Common use of Republic of Italy Clause in Contracts

Republic of Italy. The offering of the Bonds has not been registered pursuant to Italian securities legislation and, accordingly, no Bonds may be offered, sold or delivered, nor may copies of this Offering Circular or of any other document relating to any Bonds be distributed in the Republic of Italy, except: (i) to qualified investors (investitori qualificati), as defined pursuant to Article 2 of Regulation (EU) No. 1129 of 14 June 2017 (the “PD Regulation”) and any applicable provision of Legislative Decree No. 58 of February 24, 1998, as amended (the “Financial Services Act”) and Italian Commissione Nazionale per le Società e la Borsa (“CONSOB”) regulations; or (ii) in other circumstances which are exempted from the rules on public offerings pursuant to Article 1 of the PD Regulation, Article 34-ter of CONSOB Regulation No. 11971 of 14 May 1999, as amended from time to time, and applicable Italian laws. Any offer, sale or delivery of the Bonds or distribution of copies of this Offering Circular or any other document relating to the Bonds in the Republic of Italy under (i) or (ii) above must: (a) be made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of February 15, 2018 (as amended from time to time) and Legislative Decree No. 385 of September 1, 1993, as amended (the “Banking Act”); and (b) comply with any other applicable laws and regulations or requirement imposed by CONSOB, the Bank of Italy (including the reporting requirements, where applicable, pursuant to Article 129 of the Banking Act and the implementing guidelines of the Bank of Italy as amended from time to time) and/or any other Italian authority.

Appears in 1 contract

Samples: Announcement and Listing Document Disclaimer

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Republic of Italy. The Each Underwriter represents and agrees that the offering of the Bonds U.S. Issue 2007-1 Notes has not been registered pursuant to Italian securities legislation and, accordingly, no Bonds U.S. Issue 2007-1 Notes may be offered, sold or delivered, nor may copies of this Offering Circular the Final Prospectus or of any other document relating to any Bonds the U.S. Issue 2007-1 Notes be distributed in the Republic of Italy, except: : (i) to qualified professional investors (investitori operatori qualificati), as defined pursuant to in Article 2 31, second paragraph, of the Italian Securities Exchange Commission (CONSOB) Regulation (EU) No. 1129 11522 of 14 June 2017 (the “PD Regulation”) and any applicable provision of Legislative Decree No. 58 of February 241st July, 1998, as amended (the “Financial Services Act”) and Italian Commissione Nazionale per le Società e la Borsa (“CONSOB”) regulationsamended; or or (ii) in other circumstances which are exempted from the rules on public offerings solicitation of investments pursuant to Article 1 100 of Legislative Decree No. 58 of 24th February, 1998 (the PD RegulationFINANCIAL SERVICES ACT) and Article 33, Article 34-ter first paragraph of CONSOB Regulation No. 11971 of 14 14th May 1999, as amended from time to timeamended. In addition, each Underwriter represents and applicable Italian laws. Any agrees that any offer, sale or delivery of the Bonds U.S. Issue 2007-1 Notes or distribution of copies of this Offering Circular the Final Prospectus or any other document relating to the Bonds U.S. Issue 2007-1 Notes in the Republic of Italy under (i) or (ii) above must: must be: (aA) be made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of February 15, 2018 (as amended from time to time) Act and Legislative Decree No. 385 of September 11st September, 1993, as amended 1993 (the “Banking Act”BANKING ACT); and ; (bB) comply with any other applicable laws and regulations or requirement imposed by CONSOB, the Bank of Italy (including the reporting requirements, where applicable, pursuant to Article 129 of the Banking xx xxxxxxxxxx xxxx Xxxxxxx 000 xx xxx Xxxxxng Act and the implementing guidelines of the Bank of Italy Italy, as amended from time to time, pursuant to which the Bank of Italy may request information on the issue or the offer of securities in the Republic of Italy; and (C) and/or in compliance with any other Italian authorityapplicable laws and regulations.

Appears in 1 contract

Samples: Underwriting Agreement (Holmes Master Issuer)

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Republic of Italy. The offering Each Manager agrees that it will not make an offer of the Bonds has not been registered pursuant Securities to Italian securities legislation and, accordingly, no Bonds may be offered, sold or delivered, nor may copies of this Offering Circular or of any other document relating to any Bonds be distributed the public in the Republic of Italy (“Italy, except: ”) other than: (ia) to qualified professional investors (investitori qualificati), as defined pursuant to Article 2 of Regulation (EU) No. 1129 of 14 June 2017 (the “PD Regulation”) and any applicable provision 100, paragraph 1(a), of Legislative Decree No. 58 of No 58, 24 February 24, 1998, as amended 1998 (the “Financial Services Act”) as amended and Italian Commissione Nazionale per le Società e la Borsa restated from time to time; or (“CONSOB”) regulations; or (iib) in any other circumstances which are exempted from the rules on public offerings pursuant to provided under Article 100 paragraph 1 of the PD RegulationFinancial Services Act and under Article 33, Article 34-ter paragraph 1, of CONSOB Regulation No. 11971 of 14 May 1999, as amended amended, where exemptions from time the requirement to timepublish a prospectus pursuant to Article 94 of the Financial Services Act are provided. Moreover, and applicable Italian laws. Any subject to the foregoing, each the Manager acknowledges that any offer, sale or delivery of the Bonds Securities or distribution of copies of this the Offering Circular or any other document relating to the Bonds Securities in the Republic of Italy under (ia) or (iib) above must: must be: (ai) be made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of February 15, 2018 (as amended from time to time) and Legislative Decree No. 385 of 1 September 1, 1993, as amended 1993 (the “Banking Act”), CONSOB Regulation No. 11522, 1 July 1998, all as amended; and and (bii) comply in compliance with any other applicable laws and regulations or requirement imposed by CONSOB, the so-called subsequent notification to the Bank of Italy (including the reporting requirements, where applicableItaly, pursuant to Article 129 of the Banking Act and the implementing guidelines Act, as applicable; (iii) in compliance with Article 100-bis of the Bank of Italy as amended from time to timeFinancial Services Act (if applicable); and (iv) and/or in compliance with any other Italian authorityapplicable laws and regulations including any relevant limitations which may be imposed by CONSOB.

Appears in 1 contract

Samples: Subscription Agreement (Shire PLC)

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