Common use of Prohibition of Sales to EEA Retail Investors Clause in Contracts

Prohibition of Sales to EEA Retail Investors. Unless the Final Terms in respect of any Notes specifies "Prohibition of Sales to EEA Retail Investors" as "Not Applicable", each Dealer represents and agrees that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Notes which are the subject of the offering contemplated by the Base Prospectus as completed by the Final Terms in relation thereto to any retail investor in the EEA. For the purposes of this provision, the expression retail investor means a person who is one (or more) of the following: (a) a retail client as defined in point (11) of Article 4(1) of XxXXX XX; or (b) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of XxXXX XX.

Prohibition of Sales to EEA Retail Investors. Unless the Final Terms in respect of any Notes specifies "Prohibition of Sales to EEA Retail Investors" as "Not Applicable", each Dealer represents and agrees that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Notes which are the subject of the offering contemplated by the Base Prospectus as completed by the Final Terms in relation thereto to any retail investor in the EEA. For the purposes of this provision, the expression retail investor means a person who is one (or more) of the following: (a) a retail client as defined in point (11) of Article 4(1) of XxXXX XX; XX or; (b) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of XxXXX XX.

Prohibition of Sales to EEA Retail Investors. Unless the Final Terms in respect of any Notes specifies "Prohibition of Sales to EEA Retail Investors" as "Not Applicable", each Dealer represents and agrees that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Notes which are the subject of the offering contemplated by the Base Prospectus as completed by the Final Terms in relation thereto to any retail investor in the EEA. For the purposes of this provision, the expression retail investor means a person who is one (or more) of the following: (a) a retail client as defined in point (11) of Article 4(1) of XxXXX XXMiFID II; or (b) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of XxXXX XXMiFID II.

Prohibition of Sales to EEA Retail Investors. Unless the Final Terms Pricing Supplement in respect of any Notes specifies "Prohibition of Sales to EEA Retail Investors" as "Not Applicable", each Dealer represents and agrees that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Notes which are the subject of the offering contemplated by the Base Prospectus Listing Particulars as completed by the Final Terms Pricing Supplement in relation thereto to any retail investor in the EEAEuropean Economic Area. For the purposes of this provision, the expression retail investor means a person who is one (or more) of the following: (ai) a retail client as defined in point (11) of Article 4(1) of XxXXX XX; or (bii) a customer within the meaning of Directive (EU) 2016/972016/97 (the Insurance Distribution Directive), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of XxXXX XX.