Common use of Restricted Jurisdictions Clause in Contracts

Restricted Jurisdictions. The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom, Germany or Japan may be restricted by the laws and regulations of those jurisdictions and therefore any persons who are not resident in the United Kingdom, Germany or Japan should inform themselves about, and observe, any such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, the ability of persons who are not resident in the United Kingdom, Germany or Japan to participate in the Acquisition may be affected by the laws of the relevant jurisdictions in which they are located. To the fullest extent permitted by applicable law, the companies and other persons involved in the Acquisition disclaim any responsibility or liability for any violation of such restrictions by any person. This Announcement has been prepared for the purposes of complying with applicable English law and will be subject to the applicable requirements of the Takeover Code and the Takeover Panel. The information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England and Wales. Unless otherwise determined by Renesas or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction, if to do so would constitute a violation of that jurisdiction. Accordingly, copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction, where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from Restricted Jurisdictions, where to do so would violate the laws and regulations in that jurisdiction. Further details in relation to Dialog Shareholders who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom, Germany or Japan will be contained in the Scheme Document.

Restricted Jurisdictions. The release, publication or distribution of this Announcement in in, into or from jurisdictions other than the United Kingdom, Germany Kingdom or Japan Jersey may be restricted by the laws and regulations of those jurisdictions law and therefore any persons into whose possession this Announcement comes who are not resident in subject to the laws of any jurisdiction other than the United Kingdom, Germany Kingdom or Japan Jersey should inform themselves about, and observe, any such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdictionapplicable requirements. In particular, the ability of persons who are not resident in the United KingdomKingdom or Jersey to vote their ADVANZ PHARMA Shares with respect to the Scheme at the Court Meeting, Germany or Japan to participate in execute and deliver Forms of Proxy appointing another to vote at the Acquisition Court Meeting on their behalf may be affected by the laws of the relevant jurisdictions jurisdiction in which they are locatedlocated or to which they are subject. Any failure to comply with such requirements or restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and other persons involved in the Acquisition disclaim any responsibility or liability for any violation of such restrictions by any person. This Announcement has been prepared for the purposes of complying with applicable English law and will be subject to the applicable requirements of the Takeover Code and the Takeover Panel. The information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England and Wales. Unless otherwise determined by Renesas Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. No person may vote in favour of the Acquisition by any use, means, instrumentality or form, and the Acquisition will not be capable of acceptance, from or within a Restricted Jurisdiction, if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction, where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from Restricted Jurisdictions, where to do so would violate the laws and regulations in that jurisdiction. Further details in relation to Dialog ADVANZ PHARMA Shareholders who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom, Germany Kingdom or Japan Jersey will be contained in the Scheme Document.

Restricted Jurisdictions. The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom, Germany or Japan may be restricted by the laws and regulations of those jurisdictions and therefore any persons who are not resident in the United Kingdom, Germany or Japan should inform themselves about, and observe, any such restrictions. Any failure to comply with such restrictions the applicable requirements may constitute a violation of the securities laws of any such jurisdiction. In particular, the ability of persons who are not resident in the United Kingdom, Germany or Japan to participate in the Acquisition may be affected by the laws of the relevant jurisdictions in which they are located. To the fullest extent permitted by applicable law, the companies and other persons involved in the Acquisition disclaim any responsibility or liability for any violation of such restrictions by any person. This Announcement has been prepared for the purposes of complying with applicable English law and will be subject to the applicable requirements of the Takeover Code and the Takeover Panel. The information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England and Wales. Unless otherwise determined by Renesas or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction, if to do so would constitute a violation of that jurisdiction. Accordingly, copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction, where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from Restricted Jurisdictions, where to do so would violate the laws and regulations in that jurisdiction. Further details in relation to Dialog Shareholders who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom, Germany or Japan will be contained in the Scheme Document.

