Product Governance Rules. 7.1 EEA MiFID II Product Governance Rules 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 [insert names of Manager(s) who is/are deemed to be MiFID manufacturer(s)] (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 Final Terms in connection with the Notes; and (b) [insert name(s) of Manager(s) who is/are not deemed to be MiFID manufacturer(s) if any] [and] [,] the Issuer note[s] the application of the Product Governance Rules and acknowledge[s] the target market and distribution channels identified as applying to the Notes by the Manufacturer[s] and the related information set out in the Final Terms in connection with the Notes. 7.2 [UK MiFIR Product Governance Rules Solely for the purposes of the requirements of 3.2.7R of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the UK MiFIR Product Governance Rules: (a) [each of] [insert names of Manager(s) who is/are deemed to be UK MiFIR manufacturer(s)] ([each a][the] “UK Manufacturer” [and together the “UK Manufacturers”]) [acknowledges to each other UK Manufacturer that it] understands the responsibilities conferred upon it under the UK MiFIR 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 Final Terms in connection with the Notes; and (b) [insert name(s) of Manager(s) who is/are not deemed to be UK MiFIR manufacturer(s) if any] [and] [,] the Issuer note[s] the application of the UK MiFIR Product Governance Rules and acknowledge[s] the target market and distribution channels identified as applying to the Notes by the UK Manufacturer[s] and the related information set out in the Final Terms in connection with the Notes.]
Appears in 2 contracts
Samples: Dealer Agreement (Linde PLC), Dealer Agreement (Linde PLC)
Product Governance Rules. 7.1 EEA MiFID II Product Governance Rules Solely for the purposes of the requirements of Article 9(8) of the MiFID 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:
Rules (ai) each of [insert names of Manager(s) who is/are deemed to be MiFID manufacturer(s)] (each a “Manufacturer” and together “the Manufacturers”) manufacturer acknowledges to each other Manufacturer 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 eligible distribution channels as applying to for dissemination of the Notes Shares and the related information set out in the Final Terms Prospectus in connection with the NotesShares; and
and (bii) [insert name(s) of Manager(s) who is/are not deemed to be MiFID manufacturer(s) if any] [and] [,] the Issuer note[s] Underwriters and the Company note the application of the Product Governance Rules and acknowledge[s] acknowledge the target market and distribution channels identified as applying to the Notes Shares by the Manufacturer[s] manufacturers and the related information set out in the Final Terms Prospectus in connection with the Notes.
7.2 [UK MiFIR Product Governance Rules Solely for Shares. If the purposes foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company and the Custodian the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Title: ON BEHALF OF THE SELLING SHAREHOLDERS By: Name: The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representative in New York, New York as of the requirements of 3.2.7R date first above written. Acting individually and as Representative of the FCA Handbook Product Intervention and Product Governance Sourcebook (several Underwriters named in the “UK MiFIR Product Governance Rules”attached Schedule X. By: Name: Title: Xxxxxxxxx LLC [●] Xxxxxx, Xxxxxxxx & Company, Incorporated [●] Truist Securities, Inc. [●] Total [●] Xxxx Xxxxxxxxx(a) regarding the mutual responsibilities of manufacturers under the UK MiFIR Product Governance Rules:[●] Edison Partners IX, LP(a) [●] Xxxxxx X. Xxxx(a) [●] Total: [●]
(a) This Selling Shareholder has appointed Xxxxxxx Xxxxxxxxx and Xxxxx Xxxx, and each of them, as the Attorneys-in-Fact for such Selling Shareholder. Xxxxxxx Xxxxxx (a) [●] Xxxxx Xxxx(a) [●] Xxxxxxx Xxxxxxx(a) [●] Pär Xxxxxxxx(a) [●] Xxxxxxx Xxxxxxxxx [●] Total: [●]
(a) This Selling Shareholder has appointed Xxxxxxx Xxxxxxxxx and Xxxxx Xxxx, and each of] [insert names of Manager(s) who isthem, as the Attorneys-in-Fact for such Selling Shareholder. Form of Lock-up Agreement ___________, 2021 Jefferies LLC As Representative of the Underwriters c/are deemed to be UK MiFIR manufacturer(s)] o Jefferies LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 RE: Proposed Public Offering by Xxxxxxxx.xxx Group Limited ([each a][the] “UK Manufacturer” [and together the “UK ManufacturersCompany”]) [acknowledges Ladies & Gentlemen: The undersigned is a record or beneficial owner of ordinary shares, no par value, of the Company (“Shares”), or of securities convertible into or exchangeable or exercisable for Shares. The Company proposes to each other UK Manufacturer conduct a public offering of Shares (the “Offering”) for which Xxxxxxxxx LLC (“Jefferies”) will act as the representative of the underwriters (the “Underwriters”). The undersigned recognizes that it] understands the responsibilities conferred upon it under the UK MiFIR Product Governance Rules relating to Offering will benefit each of the product approval processCompany and the undersigned. The undersigned acknowledges that the Underwriters are relying on the representations and agreements of the undersigned contained in this letter agreement in conducting the Offering and, at a subsequent date, in entering into an underwriting agreement (the “Underwriting Agreement”) and other underwriting arrangements with the Company with respect to the Offering. Annex A sets forth definitions for capitalized terms used in this letter agreement that are not defined in the body of this agreement. Those definitions are a part of this agreement. In consideration of the foregoing, and for other good and valuable consideration, the target market receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees that, during the Lock-up Period, the undersigned will not (and, if the undersigned is a natural person, will cause any Family Member not to), without the prior written consent of Jefferies, which may withhold its consent in its sole discretion:
