Common use of OFFERS AND SALES IN THE UNITED KINGDOM Clause in Contracts

OFFERS AND SALES IN THE UNITED KINGDOM. Each Chase Purchaser hereby represents, warrants and agrees that (i) it has not offered or sold and prior to the expiration of the period six months after the date of issue of the Preference Securities will not offer to sell by means of any document any Preference Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995; (ii) it has complied and will comply with all applicable provisions of the Financial Services Act 1986 with respect to anything done by it in relation to the Preference Securities in, from or otherwise involving the United Kingdom and (iii) it has only issued or passed on, and will only issue or pass on in the United Kingdom any document received by it in connection with the issue of the Preference Securities to a person who is of a kind described in Article 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1995 or is a person to whom such document may otherwise lawfully be issued or passed on.

OFFERS AND SALES IN THE UNITED KINGDOM. Each Chase Initial Purchaser hereby represents, warrants and agrees that (i) it has not offered or sold and prior to the expiration of the period six months after the date of issue of the Preference Securities will not offer to sell by means of any document any Preference Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995; (ii) it has complied and will comply with all applicable provisions of the Financial Services Act 1986 Xxx 0000 with respect to anything done by it in relation to the Preference Securities in, from or otherwise involving the United Kingdom and (iii) it has only issued or passed on, and will only issue or pass on in the United Kingdom any document received by it in connection with the issue of the Preference Securities to a person who is of a kind described in Article 11(3) of the Financial Services Act 1986 Xxx 0000 (Investment Advertisements) (Exemptions) Order 1995 or is a person to whom such document may otherwise lawfully be issued or passed on.