Restricted Jurisdictions. The release, publication or distribution of this Announcement in in, into or from jurisdictions other than the United Kingdom, Germany or Japan Kingdom may be restricted by the laws and regulations of those jurisdictions law and therefore any persons into whose possession this Announcement comes who are not resident in subject to the laws of any jurisdiction other than the United Kingdom, Germany or Japan Kingdom should inform themselves about, and observe, any such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdictionapplicable requirements. In particular, the ability of persons who are not resident in the United KingdomKingdom to vote their RPC Shares with respect to the Scheme at the Court Meeting, Germany or Japan to participate in execute and deliver forms of proxy appointing another to vote at the Acquisition Court Meeting on their behalf may be affected by the laws of the relevant jurisdictions jurisdiction in which they are located. Any failure to comply with such requirements or restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and other persons involved in the Acquisition disclaim any responsibility or liability for any violation of such restrictions by any person. This Announcement has been prepared for the purposes purpose of complying with applicable English law and will be subject to the applicable requirements of law, the Takeover Code Code, the Market Abuse Regulation and the Takeover Panel. The Disclosure and Transparency Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement Announcement had been prepared in accordance with the laws and regulations of jurisdictions outside England and WalesEngland. Unless otherwise determined by Renesas Xxxxx or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. No person may vote in favour of the Acquisition by any use, means, instrumentality or form, and the Acquisition will not be capable of acceptance, from or within a Restricted Jurisdiction, if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction, where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from Restricted Jurisdictions, where to do so would violate the laws and regulations in that jurisdiction. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation) the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities. Further details in relation to Dialog RPC Shareholders who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom, Germany or Japan Kingdom will be contained in the Scheme Document.

Restricted Jurisdictions. The release, publication or distribution of this Announcement in in, into or from jurisdictions other than the United Kingdom, Germany or Japan Kingdom may be restricted by the laws and regulations of those jurisdictions law and therefore any persons into whose possession this Announcement comes who are not resident in subject to the laws of any jurisdiction other than the United Kingdom, Germany or Japan Kingdom should inform themselves about, and observe, any such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdictionapplicable requirements. In particular, the ability of persons who are not resident in the United KingdomKingdom to vote their RPC Shares with respect to the Scheme at the Court Meeting, Germany or Japan to participate in execute and deliver forms of proxy appointing another to vote at the Acquisition Court Meeting on their behalf may be affected by the laws of the relevant jurisdictions jurisdiction in which they are located. Any failure to comply with such requirements or restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and other persons involved in the Acquisition disclaim any responsibility or liability for any violation of such restrictions by any person. This Announcement has been prepared for the purposes purpose of complying with applicable English law and will be subject to the applicable requirements of law, the Takeover Code Code, the Market Abuse Regulation and the Takeover Panel. The Disclosure and Transparency Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement Announcement had been prepared in accordance with the laws and regulations of jurisdictions outside England and WalesEngland. Unless otherwise determined by Renesas Bxxxx Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. No person may vote in favour of the Acquisition by any use, means, instrumentality or form, and the Acquisition will not be capable of acceptance, from or within a Restricted Jurisdiction, if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction, where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from Restricted Jurisdictions, where to do so would violate the laws and regulations in that jurisdiction. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation) the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities. 43ï77 Further details in relation to Dialog RPC Shareholders who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom, Germany or Japan Kingdom will be contained in the Scheme Document.

Restricted Jurisdictions. The release, publication or distribution of this Announcement in in, into or from jurisdictions other than the United Kingdom, Germany or Japan Kingdom may be restricted by the laws and regulations of those jurisdictions law and therefore any persons into whose possession this Announcement comes who are not resident in subject to the laws of any jurisdiction other than the United Kingdom, Germany or Japan Kingdom should inform themselves about, and observe, any such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdictionapplicable requirements. In particular, the ability of persons who are not resident in the United KingdomKingdom to vote their RPC Shares with respect to the Scheme at the Court Meeting, Germany or Japan to participate in execute and deliver forms of proxy appointing another to vote at the Acquisition Court Meeting on their behalf may be affected by the laws of the relevant jurisdictions jurisdiction in which they are located. Any failure to comply with such requirements or restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and other persons involved in the Acquisition disclaim any responsibility or liability for any violation of such restrictions by any person. This Announcement has been prepared for the purposes purpose of complying with applicable English law and will be subject to the applicable requirements of law, the Takeover Code Code, the Market Abuse Regulation and the Takeover Panel. The Disclosure and Transparency Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement Announcement had been prepared in accordance with the laws and regulations of jurisdictions outside England and WalesEngland. Unless otherwise determined by Renesas Bxxxx or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. No person may vote in favour of the Acquisition by any use, means, instrumentality or form, and the Acquisition will not be capable of acceptance, from or within a Restricted Jurisdiction, if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction, where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from Restricted Jurisdictions, where to do so would violate the laws and regulations in that jurisdiction. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation) the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities. Further details in relation to Dialog RPC Shareholders who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom, Germany or Japan Kingdom will be contained in the Scheme Document.