(i) Sell or Offer to Sell any Shares or Related Securities currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the undersigned or such Family Member;
(ii) enter into any Swap;
(iii) make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration; or
(iv) publicly announce any intention to do any of the foregoing. The foregoing will not apply to the registration of the offer and sale of the Offered Shares, and the proposed distribution channels as applying sale of the Offered Shares to the Notes Underwriters, in each case as contemplated by the Underwriting Agreement. In addition, the foregoing restrictions shall not apply to the transfer of Shares or Related Securities:
(i) as a gift;
(ii) to any Family Member or any trust or other entity for the direct or indirect benefit of the undersigned or the Family Member of the undersigned;
(iii) by will or intestate succession;
(iv) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity (1) to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate, including without limitation any entity that is managed and governed by the related information set out same management company or investment advisor as the undersigned or any entity that is controlled by the undersigned or (2) as part of a distribution of Shares or Related Securities to limited partners, limited liability company members or stockholders of the undersigned;
(v) to the Company, to satisfy any tax withholding obligations of the Company or the undersigned, or to satisfy the exercise price of stock options by the undersigned, upon exercise by the undersigned of stock options or vesting of outstanding restricted stock awards or other similar equity awards that have been granted by the Company prior to, and are outstanding as of, the date of the Underwriting Agreement and are summarized in the Final Terms Prospectus; or
(vi) pursuant to an order of a court or as a result of the operation of law; provided, however, that in any such case, it shall be a condition to such transfer that:
(A) each transferee executes and delivers to Jefferies an agreement in form and substance satisfactory to Jefferies stating that such transferee is receiving and holding such Shares and/or Related Securities subject to the provisions of this letter agreement and agrees not to Sell or Offer to Sell such Shares and/or Related Securities, engage in any Swap or engage in any other activities restricted under this letter agreement except in accordance with this letter agreement (as if such transferee had been an original signatory hereto); and
(B) prior to the expiration of the Lock-up Period, no public disclosure or filing under the Exchange Act (other than filings under Section 13 of the Exchange Act on Schedule 13F, 13D or 13G) by any party to the transfer (donor, donee, transferor or transferee) shall be required, or made voluntarily, reporting a reduction in beneficial ownership of Shares or Related Securities in connection with such transfer. In addition, the foregoing restrictions shall not apply to (i) the establishment of a trading plan on behalf of a shareholder, officer or director of the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Shares, provided that (1) such plan does not provide for the transfer of Shares during the Lock-up Period and (2) prior to the expiration of the Lock-up Period, no public disclosure or filing under the Exchange Act shall be required or shall be made voluntarily in connection with the Notes; and
establishment of such plan, (ii) any reclassification or conversion of the Shares, provided that any Shares received upon such reclassification or conversion will be subject to the restrictions set forth in this letter agreement, (iii) transactions relating to Shares acquired in open-market transactions after the completion of the Offering, or (iv) the transfer of Shares pursuant to a bona fide tender offer, merger, consolidation or other similar transaction made to all holders of the Company’s share capital involving a change of control of the Company that has been approved by the Company’s board of directors, provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the undersigned’s Shares shall remain subject to the provisions of this agreement, and provided further that “change of control” as used herein, shall mean a change in ownership of not less than 50.1% of all of the voting shares of the Company. In addition, notwithstanding the foregoing, if the undersigned is a director or officer of the Company, without the prior written consent of Jefferies, the undersigned may exercise any rights to purchase, exchange or convert any stock options or warrants granted to the undersigned pursuant to the Company’s equity incentive plans, which plan is described in the Prospectus or any options, warrants or other securities convertible into or exercisable or exchangeable for Shares, that are described in the Prospectus, provided that (i) no public disclosure or filing under the Exchange Act shall be required or made during the Lock-up Period, (ii) the Shares issued upon such purchase, exchange or conversion shall continue to be subject to the restrictions set forth in