Common use of Scope of Cooperation Clause in Contracts

Scope of Cooperation. 1. The Authorities will cooperate with regard to the areas and entities falling within the Laws and Regulations, including, but not limited to: a) misconduct, including insider dealing and trading, unlawful disclosure of inside information, market manipulation, misrepresentation or omission of material information, dissemination of misleading information and other fraudulent or manipulative practices or devices and attempts to commit such violations, including solicitation practices, mis-selling, handling of investor funds and customer orders, manipulation of Benchmarks, rates or indices; b) the registration, issuance, purchase (including by public acquisition and takeover offers), offer, or sale of securities, derivatives and other financial instruments, disclosure, filing and reporting requirements, and the maintenance of accurate books and records related thereto; c) market intermediaries, including investment and trading advisers, brokers, dealers, transfer agents, tied agents and eligible counterparties, associated or affiliated Persons thereof, custodians and other market participants who are required to be authorised or registered or exempt therefrom and any other Person to whom such entities delegate or outsource any of their functions; d) administrators of and supervised contributors to Benchmarks referenced in financial instruments or financial contracts or used to measure the performance of investment funds; e) asset management companies, collective investment undertakings, depositaries and any other Person to whom such entities delegate or outsource any of their functions; f) Trading Venues and data reporting services providers; g) trading strategies, techniques and behaviours by market participants and trading restrictions on financial instruments; and h) post-trading activities and processes, clearing and settlement entities, and Financial Market Infrastructures. 2. Cooperation will be most useful in, but is not limited to, the following circumstances where issues of regulatory concern may arise: a) The initial application for authorisation or registration of a Covered Entity or exemptions therefrom in the other jurisdiction; b) The acquisition, disposal or increase of holdings in a Covered Entity (including subsidiaries); c) The on-going oversight of a Covered Entity; d) Regulatory approvals or supervisory or enforcement actions taken by an Authority that may impact the operations of a Covered Entity; e) Supervisory or enforcement actions which could have a negative impact on the orderly functioning or the operation of a Trading Venue including suspension, limitation or withdrawal of trading rights; f) Application of conduct of business rules and marketing provisions, or behaviours that could adversely impact investor protection; g) Market Surveillance and transparency requirements; h) Verifications and controls in the context of delegation and outsourcing; i) Regulatory approvals of prospectuses or of other offering documents; and j) Public disclosure and transparency requirements applicable to listed companies. k) Supervisory or enforcement action with respect to a securitisation transaction where one or more of the securitisation parties or institutional investors fall within the remit of an EEA Authority and one or more fall within the remit of the UK Authority pursuant to the respective applicable Laws and Regulations.

Scope of Cooperation. 1. The Authorities will cooperate with regard to the areas and entities falling within the Laws and Regulations, including, but not limited to: a) misconduct, including insider dealing and trading, unlawful disclosure of inside information, market manipulation, misrepresentation or omission of material information, dissemination of misleading information and other fraudulent or manipulative practices or devices and attempts to commit such violations, including solicitation practices, mis-selling, handling of investor funds and customer orders, manipulation of Benchmarks, rates or indices; b) the registration, issuance, purchase (including by public acquisition and takeover offers), offer, or sale of securities, derivatives and other financial instruments, disclosure, filing and reporting requirements, and the maintenance of accurate books and records related thereto; c) market intermediaries, including investment and trading advisers, brokers, dealers, transfer agents, tied agents and eligible counterparties, associated or affiliated Persons thereof, custodians and other market participants who are required to be authorised or registered or exempt therefrom and any other Person to whom such entities delegate or outsource any of their functions; d) administrators of and supervised contributors to Benchmarks referenced in financial instruments or financial contracts or used to measure the performance of investment funds; e) asset management companies, collective investment undertakings, depositaries and any other Person to whom such entities delegate or outsource any of their functions; f) Trading Venues and data reporting services providers; g) trading strategies, techniques and behaviours by market participants and trading restrictions on financial instruments; and h) post-trading activities and processes, clearing and settlement entities, and Financial Market Infrastructures. 2. Cooperation will be most useful in, but is not limited to, the following circumstances where issues of regulatory concern may arise: a) The initial application for authorisation or registration of a Covered Entity or exemptions therefrom in the other jurisdiction; b) The acquisition, disposal or increase of holdings in a Covered Entity (including subsidiaries); c) The on-going oversight of a Covered Entity; d) Regulatory approvals or supervisory or enforcement actions taken by an Authority that may impact the operations of a Covered Entity; e) Supervisory or enforcement actions which could have a negative impact on the orderly functioning or the operation of a Trading Venue including suspension, limitation or withdrawal of trading rights; f) Application of conduct of business rules and marketing provisions, or behaviours that could adversely impact investor protection; g) Market Surveillance and transparency requirements; h) Verifications and controls in the context of delegation and outsourcing; i) Regulatory approvals of prospectuses or of other offering documents; and j) Public disclosure and transparency requirements applicable to listed companies. k) Supervisory or enforcement action with respect to a securitisation transaction where one or more of the securitisation parties or institutional investors fall within the remit of an EEA Authority and one or more fall within the remit of the UK Authority pursuant to the respective applicable Laws and Regulations.