Selling Restrictions. (a) No prospectus in relation to the Offered Notes has been lodged with, or registered by, the Australian Securities and Investments Commission or the Australian Stock Exchange Limited. Accordingly, each of the Underwriters, severally and not jointly, represents and agrees that it has not offered and will not offer for issue and has not invited and will not invite applications for the issue of the Offered Notes or offer the Offered Notes for sale or invite offers to purchase the Offered Notes to a person, where the offer or invitation is received by that person in Australia. (b) Each Underwriter, severally and not jointly, agrees with the Issuer Trustee that, within 30 days of the date of this Agreement, it will have offered the Offered Notes for sale, or invited or induced offers to buy the Offered Notes, in each case by: (i) making the Prospectus available for inspection on a Bloomberg source or on an alternative electronic source and inviting potential investors to access the Prospectus available on that Bloomberg source or on that alternative electronic source; or (ii) making hard copies of the Prospectus for the Offered Notes available for collection from that Underwriter in at least its principal office in New York City or London and, in the case of purchasers in the United States, by sending or giving copies of the Prospectus to those purchasers. (c) Each Underwriter agrees that it will not sell Offered Notes to, or invite or induce offers for the Offered Notes from: (i) any offshore associate of the Issuer Trustee or a CBA Party specified in Schedule II or Schedule III; or (ii) any other offshore associate from time to time specified in writing to the Underwriter by the Issuer Trustee or a CBA Party. (d) Each Underwriter, severally and not jointly, agrees to: (i) provide written advice to the Issuer Trustee and the Manager within 40 days of the issue of the Offered Notes specifying that it has complied with section 5(III)(b); and (ii) cooperate with reasonable requests from the Issuer Trustee for information for the purposes of assisting the Issuer Trustee to demonstrate that the public offer test under section 128F of the Australian Tax Act has been satisfied in respect of the Offered Notes, provided that no Underwriter shall be obliged to disclose:
Appears in 2 contracts
Samples: Underwriting Agreement (Securitisation Advisory Services Pty LTD), Underwriting Agreement (Securitisation Advisory Services Pty LTD)
Selling Restrictions. (a) No prospectus in relation to the Offered Notes has been lodged with, or registered by, the Australian Securities and Investments Commission or the Australian Stock Exchange Limited. Accordingly, each of the Underwriters, severally and not jointly, represents and agrees that it has not offered and will not offer for issue and has not invited and will not invite applications for the issue of the Offered Notes or offer the Offered Notes for sale or invite offers to purchase the Offered Notes to a person, where the offer or invitation is received by that person in Australia.
(b) Each Underwriter, severally and not jointly, agrees with the Issuer Trustee that, within 30 days of the date of this Agreement, it will have offered the Offered Notes for sale, or invited or induced offers to buy the Offered Notes, in each case by:
(i) making the Prospectus available for inspection on a Bloomberg source or on an alternative electronic source and inviting potential investors to access the Prospectus available on that Bloomberg source or on that alternative electronic source; or
(ii) making hard copies of the Prospectus for the Offered Notes available for collection from that Underwriter in at least its principal office in New York City or London and, in the case of purchasers in the United States, by sending or giving copies of the Prospectus to those purchasers.
(c) Each Underwriter agrees that it will not sell Offered Notes to, or invite or induce offers for the Offered Notes from:
(i) any offshore associate of the Issuer Trustee or a CBA Party specified in Schedule II or Schedule III; or
(ii) any other offshore associate from time to time specified in writing to the Underwriter by the Issuer Trustee or a CBA Party.
(d) Each Underwriter, severally and not jointly, agrees to:
(i) provide written advice to the Issuer Trustee and the Manager within 40 days of the issue of the Offered Notes specifying that it has complied with section 5(III)(b); and
(ii) cooperate with reasonable requests from the Issuer Trustee for information for the purposes of assisting the Issuer Trustee to demonstrate that the public offer test under section 128F of the Australian Tax Act has been satisfied in respect of the Offered Notes, provided that no Underwriter shall be obliged to disclose:
(x) the identity of the purchaser of any Offered Note or any information from which such identity might be capable of being ascertained; or
(y) any information the disclosure of which would be contrary to or prohibited by any relevant law, regulation or directive.