this letter agreement, and (iii) neither the Company nor the undersigned otherwise voluntarily effects any other public filings, announcements or reports regarding such exercise during the Lock-up Period. In addition, if the undersigned is an officer or director of the Company, (i) Jefferies agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Shares or Related Securities, Jefferies will notify the Company of the impending release or waiver, and (ii) the Company (in accordance with the provisions of the Underwriting Agreement) will (A) announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver or (B) disclose such release or waiver in the publicly filed registration statement in connection with a secondary offering. Any release or waiver granted by Jefferies pursuant to (ii)(A) above to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if both (a) the release or waiver is effected solely to permit a transfer not for consideration or that is to an immediate family member (as defined in FINRA Rule 5130(i)(5)) and (b) [insert name(sthe transferee has agreed in writing to be bound by the same terms described in this letter agreement that are applicable to the transferor to the extent and for the duration that such terms remain in effect at the time of the transfer. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of Shares or Related Securities held by the undersigned and, if the undersigned is a natural person, the undersigned’s Family Members, if any, except in compliance with the foregoing restrictions. With respect to the Offering only, the undersigned waives any registration rights relating to registration under the Securities Act of the offer and sale of any Shares and/or any Related Securities owned either of record or beneficially by the undersigned, including any rights to receive notice of the Offering. The undersigned confirms that the undersigned has not, and has no knowledge that any Family Member has, directly or indirectly, taken any action designed to or that might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale of the Shares. The undersigned will not, and will cause any Family Member not to take, directly or indirectly, any such action. The undersigned acknowledges and agrees that the underwriters have not provided any recommendation or investment advice nor have the underwriters solicited any action from the undersigned with respect to the Offering and the undersigned has consulted their own legal, accounting, financial, regulatory and tax advisors to the extent deemed appropriate. Whether or not the Offering occurs as currently contemplated or at all depends on market conditions and other factors. The Offering will only be made pursuant to the Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters. Notwithstanding anything to the contrary contained herein, this letter agreement will automatically terminate and the undersigned shall be released from all obligations under this letter agreement upon the earliest to occur, if any, of (i) the Company advising Jefferies in writing that it has determined not to proceed with the Offering, (ii) the Company filing an application with the Securities and Exchange Commission to withdraw the registration statement related to the Offering, (iii) the Underwriting Agreement terminating or being terminated following execution of Manager(sthe Underwriting Agreement (other than the provisions thereof which survive termination) who is/are prior to payment for and delivery of the Shares to be sold thereunder or (iv) September 30, 2021 if the Underwriting Agreement has not been executed by such date. The undersigned hereby represents and warrants that the undersigned has full power, capacity and authority to enter into this letter agreement. This letter agreement is irrevocable and will be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This letter agreement may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., xxx.xxxxxxxx.xxx or xxx.xxxxxxxx.xxx) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be UK MiFIR manufacturer(s) if any] [and] [,] valid and effective for all purposes. This letter agreement shall be governed by, and construed in accordance with, the Issuer note[s] the application laws of the UK MiFIR Product Governance Rules and acknowledge[s] the target market and distribution channels identified as applying to the Notes by the UK Manufacturer[s] and the related information set out in the Final Terms in connection with the Notes.]State of New York. Signature Printed Name of Person Signing
Appears in 1 contract
Product Governance Rules. 7.1 EEA MiFID II Product Governance Rules Solely for the purposes of the requirements of Article 9(8) of the MiFID 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:
Rules (ai) each of [insert names of Manager(s) who is/are deemed to be MiFID manufacturer(s)] (each a “Manufacturer” and together “the Manufacturers”) manufacturer acknowledges to each other Manufacturer 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 eligible distribution channels as applying to for dissemination of the Notes ADSs and the related information set out in the Final Terms Prospectus in connection with the NotesADSs; and
and (bii) [insert name(s) of Manager(s) who is/are not deemed to be MiFID manufacturer(s) if any] [and] [,] the Issuer note[s] Underwriters and the Company note the application of the Product Governance Rules and acknowledge[s] acknowledge the target market and distribution channels identified as applying to the Notes ADSs by the Manufacturer[s] manufacturers and the related information set out in the Final Terms Prospectus in connection with the Notes.
