Offer Restrictions Sample Clauses

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:
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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.
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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.
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Related to Offer Restrictions

  • Transfer Restrictions If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, comply with the provisions of Section 5.7 of the Purchase Agreement.

  • Other Restrictions (a) The Restricted Stock Units shall be subject to the requirement that, if at any time the Committee shall determine that (i) the listing, registration or qualification of the Shares subject or related thereto upon any securities exchange or under any state or federal law is required, or (ii) the consent or approval of any government regulatory body is required, then in any such event, the grant of Restricted Stock Units shall not be effective unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.

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