Offer Restrictions Clause Samples
Offer Restrictions. In relation to each Member State of the EEA (each a "Relevant State"), the Issuer does not make an offer of the Bonds to the public in that Relevant State other than at any time:
3.2.1 to any legal entity which is a qualified investor as defined in the Prospectus Regulation;
3.2.2 to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Regulation);
3.2.3 to investors who acquire securities for a total consideration of at least EUR 100,000 per investor, for each separate offer; or
3.2.4 in any other circumstances falling within Articles 1(3), 1(4) and/or 3(2)(b) of the Prospectus Regulation (as may be locally implemented), provided that no such offer of the Bonds shall require the Issuer to publish a pro- spectus pursuant to Article 3 of the Prospectus Regulation. For the purposes of the provision above, the expression an "offer of Bonds to the public" in relation to any Bonds in any Relevant State means the communication in any form and by means of sufficient information on the terms of the offer and the Bonds to be offered so as to enable an investor to decide to purchase or subscribe for the Bonds.
Offer Restrictions. Each Joint Dealer Manager severally agrees that all actions taken by it as Joint Dealer Manager have complied and will comply in all material respects with (a) the restrictions contained in the section headed “Offer and Distribution Restrictions” in the Tender Offer Memorandum and (b) the applicable laws in Germany, Austria, Ireland and Denmark based on advice from local counsel engaged by the Joint Dealer Managers, provided however, that the Offeror agrees to reimburse the reasonable fees and disbursements of such local counsel.
Offer Restrictions. The offer contemplated by the Transaction will be made available to all shareholders on substantially the same terms and conditions and will take the form of a public exchange offer applicable to all shareholders (the "Offer") but for regulatory reasons will be conducted utilising two separate sets of offer documents: (i) one set to be made available to all holders of Company Shares not located in the United States and prepared in accordance with the Swiss Stock Exchanges and Securities Trading Act ("SESTA") and its implementing rules and regulations and (ii) the other set to be made available to all shareholders located in the United States and prepared in accordance with the Securities Exchange Act of 1934, as amended (the "US Exchange Act"), and the Securities Act of 1933, as amended (the "US Securities Act"), in each case, and the rules and regulations thereunder.
Offer Restrictions. Neither Client nor any of its affiliates, nor any of their respective directors, members, managers, officers, partners, employees, representatives or agents, shall enter any offer or bid for a Property on behalf of Client. For auction Events only, Client authorizes ▇▇▇▇▇▇▇.▇▇▇ to enter bids on behalf of Client up to the Minimum Price, unless otherwise prohibited by law.
Offer Restrictions a) The offer contemplated by the Transaction will be made available to all shareholders on substantially the same terms and conditions and will take the form of a public exchange offer applicable to all shareholders (the "Offer") but for regulatory reasons will be conducted utilising two separate sets of offer documents: (i) one set to be made available to all holders of Company Shares not located in the United States and prepared in accordance with the Swiss Stock Exchanges and Securities Trading Act ("SESTA") and its implementing rules and regulations and (ii) the other set to be made available to all shareholders located in the United States and prepared in accordance with the Securities Exchange Act of 1934, as amended (the "US Exchange Act"), and the Securities Act of 1933, as amended (the "US Securities Act"), in each case, and the rules and regulations thereunder.
b) The Offer contemplated by this Agreement is not being made directly or indirectly, nor is it intended to extend to, a country or jurisdiction where such public offer would be considered unlawful or in which it would otherwise breach any applicable law or regulation or which would require the Offeror to amend any term or conditions of the Offer in any way or which would require the Offeror to make Combination Agreement -6- -------------------------------------------------------------------------------- any additional filings with, or take any additional action with regards to, any governmental, regulatory or legal authority. Offering documents relating to the Offer may not be distributed in nor sent to such country or jurisdiction and may not be used for the purposes of soliciting the exchange of any securities of the Company from anyone in such country or jurisdiction.