7.2 [UK MiFIR Product Governance Rules Solely for ADSs. If the purposes foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: Name: Xxxxxxx Xxxx Title: Chairman of the requirements of 3.2.7R Executive Board The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representatives in New York, New York as of the FCA Handbook Product Intervention date first above written. Acting individually and Product Governance Sourcebook as Representatives of the several Underwriters named in the attached Schedule X. By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: Xxxxxxxxx LLC Evercore Group L.L.C. UBS Securities LLC Total Jefferies International Ltd Xxxxxxx Xxxxxx SNC. Total ____, 2020 Jefferies LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Evercore Group L.L.C. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 UBS Securities 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 As Representatives of the several Underwriters RE: Nanobiotix S.A. (the “UK MiFIR Product Governance RulesCompany”) regarding Ladies and Gentlemen: The undersigned is an executive board member or supervisory board member of the mutual responsibilities Company and/or a record or beneficial owner of manufacturers under ordinary shares, nominal value €0.03 per share, of the UK MiFIR Product Governance Rules:
Company (a“Ordinary Shares”), or securities convertible into or exchangeable or exercisable for ADSs (as defined below) [or Ordinary Shares. The Company proposes to conduct an underwritten registered offering of Ordinary Shares, which may be in the form of American Depositary Shares of the Company (“ADSs”), each of] [insert names ADS representing one Ordinary Share of Manager(s) who is/are deemed to be UK MiFIR manufacturer(s)] the Company ([each a][the] “UK Manufacturer” [and together the “UK ManufacturersOffering”]) [acknowledges to each other UK Manufacturer ), for which Xxxxxxxxx LLC, Evercore Group L.L.C and UBS Securities LLC will act as representatives of the Underwriters (the “Representatives”). The undersigned recognizes that it] understands the responsibilities conferred upon it under the UK MiFIR Product Governance Rules relating to Offering will benefit each of the product approval processCompany and the undersigned. The undersigned acknowledges that the Underwriters are relying on the representations and agreements of the undersigned contained in this letter agreement in conducting the Offering and, at a subsequent date, in entering into an underwriting agreement (the “Underwriting Agreement”) and other underwriting arrangements with the Company with respect to the Offering. Annex A sets forth definitions for capitalized terms used in this letter agreement that are not defined in the body of this letter agreement. Those definitions are a part of this letter agreement. In consideration of the foregoing, and for other good and valuable consideration, the target market receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees that, during the Lock-up Period, the undersigned will not (and will cause any Family Member not to), without the prior written consent of the Representatives, which may withhold their consent in their sole discretion: • Sell or Offer to Sell any ADSs, Ordinary Shares or Related Securities currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the undersigned or such Family Member, • enter into any Swap, The foregoing will not apply to the registration of the offer and sale of the Ordinary Shares or ADSs in the Offering, and the proposed distribution channels as applying sale of the Ordinary Shares or ADSs in the Offering to the Notes Underwriters, in each case as contemplated by the Underwriting Agreement. In addition, the foregoing restrictions shall not apply to: i. transfers or dispositions of ADSs and the related information set out Ordinary Shares acquired in the Final Terms Offering or in open market transactions following the Offering; provided, however, that no filing or notification under the Exchange Act or other public filing or disclosure will be required or will be voluntarily made during the Lock-Up Period in connection with such transfers or dispositions under this clause (i); ii. transfers of ADSs, Ordinary Shares or any Related Securities as a bona fide gift; iii. transfers of ADSs or Ordinary Shares or any Related Securities by will or intestate succession or to any Family Member or to a trust whose beneficiaries consist exclusively of one or more of the undersigned and/or a Family Member; iv. transfers by operation of law, such as transfers of ADSs or Ordinary Shares or any Related Securities pursuant to a domestic order or negotiated divorce settlement; v. transfers to the Company in connection with the Notes; and
(b) [insert name(s) repurchase of Manager(s) who is/are not deemed to be UK MiFIR manufacturer(s) if any] [and] [,] the Issuer note[s] the application of the UK MiFIR Product Governance Rules and acknowledge[s] the target market and distribution channels identified as applying to the Notes by the UK Manufacturer[s] and the related information set out in the Final Terms ADSs or Ordinary Shares in connection with the Notes.termination of the undersigned’s employment with the Company pursuant to contractual agreements with the Company as in effect as of the date of the final prospectus for the Offering, provided, that no filing or notification under the Exchange Act or other public filing or disclosure will be required or will be voluntarily made during the Lock-up Period in connection with such transfers pursuant to this clause (v); vi. the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ADSs and/or Ordinary Shares, provided that (a) such plan does not provide for the transfer of ADSs or Ordinary Shares during the Lock-up Period and (b) to the extent a public disclosure or filing under the Exchange Act, if any, is required of, or voluntarily made by or on behalf of, the undersigned or the Company regarding the establishment of such plan, such disclosure or filing shall include a statement to the effect that no transfer of ADSs or Ordinary Shares may be made under such plan during the Lock-Up Period; vii. transfers pursuant to a bona fide third party tender offer for all outstanding ADSs and Ordinary Shares of the Company, merger, consolidation or other similar transaction made to all holders of the Company’s securities involving a change of control of at least 90% of the voting share capital of the Company (including, without limitation, the entering into any lock-up, voting or similar agreement pursuant to which the undersigned may agree to transfer, sell, tender or otherwise dispose of ADSs, Ordinary Shares or other such securities in connection with such transaction, or vote any ADSs or Ordinary Shares or other such securities in favor of any such transaction), provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, such securities held by the undersigned shall remain subject to the provisions of this letter agreement; and provided, however, that in the case of any transfer or distribution pursuant to clauses (i) (in the event such subsequent resale does not occur in an open market transaction), (ii), (iii) and (iv), it shall be a condition to such transfer that: • each donee or transferee executes and delivers to the Representatives an agreement in form and substance satisfactory to the Representatives stating that such donee or transferee is receiving and holding such ADSs, Ordinary Shares and/or Related Securities subject to the provisions of this letter agreement and agrees not to Sell or Offer to Sell such ADSs, Ordinary Shares and/or Related