(e) Each Underwriter (severally and not jointly) represents and covenants to the Issuer Trustee and the CBA Parties as of the date of this Agreement and agrees that:
(a) it has complied with and will comply with all applicable provisions of the Financial Services and Markets Act 2000, as amended ("FSMA") with respect to anything done in relation to the Offered Notes in, from or otherwise involving the United Kingdom; and (b) it has only communicated or caused to be communicated, and will only communicate or cause to be communicated, an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Offered Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer Trustee.
(ii) (a) the Offered Notes have not been and will not be offered, sold or distributed in the Kingdom of Spain save in accordance with the requirements of the Spanish Securities Market Law of 28 July 1988 (Ley 24/1988, de 28 de julio, del Mercado de Valores) xx amended and restated, and Royal Decree 291/1992, of 27 March, on Issues and Public Offerings of Securities (Real Decreto 291/1992, de 27 de marzo, sobre Emisiones y Ofertas Publicas de Venta de Valores) as amended and restated and the decrees and regulations made thereunder; (b) neither the Offered Notes nor the Prospectus have been or will be verified or registered in the administrative registries of the Spanish Securities Markets Commission (Comision Nacional del Mercado de Valores); and (c) the Offered Notes have not been and will not be sold, offered or distributed in Spain except in circumstances which do not constitute a public offer of securities in Spain within the meaning of the Spanish Securities Market Law and further relevant legislation or without complying with all legal and regulatory requirements in relation thereto.
(iii) the Offered Notes have not been registered pursuant to Italian securities legislation and, accordingly, each Underwriter has represented and agreed that no action has or will be taken by it which would allow an offering (or a "SOLLECITAZIONE ALL'INVESTIMENTO") of the notes to the public in the Republic of Italy, and that sale of the notes to any persons in the Republic of Italy shall be effected in accordance with Italian securities, tax and other applicable laws and regulations;
(iv) it has not offered, sold or delivered and will not offer, sell or deliver any of the Offered Notes or distribute or make available any of the Offered Notes or copies of the Prospectus or any other offering material relating to the Offered Notes in the Republic of Italy except (a) to professional investors (operatori qualificati), as defined in Article 31, second paragraph of Regulation No. 11522 of 1st July, 1998 issued by the Commissione Nazionale per le Societa e la Borsa ("CONSOB"), as amended and integrated from time to time; (b) in circumstances which are exempted from the rules on solicitation of investments pursuant to Article 100 of Legislative Decree No. 58 of 24th February, 1998 (the "FINANCIAL SERVICES ACT") and Article 33, first paragraph, of CONSOB Regulation No. 11971 of 14th May, 1999, as amended and integrated from time to time; or
Appears in 1 contract
Samples: Underwriting Agreement (Medallion Trust Series 2007-1g)
Selling Restrictions. (a) No offering circular, prospectus or other disclosure document in relation to the Offered any Class A-1 Notes has been lodged with, or registered by, with the Australian Securities and Investments Commission or the Australian Stock Exchange Limited. Accordingly, each of the Underwriters, Each Underwriter severally and (but not jointly, ) represents and agrees that in connection with the distribution of the Class A-1 Notes:
(1) it has not not, directly or indirectly, offered and will not offer for issue and has not or sale or invited and will not invite applications for the issue of the Offered Notes or offer the Offered Notes for sale or invite offers to purchase nor has it sold, the Offered Class A-1 Notes;
(2) it will not, directly or indirectly, offer for issue or sale or invited applications for the issue of or for offers to purchase nor will it sell the Class A-1 Notes; and
(3) it has not distributed and will not distribute any draft, preliminary or definitive offering circular, or any advertisement or other offering material, in the Commonwealth of Australia, its territories or possessions ("AUSTRALIA") unless:
(I) the amount payable for the Class A-1 Notes to on acceptance of the offer by each offeree or invitee is a personminimum amount of A$500,000 (or its equivalent in another currency) (disregarding amounts, where if any, lent by Crusade Management Pty Limited or other person offering the Class A-1 Notes or any associate of them, which will also include for this purpose the Issuer Trustee) or the offer or invitation is received by that person otherwise an offer or invitation for which no disclosure is required to be made under Part 6D.2 of the Corporations Xxx 0000 (Cth) (the "CORPORATIONS ACT") as then in Australiaeffect and the Corporations Regulations made under the Corporations Act as then in effect; and
(II) the offer, invitation or distribution complies with all applicable laws, regulations and directives in relation to the offer, invitation or distribution and does not require any document to be lodged with the Australian Securities and Investments Commission or the Australian Stock Exchange Limited.