Restricted Jurisdictions. The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom, Germany or Japan Kingdom may be restricted by the laws and regulations of those jurisdictions law and therefore any persons into whose possession this Announcement comes who are not resident in subject to the laws of any jurisdiction other than the United Kingdom, Germany or Japan Kingdom should inform themselves about, and observe, observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdictionapplicable requirements. In particular, the ability of persons who are not resident in the United KingdomKingdom to vote their Charter Court Shares with respect to the Scheme at the Court Meeting, Germany to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting on their behalf, or Japan to participate in the Acquisition hold and vote OSB Shares, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and other persons involved in the Acquisition Combination disclaim any responsibility or liability for any violation of such restrictions by any person. This Announcement has been prepared for the purposes purpose of complying with applicable English law and will be subject to the applicable requirements of City Code, the Takeover Code Market Abuse Regulation and the Takeover Panel. The Disclosure Guidance and Transparency Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement Announcement had been prepared in accordance with the laws of jurisdictions outside England and Walesthe United Kingdom. Unless otherwise determined by Renesas OSB or required by the Takeover City Code, and permitted by applicable law and regulation, the Acquisition Combination will not be made available, available directly or indirectly, indirectly in, into or from a Restricted Jurisdiction or where to do so would violate the laws of that jurisdiction. No person may vote in favour of the Combination by any use, means, instrumentality or form, and the Combination will not be capable of acceptance, from or within a Restricted Jurisdiction, if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and any formal documentation relating to the Acquisition Combination are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from a any Restricted Jurisdiction, where to do so would violate the laws in that jurisdiction, Jurisdiction and persons receiving this Announcement and all such documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, it in or into or from any Restricted Jurisdictions, Jurisdiction where to do so would violate the laws and regulations in that jurisdiction. If the Combination is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities. The availability of the Combination, New OSB Shares under the Combination, or this Announcement to persons who are not resident in the United Kingdom or the ability of those persons to hold such securities, may be affected by the laws or regulatory requirements of the relevant jurisdiction in which they are resident. Persons into whose possession this Announcement comes who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements. Charter Court Shareholders who are in any doubt regarding such matters should consult an appropriate independent financial adviser in their relevant jurisdiction without delay. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. The New OSB Shares may not be offered, sold or delivered, directly or indirectly, in, into or from any Restricted Jurisdiction or to, or for the account or benefit of, any Restricted Overseas Persons except pursuant to an applicable exemption from, or in a transaction not subject to, applicable securities laws of those jurisdictions, or otherwise permitted under applicable securities laws of those jurisdictions. Further details in relation to Dialog Charter Court Shareholders who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom, Germany or Japan Kingdom will be contained in the Scheme Document.

Restricted Jurisdictions. The release, publication or distribution of this Announcement in in, into or from jurisdictions other than the United Kingdom, Germany or Japan Kingdom may be restricted by the laws and regulations of those jurisdictions law and therefore any persons into whose possession this Announcement comes who are not resident in subject to the laws of any jurisdiction other than the United Kingdom, Germany or Japan Kingdom should inform themselves about, and observe, any such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdictionapplicable requirements. In particular, the ability of persons who are not resident in the United KingdomKingdom to vote their RPC Shares with respect to the Scheme at the Court Meeting, Germany or Japan to participate in execute and deliver forms of proxy appointing another to vote at the Acquisition Court Meeting on their behalf may be affected by the laws of the relevant jurisdictions jurisdiction in which they are located. Any failure to comply with such requirements or restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and other persons involved in the Acquisition disclaim any responsibility or liability for any violation of such restrictions by any person. This Announcement has been prepared for the purposes purpose of complying with applicable English law and will be subject to the applicable requirements of law, the Takeover Code Code, the Market Abuse Regulation and the Takeover Panel. The Disclosure and Transparency Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement Announcement had been prepared in accordance with the laws and regulations of jurisdictions outside England and WalesEngland. Unless otherwise determined by Renesas Xxxxx Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. No person may vote in favour of the Acquisition by any use, means, instrumentality or form, and the Acquisition will not be capable of acceptance, from or within a Restricted Jurisdiction, if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction, where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from Restricted Jurisdictions, where to do so would violate the laws and regulations in that jurisdiction. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation) the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities. Further details in relation to Dialog RPC Shareholders who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom, Germany or Japan Kingdom will be contained in the Scheme Document.