Securities, engage in any Swap or engage in any other activities restricted under this letter agreement except in accordance with this letter agreement (as if such donee or transferee had been an original signatory hereto), and • prior to the expiration of the Lock-up Period, no public disclosure, filing or notification under the Exchange Act or other applicable laws and regulations, by any party to the transfer (donor, donee, transferor or transferee) shall be required, or made voluntarily, reporting a reduction in beneficial ownership of ADSs, Ordinary Shares or Related Securities in connection with such transfer. In addition, if the undersigned is an executive board member or supervisory board member of the Company, (i) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of ADSs, the Representatives will notify the Company of the impending release or waiver, and (ii) the Company (in accordance with the provisions of the Underwriting Agreement) will announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such executive board member or supervisory board member shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if both (a) the release or waiver is effected solely to permit a transfer not for consideration or that is to a Rule 5130 Family Member and (b) the transferee has agreed in writing to be bound by the same terms described in this letter agreement that are applicable to the transferor to the extent and for the duration that such terms remain in effect at the time of the transfer. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of ADSs, Ordinary Shares and/or Related Securities held by the undersigned and the undersigned’s Family Members, if any, except in compliance with the foregoing restrictions. With respect to the Offering only, the undersigned waives any registration rights relating to registration under the Securities Act of the offer and sale of any ADSs, Ordinary Shares and/or any Related Securities owned either of record or beneficially by the undersigned, including any rights to receive notice of the Offering. The undersigned confirms that the undersigned has not, and has no knowledge that any Family Member has, directly or indirectly, taken any action designed to or that might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale of the Ordinary Shares and/or ADSs. The undersigned will not, and will cause any Family Member not to take, directly or indirectly, any such action. Whether or not the Offering occurs as currently contemplated or at all depends on market conditions and other factors. The Offering will only be made pursuant to the Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters. The undersigned hereby represents and warrants that the undersigned has full power, capacity and authority to enter into this letter agreement. This letter agreement is irrevocable and will be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York. If (i) the Company notifies the Representatives in writing that it does not intend to proceed with the Offering, (ii) the Underwriting Agreement is not executed before [March 31, 2021], or (iii) the Underwriting Agreement (other than the provisions thereof that survive termination) terminates or is terminated prior to payment for and delivery of the shares in the Offering, then in each case, this letter agreement shall automatically, and without any action on the part of any other party, terminate and be of no further force and effect, and the undersigned shall automatically be released from its obligations under this letter agreement. [Signature Page Follows] Signature Printed Name of Person Signing (Indicate capacity of person signing if of an entity)
Appears in 1 contract
Product Governance Rules. 7.1 EEA MiFID II Product Governance Rules 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 [insert names of Manager(s) who is/are deemed to be MiFID manufacturer(s)] (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 Final Terms in connection with the Notes; and
(b) [insert name(s) of Manager(s) who is/are not deemed to be MiFID manufacturer(s) if any] [and] [,] the Issuer [and the Guarantor] note[s] the application of the Product Governance Rules and acknowledge[s] the target market and distribution channels identified as applying to the Notes by the Manufacturer[s] and the related information set out in the Final Terms in connection with the Notes.
7.2 [UK MiFIR Product Governance Rules Solely for the purposes of the requirements of 3.2.7R of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the UK MiFIR Product Governance Rules:
(a) [each of] of [insert names of Manager(s) who is/are deemed to be UK MiFIR manufacturer(s)] ([each a][the] a “UK Manufacturer” [and together the “UK Manufacturers”]) [acknowledges to each other UK Manufacturer that it] it understands the responsibilities conferred upon it under the UK MiFIR 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 Final Terms in connection with the Notes; and
(b) [insert name(s) of Manager(s) who is/are not deemed to be UK MiFIR manufacturer(s) if any] [and] [,] the Issuer [and the Guarantor] note[s] the application of the UK MiFIR Product Governance Rules and acknowledge[s] the target market and distribution channels identified as applying to the Notes by the UK Manufacturer[s] and the related information set out in the Final Terms in connection with the Notes.]
Appears in 1 contract
Samples: Dealer Agreement (Linde PLC)
Product Governance Rules. 7.1 EEA MiFID II Product Governance Rules Solely for the purposes of the requirements of Article 9(8) of the MiFID MIFID Product Governance rules under EU Delegated Directive 2017/593 (the “Product Governance RulesDelegated Directive”) regarding the mutual responsibilities of manufacturers under the Product Governance Rules:
requirements contained within: (a) each MiFID II; (b) Articles 9 and 10 of [insert names of Manager(sthe Delegated Directive; and (c) who is/are deemed to be MiFID manufacturer(s)] local implementing measures (each a the “Manufacturer” and together “the ManufacturersProduct Governance Rules”) (i) each manufacturer acknowledges to each other Manufacturer 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 eligible distribution channels as applying to for dissemination of the Notes and ADSs, the related information set out in the Final Terms Prospectus in connection with the NotesADSs and the requirement to carry out a product approval process; and
and (bii) [insert name(s) of Manager(s) who is/are not deemed to be MiFID manufacturer(s) if any] [and] [,] the Issuer note[s] Underwriters and the Company note the application of the Product Governance Rules and acknowledge[s] acknowledge the target market and distribution channels identified as applying to the Notes ADSs by the Manufacturer[s] manufacturers and the related information set out in the Final Terms Prospectus in connection with the NotesADSs. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Chairman of the Executive Board The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representatives in New York, New York as of the date first above written. Acting individually and as Representatives of the several Underwriters named in the attached Schedule X. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Managing Director By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Managing Director Xxxxxxxxx LLC 2,351,635 Leerink Partners LLC 2,071,678 Guggenheim Securities, LLC 1,175,817 Total 5,599,130
1. Free Writing Prospectuses
a. Launch Press Release, issued by the Company on November 1, 2023; and
b. Pricing Press Release, issued by the Company on November 2, 2023.