(b) Each Underwriter, Underwriter severally and (but not jointly) agrees that, agrees in connection with the Issuer Trustee that, within 30 days primary distribution of the date of this Agreement, it will have offered the Offered Notes for sale, or invited or induced offers to buy the Offered Class A-1 Notes, in each case by:
(i) making the Prospectus available for inspection on a Bloomberg source or on an alternative electronic source and inviting potential investors to access the Prospectus available on that Bloomberg source or on that alternative electronic source; or
(ii) making hard copies of the Prospectus for the Offered Notes available for collection from that Underwriter in at least its principal office in New York City or London and, in the case of purchasers in the United States, by sending or giving copies of the Prospectus to those purchasers.
(c) Each Underwriter agrees that it will not sell Offered any Class A-1 Notes toto any person if, at the time of such sale, the employees of the Underwriter aware of, or invite involved in, the sale actually knows (but without an obligation on such Underwriter to make any inquiry) or induce offers for the Offered has reasonable grounds to suspect, that as a result of such sale, such Class A-1 Notes from:
or any interest in such Class A-1 Notes were being, or would later be acquired (idirectly or indirectly) any offshore associate by an Offshore Associate of the Issuer Trustee (other than in the capacity of a dealer, manager or underwriter in relation to a CBA Party specified in Schedule II or Schedule III; or
(ii) any other offshore associate from time to time specified in writing to the Underwriter by the Issuer Trustee or a CBA Party.
(d) Each Underwriter, severally and not jointly, agrees to:
(i) provide written advice to the Issuer Trustee and the Manager within 40 days placement of the issue Class A-1 Notes or in the capacity of the Offered Notes specifying that it has complied with section 5(III)(ba clearing house, custodian, funds manager or responsible entity of an Australian scheme); and
(ii) cooperate with reasonable requests from the Issuer Trustee for information for the purposes of assisting the Issuer Trustee to demonstrate that the public offer test under section 128F of the Australian Tax Act has been satisfied in respect of the Offered Notes, provided that no Underwriter shall be obliged to disclose:.
Appears in 1 contract
Selling Restrictions. (a) No offering circular, prospectus or other disclosure document in relation to the Offered any Class A-1 Notes has been lodged with, or registered by, with the Australian Securities and Investments Commission or the Australian Stock Exchange Limited. Accordingly, each of the Underwriters, Each Underwriter severally and (but not jointly, ) represents and agrees that in connection with the distribution of the Class A-1 Notes:
(1) it has not not, directly or indirectly, offered and will not offer for issue and has not or sale or invited and will not invite applications for the issue of the Offered Notes or offer the Offered Notes for sale or invite offers to purchase nor has it sold, the Offered Class A-1 Notes;
(2) it will not, directly or indirectly, offer for issue or sale or invited applications for the issue of or for offers to purchase nor will it sell the Class A-1 Notes; and
(3) it has not distributed and will not distribute any draft, preliminary or definitive offering circular, or any advertisement or other offering material, in the Commonwealth of Australia, its territories or possessions ("AUSTRALIA") unless:
(I) the amount payable for the Class A-1 Notes to on acceptance of the offer by each offeree or invitee is a personminimum amount of A$500,000 (or its equivalent in another currency) (disregarding amounts, where if any, lent by Crusade Management Pty Limited or other person offering the Class A-1 Notes or any associate of them, which will also include for this purpose the Issuer Trustee) or the offer or invitation is received by that person otherwise an offer or invitation for which no disclosure is required to be made under Part 6D.2 of the Corporations Act 2001 (Cth) (the "CORPORATIONS ACT") as then in Australiaeffect and the Corporations Regulations made under the Corporations Act as then in effect; and
(II) the offer, invitation or distribution complies with all applicable laws, regulations and directives in relation to the offer, invitation or distribution and does not require any document to be lodged with the Australian Securities and Investments Commission or the Australian Stock Exchange Limited.
