Selling and Transfer Restrictions. General: This Application Agreement does not constitute an offer to sell or a solicitation of an offer to buy Offer Shares in any jurisdiction in which such offer or solicitation is unlawful.
Selling and Transfer Restrictions. Canada: Each Dealer acknowledges and agrees that Covered Bonds have not been and will not be qualified for sale under the securities laws of any province or territory of Canada. Each Dealer represents and agrees, and each further Dealer appointed pursuant to Section 9.01(b) will be required to represent and agree, that it has not offered, sold, distributed or delivered, and that it will not offer, sell, distribute or deliver, any Covered Bonds, directly or indirectly, in Canada or to, or for the benefit of any resident thereof in contravention of the securities laws of Canada or any province or territory thereof and also without the consent of the Issuer. If the applicable Final Terms provide that Covered Bonds may be offered, sold, or distributed in Canada, the issue of the Covered Bonds will be subject to such additional selling restrictions as the Issuer and the Relevant Dealer may agree, as specified in the applicable Final Terms. Each Dealer represents and agrees, and each further Dealer appointed under the Programme will be required to represent and agree, that it has offered, sold, or distributed, and that it will offer, sell and distribute such Covered Bonds only in compliance with such additional Canadian selling restrictions. Each Dealer agrees, and each further Dealer appointed pursuant to Section 9.01(b) will be required to agree, not to distribute or deliver the Prospectus or any other offering material relating to the Covered Bonds, in Canada in contravention of the securities laws of Canada or any province or territory thereof and also without the consent of the Issuer. United States of America:
Selling and Transfer Restrictions. Canada: United States of America:
Selling and Transfer Restrictions. General: No action has been taken or will be taken to permit the distribution of any of the Tap Issue or any other material related to the Bonds in any jurisdiction where action would be required for such purposes. The offering of Bonds, the distribution of any Investor Documentation or any other material related to the Tap Issue, the application for or purchase of Bonds, or the entry into of an agreement to purchase Bonds, may be restricted by law in certain jurisdictions, and persons into whose possession such documents or offer come must inform themselves about and observe any such restrictions. None of the Company or the Managers, or any of their representatives, shall have any responsibility for any violations of such restrictions. This Application Agreement does not constitute an offer to sell or a solicitation of an offer to buy Bonds in any jurisdiction in which such offer or solicitation is unlawful. European Economic Area: The Investor Documentation or any other material related to the Bonds does not constitute or form part of a prospectus within the meaning of Regulation (EU) 2017/1129 (the “EU Prospectus Regulation”) as implemented in any member state of the European Economic Area (the “EEA”) (each, a “Relevant Member State”). The Investor Documentation or any other material related to the Bonds has therefore not been, and will not be, reviewed by or registered with the Norwegian Financial Supervisory Authority or any other regulator or public authority. Accordingly, the Bonds will only be offered or sold within the EEA in reliance of applicable exemptions from preparing a prospectus pursuant to the EU Prospectus Regulation.
Selling and Transfer Restrictions. General: This Application Agreement does not constitute an offer to sell or a solicitation of an offer to buy Bonds in any jurisdiction in which such offer or solicitation is unlawful. Nordea Bank AB (publ), filial i Norge is not registered with the U.S. Securities and Exchange Commission as a U.S. registered broker- dealer and will not offer or sell the Bonds within the United States.
Selling and Transfer Restrictions. Nothing in this Application Agreement, or any other component of the Private Placement Materials, shall constitute an offer to sell or a solicitation of an offer to buy Offer Shares in any jurisdiction in which such offer or solicitation is unlawful. No one has taken any action that would permit a public offering of the Offer Shares in any jurisdiction.
Selling and Transfer Restrictions. The Initial Purchaser covenants with the Company that it will not transfer any interest in the Bonds or the Conversion Shares except in accordance with Section 3.1 and it will comply with the selling restrictions in the European Union, Hong Kong, Japan, the PRC, the ROC, Singapore, the United Kingdom and U.S. as set out under the caption “Plan of Distribution” in the Offering Memorandum.
Selling and Transfer Restrictions. The offer and sale of Notes will be subject to selling and transfer restrictions in various jurisdictions, in particular, those of the United States, France, Belgium, the United Kingdom, Switzerland, Luxembourg, Japan and Hong Kong. In particular, there are restrictions on the transfer of Notes sold pursuant to Rule 144A and Regulation S under the Securities Act. See "Transfer Restrictions". Further restrictions that may apply to a Series of Notes will be specified in the applicable Pricing Supplement. Unless specified otherwise in the applicable Pricing Supplement, Regulation S Category 2 shall apply. Notes may only be initially subscribed by investors qualifying as "Third Party Beneficiaries" (Tiers Bénéficiaires) under paragraph (a) or under paragraphs (c) through (f) of Schedule A to the relevant Guarantee or qualifying as QIBs. Risk Factors: Prospective investors are referred to the section in this Base Prospectus entitled "Risk Factors" for a discussion of certain factors that should be considered in connection with investing in the Notes and the operation of the relevant Guarantee.