7.2 [UK MiFIR Product Governance Rules Solely 2. Pricing information orally conveyed by the Underwriters:
a. Offering price per ADS: $5.36
b. Offering price per Ordinary Share €5.07
c. Number of Firm ADS: 3,106,907
d. Number of Option ADSs: 839,869
e. Number of Firm Shares: 2,492,223 f. As of September 30, 2023, the Company has cash and cash equivalents balance of €38.7 million (unaudited). The Company believes that the net proceeds from the Global Offering and the Concurrent Private Placement, together with its cash and cash equivalents, will be sufficient to meet its working capital requirements at least for the purposes twelve next months, and, specifically, to the end of the third quarter 2025, and, assuming the receipt from Xxxxxxx Pharmaceutica NV (‘‘Xxxxxxx’’) of the first milestone payment under the Company’s License Agreement with Xxxxxxx, dated July 7, 2023, into the first quarter 2026. November 7, 2023 XXXXXXXXX LLC LEERINK PARTNERS LLC GUGGENHEIM SECURITIES, LLC As Representatives of the several Underwriters c/x XXXXXXXXX LLC 000 Xxxxxxx Xxxxxx New York, New York 10022 c/o LEERINK PARTNERS LLC 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx New York, New York 10019 c/o GUGGENHEIM SECURITIES, LLC 000 Xxxxxxx Xxxxxx, 00xx Floor New York, New York 10017 RE: Nanobiotix S.A. (the “Company”) Ladies and Gentlemen: The undersigned is an executive board member or supervisory board member of the Company and/or a record or beneficial owner of ordinary shares, nominal value €0.03 per share, of the Company (“Ordinary Shares”), American Depositary Shares of the Company (“ADSs”), each representing one Ordinary Share of the Company, or securities convertible into or exchangeable or exercisable for ADSs or Ordinary Shares. The Company proposes to conduct an underwritten registered offering of Ordinary Shares, which may be in the form of ADSs (the “Offering”), for which Xxxxxxxxx LLC, Leerink Partners LLC and Guggenheim Securities, LLC will act as representatives of the Underwriters (the “Representatives”). The undersigned recognizes that the Offering will benefit each of the Company and the undersigned. The undersigned acknowledges that the Underwriters are relying on the representations and agreements of the undersigned contained in this letter agreement in conducting the Offering and, at a subsequent date, in entering into an underwriting agreement (the “Underwriting Agreement”) and other underwriting arrangements with the Company with respect to the Offering. Annex A sets forth definitions for capitalized terms used in this letter agreement that are not defined in the body of this letter agreement. Those definitions are a part of this letter agreement. In consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees that, during the Lock-up Period, the undersigned will not (and will cause any Family Member not to), without the prior written consent of the Representatives, which may withhold their consent in their sole discretion: ● Sell or Offer to Sell any ADSs, Ordinary Shares or Related Securities currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the undersigned or such Family Member, ● enter into any Swap, ● make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any ADSs, Ordinary Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration, or ● publicly announce any intention to do for her/his behalf any of the foregoing. The foregoing will not apply to the registration of the offer and sale of the Ordinary Shares or ADSs in the Offering, and the sale of the Ordinary Shares or ADSs in the Offering to the Underwriters, in each case as contemplated by the Underwriting Agreement. In addition, the foregoing restrictions shall not apply to:
i. transfers or dispositions of ADSs and/or Ordinary Shares acquired in the Offering or in open market transactions following the Offering; provided, however, that no filing or notification under the Exchange Act or other public filing or disclosure will be required or will be voluntarily made during the Lock-Up Period in connection with such transfers or dispositions under this clause (i);
ii. transfers of ADSs, Ordinary Shares or any Related Securities as a bona fide gift;
iii. transfers of ADSs or Ordinary Shares or any Related Securities by will or intestate succession or to any Family Member or to a trust whose beneficiaries consist exclusively of one or more of the undersigned and/or a Family Member;
iv. transfers by operation of law, such as transfers of ADSs or Ordinary Shares or any Related Securities pursuant to a domestic order or negotiated divorce settlement;
v. transfers to the Company in connection with the repurchase of ADSs or Ordinary Shares in connection with the termination of the undersigned’s employment with the Company pursuant to contractual agreements with the Company as in effect as of the date of the final prospectus for the Offering, provided, that no filing or notification under the Exchange Act or under Article L.621-18-2 of the French Monetary and Financial Code (Code monétaire et financier) or other applicable laws and regulations or other public filing or disclosure will be required or will be voluntarily made during the Lock-up Period in connection with such transfers pursuant to this clause (v);
