QIBs/U.S Sample Clauses

QIBs/U.S. Sales (a) offers, sales, resales and other transfers of Notes in the United States made or approved by such Dealer (including offers, resales or other transfers made or approved by such Dealer in connection with secondary trading) shall be made with respect to Registered Notes only and shall be effected pursuant to an exemption from the registration requirements of the Securities Act or in a transaction not subject thereto; (b) offers, sales, resales and other transfers of Notes made in the United States (other than pursuant to a transaction qualifying for reliance upon Regulation S) or to U.S. persons (as such term is defined in Regulation S) made or approved by such Dealer will be made only in private transactions to: (i) Institutional Accredited Investors that have executed and delivered to the Issuer an IAI Investment Letter, or (ii) in transactions made pursuant to Rule 144A, institutional investors that are reasonably believed by such Dealer to qualify as QIBs; (c) the Notes will be offered in the United States only by approaching prospective purchasers on an individual basis; no general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act will be used in connection with the offering of the Notes in the United States; (d) no resale by such Dealer of Rule 144A Notes in the United States to any one QIB will be for less than US$200,000 principal amount or (in each case) its equivalent rounded upwards and no Rule 144A Note will be issued in connection with such a resale in a smaller principal amount; if such purchaser is a non-bank fiduciary acting on behalf of others, then such Dealer shall confirm that each Person for whom such purchaser is acting must purchase at least US$200,000 principal amount of the Rule 144A Notes (in each case, or its equivalent in any other currency); and (e) each Note sold by such Dealer shall contain a legend in substantially the form set out on the face of the form of such Note in the Agency Agreement.
Sample 1
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Related to QIBs/U.S

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • NOW, THEREFORE the parties hereto agree as follows:

  • Definitions As used in this Agreement:

  • Entire Agreement This DPA and the Service Agreement constitute the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior communications, representations, or agreements, oral or written, by the Parties relating thereto. This DPA may be amended and the observance of any provision of this DPA may be waived (either generally or in any particular instance and either retroactively or prospectively) only with the signed written consent of both Parties. Neither failure nor delay on the part of any Party in exercising any right, power, or privilege hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof or the exercise of any other right, power, or privilege.

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.

  • Counterparts This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

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