Articles 9 and 10 of the Delegated Directive; and (c) local implementing measures (the “MiFID II Product Governance Requirements”), each Underwriter acknowledges to each other Underwriter that it understands the responsibilities conferred upon the Underwriters subject to MiFID II under the MiFID II Product Governance Requirements relating to: (i) the target market for the Offer; (ii) the eligible distribution channels for dissemination of the Offer, each as set out in Prospectus Supplement in relation to the Offer; and (iii) the requirement to carry out a product approval process. For the avoidance of doubt, this understanding and acknowledgement does not impose any additional obligations on those Underwriters that are not “manufacturers” (as defined above).
MiFID II Product Governance. Solely for the purposes of the requirements of Article 9(8) of the MiFID Product Governance rules under EU Delegated Directive 2017/593, as amended (the “Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the Product Governance Rules:
(a) each of BNP Paribas, Xxxxxxx Xxxxx & Co. LLC and X.X. Xxxxxx Securities plc (each a “Manufacturer” and together the “Manufacturers”) acknowledges to each other Manufacturer that it understands the responsibilities conferred upon it under the Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Debt Securities and the related information set out in the Prospectus and any announcements in connection with the Debt Securities; and
(b) ING Bank N.V., Xxxxxxx Xxxxx International, Mizuho International plc, MUFG Securities EMEA plc, SMBC Nikko Capital Markets Limited, The Toronto-Dominion Bank, U.S. Bancorp Investments, Inc., Citigroup Global Markets Limited, HSBC Securities (USA) Inc., Xxxxxx Xxxxxxx & Co. International plc, NatWest Markets Plc, PNC Capital Markets LLC, Scotiabank Europe plc, Xxxxx Fargo Securities International Limited, Banco Bilbao Vizcaya Argentaria, S.A., BB&T Capital Markets, a division of BB&T Securities, LLC, BNY Mellon Capital Markets, LLC, Regions Securities LLC and the Transaction Parties note the application of the Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Debt Securities by the Manufacturers and the related information set out in the Prospectus and any announcements in connection with the Debt Securities.
MiFID II Product Governance. Solely for the purposes of the requirements of Article 9(8) of the MIFID Product Governance rules under EU Delegated Directive 2017/593 (the “Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the Product Governance Rules:
(a) each of Barclays Bank PLC, Xxxxxxx Xxxxx International and Deutsche Bank AG, London Branch (each a “Manufacturer” and together the “Manufacturers”) acknowledges to each other Manufacturer that it understands the responsibilities conferred upon it under the Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Notes and the related information set out in the Prospectus in connection with the Notes; and
(b) the Underwriters who are not deemed to be Manufacturers, the Issuers and the Company note the application of the Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Notes by the Manufacturers and the related information set out in the Prospectus in connection with the Notes.
MiFID II Product Governance. Solely for the purposes of the requirements of Article 9(8) of the MIFID Product Governance rules under EU Delegated Directive 2017/593 (the “Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the Product Governance Rules:
(a) each of the Representatives acknowledge that it understands the responsibilities conferred upon it under the Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Notes and the related information set out in the Pricing Disclosure Package in connection with the Notes; and
(b) the Company, the Guarantor and the Underwriters note the application of the Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Notes by the Representatives and the related information set out in the Pricing Disclosure Package in connection with the Notes.
MiFID II Product Governance. Solely for the purposes of the requirements of Article 9(8) of the MiFID Product Governance rules under EU Delegated Directive 2017/593, as amended (the “Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the Product Governance Rules:
(a) each of Mxxxxxx Lxxxx International, HSBC Bank plc and Mxxxxx Sxxxxxx & Co. International plc (each a “Manufacturer” and together the “Manufacturers”) acknowledges to each other Manufacturer that it understands the responsibilities conferred upon it under the Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Debt Securities and the related information set out in the Prospectus and any announcements in connection with the Debt Securities; and
(b) the Underwriters (other than Academy Securities, Inc., Banco Bilbao Vizcaya Argentaria, S.A., BNY Mellon Capital Markets, LLC, PNC Capital Markets LLC, Regions Securities LLC and SunTrust Rxxxxxxx Xxxxxxxx, Inc.) and the Transaction Parties note the application of the Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Debt Securities by the Manufacturers and the related information set out in the Prospectus and any announcements in connection with the Debt Securities.
MiFID II Product Governance. Each of the Dealers, the Arranger, the Issuer and the Guarantor agree that, solely by virtue of the appointment of any Dealer or the Arranger, as applicable, on the Programme, neither the Dealers nor the Arranger nor any of their respective affiliates will be a manufacturer for the purposes of the EU Delegated Directive 2017/593.
MiFID II Product Governance. Solely for the purposes of Article 9(8) of Commission Delegated Directive 2017/593 (the “Delegated Directive”) regarding the responsibilities of “manufacturers” under the Product Governance requirements contained within: (a) Directive 2014/65/EU as amended (“MiFID II”); (b) Articles 9 and 10 of the Delegated Directive; and (c) local implementing measures (the “MiFID II Product Governance Requirements”), each underwriter acknowledges that it understands the responsibilities conferred upon it under the MiFID II Product Governance Requirements relating to: (i) the target market for the offer of the Offered Securities; (ii) the eligible distribution channels for dissemination of the Offered Securities, each as set out in the Disclosure Package and the Final Prospectus in relation to the offer of the Offered Securities; and (iii) the requirement to carry out a product approval process.
MiFID II Product Governance. Solely for the purposes of the requirements of Article 9(8) of the MIFID Product Governance rules under EU Delegated Directive 2017/593 (the “Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the Product Governance Rules:
(a) each of the Representatives (each a “Manufacturer” and together “the Manufacturers”) acknowledges to each other Manufacturer that it understands the responsibilities conferred upon it under the Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Securities and the related information set out in the Final Prospectus in connection with the Securities; and
(b) each of the Underwriters and the Issuers note the application of the Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Securities by the Manufacturers and the related information set out in the Final Prospectus in connection with the Securities.
MiFID II Product Governance. Solely for the purposes of the requirements of Article 9(8) of the MiFID Product Governance rules under EU Delegated Directive 2017/593, as amended (the “Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the Product Governance Rules, Mxxxxxx Lxxxx International (the “Manufacturer”) and the Transaction Parties note the application of the Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Debt Securities by the Manufacturer and the related information set out in the Prospectus and any announcements in connection with the Debt Securities.
MiFID II Product Governance. Each of the Dealers agrees that a determination will be made in relation to each issue about whether, for the purpose of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the “MiFID Product Governance Rules”), any Dealer subscribing for any Instruments is a manufacturer in respect of such Instruments, but that, otherwise, neither the Arrangers nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance Rules.