vi. the establishment of a written trading plan for the transfer of ADSs and/or Ordinary Shares that is intended to satisfy the requirements of 3.2.7R Rule 10b5-1 under the Exchange Act or any analogous requirements under French law or practice for non-discretionary transfers of ADSs and/or Ordinary Shares following the date of such written plan (a “Trading Plan”), provided that (a) such Trading Plan does not provide for the transfer of ADSs or Ordinary Shares during the Lock-up Period, and (b) to the extent a public disclosure or filing under the Exchange Act, if any, is required of, or voluntarily made by or on behalf of, the undersigned or the Company regarding the establishment of such plan, such disclosure or filing shall include a statement to the effect that no transfer of ADSs or Ordinary Shares may be made under such plan during the Lock-Up Period;
vii. transfers pursuant to a bona fide third party tender offer for all outstanding ADSs and Ordinary Shares of the FCA Handbook Product Intervention and Product Governance Sourcebook Company, merger, consolidation or other similar transaction made to all holders of the Company’s securities involving a change of control of at least 90% of the voting share capital of the Company (including, without limitation, the “UK MiFIR Product Governance Rules”) regarding entering into any lock-up, voting or similar agreement pursuant to which the mutual responsibilities undersigned may agree to transfer, sell, tender or otherwise dispose of manufacturers under ADSs, Ordinary Shares or other such securities in connection with such transaction, or vote any ADSs or Ordinary Shares or other such securities in favor of any such transaction), provided that in the UK MiFIR Product Governance Rules:event that such tender offer, merger, consolidation or other such transaction is not completed, such securities held by the undersigned shall remain subject to the provisions of this letter agreement;
(a) [each of] [insert names exercises of Manager(sstock options, warrants (bons de souscription d’actions), founders’ warrants (bons de souscription de parts de créateur d’entreprise) who is/are deemed or vesting of free shares (acquisition définitive d’actions gratuites) outstanding, described in the final prospectus for this Offering, and held by the undersigned on the date hereof, provided that, subject to be UK MiFIR manufacturer(ssub-clause (b) of this clause (viii)] ([each a][the] “UK Manufacturer” [, any ADSs and together the “UK Manufacturers”]) [acknowledges to each other UK Manufacturer that it] understands the responsibilities conferred Ordinary Shares received upon it under the UK MiFIR Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying exercise thereof shall remain subject to the Notes provisions of this letter agreement; and (b) dispositions pursuant to any exercise or vesting described in sub-clause (a) of this clause (viii) on a “cashless” or “net exercise” basis or otherwise for the related information set out in the Final Terms purpose of satisfying any applicable taxes (including estimated taxes) due in connection with such exercise or vesting. With respect to this clause (viii), no public disclosure will be voluntarily made during the NotesLock-Up Period in connection with such exercises, vesting and/or dispositions and to the extent any public disclosure or filing is required by law, such disclosure or filing shall state that any disposition pursuant to sub-clause (b) of this clause (viii) is made for the purposes set forth in sub-clause (b); and
ix. any action taken by the undersigned in his or her capacity as an executive or supervisory board member in respect of primary offers and sales by the Company, which, for the avoidance of doubt, shall be subject to certain limitations set forth in the Underwriting Agreement. provided, however, that in the case of any transfer or distribution pursuant to clauses (bi) [insert name(s(in the event such subsequent resale does not occur in an open market transaction), (ii), (iii) and (iv), it shall be a condition to such transfer that: ● each donee or transferee executes and delivers to the Representatives an agreement in form and substance satisfactory to the Representatives stating that such donee or transferee is receiving and holding such ADSs, Ordinary Shares and/or Related Securities subject to the provisions of Manager(s) who is/are this letter agreement and agrees not deemed to be UK MiFIR manufacturer(s) Sell or Offer to Sell such ADSs, Ordinary Shares and/or Related Securities, engage in any Swap or engage in any other activities restricted under this letter agreement except in accordance with this letter agreement (as if any] [and] [,] such donee or transferee had been an original signatory hereto), and ● prior to the Issuer note[s] the application expiration of the UK MiFIR Product Governance Rules Lock-up Period, no public disclosure, filing or notification under the Exchange Act or under Article L.621-18-2 of the French Monetary and acknowledge[s] the target market Financial Code (Code monétaire et financier) or other applicable laws and distribution channels identified as applying regulations or other applicable laws and regulations, by any party to the Notes by the UK Manufacturer[s] and the related information set out transfer (donor, donee, transferor or transferee) shall be required, or made voluntarily, reporting a reduction in the Final Terms beneficial ownership of ADSs, Ordinary Shares or Related Securities in connection with such transfer. The undersigned also agrees and consents to the Notes.]entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of ADSs, Ordinary Shares and/or Related Securities held by the undersigned and the undersigned’s Family Members, if any, except in compliance with the foregoing restrictions. With respect to the Offering only, the undersigned waives any registration rights relating to registration under the Securities Act of the offer and sale of any ADSs, Ordinary Shares and/or any Related Securities owned either of record or beneficially by the undersigned, including any rights to receive notice of the Offering. The undersigned confirms that the undersigned has not, and has no knowledge that any Family Member has, directly or indirectly, taken any action designed to or that might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale of the Ordinary Shares and/or ADSs. The undersigned will not, and will cause any Family Member not to take, directly or indirectly, any such action. Whether or not the Offering occurs as currently contemplated or at all depends on market conditions and other factors. The Offering will only be made pursuant to the Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters. The undersigned hereby represents and warrants that the undersigned has full power, capacity and authority to enter into this letter agreement. This letter agreement is irrevocable and will be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York. If (i) the Company notifies the Representatives in writing that it does not intend to proceed with the Offering, (ii) the Underwriting Agreement is not executed before November 2, 2023, or (iii) the Underwriting Agreement (other than the provisions thereof that survive termination) terminates or is terminated prior to payment for and delivery of the shares in the Offering, then in each case, this letter agreement shall automatically, and without any action on the part of any other party, terminate and be of no further force and effect, and the undersigned shall automatically be released from its obligations under this letter agreement. [Signature Page Follows] Signature: Print Name: Print Address: For purposes of the letter agreement to which this Annex A is attached and of which it is made a part:
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Product Governance Rules. 7.1 EEA MiFID II Product Governance Rules Solely for the purposes of the requirements of Article 9(8) of the MiFID 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 [insert names of Manager(sDeutsche Bank AG, London Branch and Credit Suisse Securities (Europe) who is/are deemed to be MiFID manufacturer(s)] Limited (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 Securities and the related information set out in the Final Terms Prospectus in connection with the NotesSecurities; and
(b) [insert name(s) of Manager(s) who is/are not deemed to be MiFID manufacturer(s) if any] [and] [,] the Issuer note[s] Underwriters and the Company note the application of the Product Governance Rules and acknowledge[s] acknowledge the target market and distribution channels identified as applying to the Notes Securities by the Manufacturer[s] Manufacturers and the related information set out in the Final Terms Prospectus in connection with the Notes.
7.2 [UK MiFIR Product Governance Rules Solely for Securities. If the purposes foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, GENERAL MXXXX, INC. By: /s/ Mxxxx Xxxxxx Name: Mxxxx Xxxxxx Title: Vice President and Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the requirements of 3.2.7R of the FCA Handbook Product Intervention date first above written. DEUTSCHE BANK AG, LONDON BRANCH CREDIT SUISSE SECURITIES (EUROPE) LIMITED DEUTSCHE BANK AG, LONDON BRANCH By: /s/ Axxxxx Xxxxxxxxx Name: Axxxxx Xxxxxxxxx Title: Managing Director By: /s/ Mxxx Xxxxxxxxx Name: Mxxx Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (EUROPE) LIMITED By: /s/ Dxxxxx Xxxx Name: Dxxxxx Xxxx Title: Director By: /s/ Pxxxx Xxxxx Name: Pxxxx Xxxxx Title: Managing Director Underwriting Agreement dated: March 13, 2019 Registration Statement No.: 333-223919 Representatives: Deutsche Bank AG, London Branch Credit Suisse Securities (Europe) Limited Title and Product Governance Sourcebook Aggregate Principal Amount: General Mxxxx, Inc. €300,000,000 0.000% Notes due 2020 (the “UK MiFIR Product Governance RulesNotes”) regarding the mutual responsibilities of manufacturers under the UK MiFIR Product Governance Rules:
Purchase Price (a) [each of] [insert names of Manager(s) who is/are deemed to be UK MiFIR manufacturer(s)] ([each a][the] “UK Manufacturer” [and together the “UK Manufacturers”]) [acknowledges to each other UK Manufacturer that it] understands the responsibilities conferred upon it under the UK MiFIR Product Governance Rules relating to each of the product approval processplus interest, the target market and the proposed distribution channels as applying to the Notes and the related information set out in the Final Terms in connection with the Notes; and
(b) [insert name(s) of Manager(s) who is/are not deemed to be UK MiFIR manufacturer(s) if any] [and] [,] , accrued from the Issuer note[s] the application of the UK MiFIR Product Governance Rules and acknowledge[s] the target market and distribution channels identified as applying Closing Date): 99.875% or €299,625,000 Price to the Notes by the UK Manufacturer[s] and the related information set out in the Final Terms in connection with the Notes.]Public: 100.00%
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