(b) Each Underwriter, Underwriter severally and (but not jointly) agrees that, agrees in connection with the Issuer Trustee that, within 30 days primary distribution of the date of this Agreement, it will have offered the Offered Notes for sale, or invited or induced offers to buy the Offered Class A-1 Notes, in each case by:
(i) making the Prospectus available for inspection on a Bloomberg source or on an alternative electronic source and inviting potential investors to access the Prospectus available on that Bloomberg source or on that alternative electronic source; or
(ii) making hard copies of the Prospectus for the Offered Notes available for collection from that Underwriter in at least its principal office in New York City or London and, in the case of purchasers in the United States, by sending or giving copies of the Prospectus to those purchasers.
(c) Each Underwriter agrees that it will not sell Offered any Class A-1 Notes toto any person if, at the time of such sale, the employees of the Underwriter aware of, or invite involved in, the sale actually knows (but without an obligation on such Underwriter to make any inquiry) or induce offers for the Offered has reasonable grounds to suspect, that as a result of such sale, such Class A-1 Notes from:
or any interest in such Class A-1 Notes were being, or would later be acquired (idirectly or indirectly) any offshore associate by an Offshore Associate of the Issuer Trustee (other than in the capacity of a dealer, manager or underwriter in relation to a CBA Party specified in Schedule II or Schedule III; or
(ii) any other offshore associate from time to time specified in writing to the Underwriter by the Issuer Trustee or a CBA Party.
(d) Each Underwriter, severally and not jointly, agrees to:
(i) provide written advice to the Issuer Trustee and the Manager within 40 days placement of the issue Class A-1 Notes or in the capacity of the Offered Notes specifying that it has complied with section 5(III)(b); and
(ii) cooperate with reasonable requests from the Issuer Trustee for information for the purposes a clearing house, custodian, funds manager or responsible entity of assisting the Issuer Trustee to demonstrate that the public offer test under section 128F of the an Australian Tax Act has been satisfied in respect of the Offered Notes, provided that no Underwriter shall be obliged to disclose:scheme.
Appears in 1 contract
Selling Restrictions. (a) No prospectus in relation to the Offered Class A-1 Notes has been lodged with, or registered by, the Australian Securities and Investments Commission or the Australian Stock Exchange Limited. Accordingly, each of the Underwriters, severally and not jointly, represents and agrees that it has not offered and will not offer for issue and has not invited and will not invite applications for the issue of the Offered Class A-1 Notes or offer the Offered Class A-1 Notes for sale or invite offers to purchase the Offered Class A-1 Notes to a person, where the offer or invitation is received by that person in Australia.
(b) Each Underwriter, severally and not jointly, agrees with the Issuer Trustee that, within 30 days of the date of this Agreement, it will have offered the Offered Class A-1 Notes for sale, or invited or induced offers to buy the Offered Class A-1 Notes, in each case by:
(i) making each preliminary prospectus or the Prospectus available for inspection on a Bloomberg source or on an alternative electronic source and inviting potential investors to access the preliminary prospectus or the Prospectus available on that Bloomberg source or on that alternative electronic source; or
(ii) making hard copies of each preliminary prospectus or the Prospectus for the Offered Class A-1 Notes available for collection from that Underwriter in at least its principal office in New York City or London and, in the case of purchasers in the United States, by sending or giving copies of that preliminary prospectus or the Prospectus to those purchasers.
(c) Each Underwriter agrees that it will not sell Offered Class A-1 Notes to, or invite or induce offers for the Offered Class A-1 Notes from:
(i) any offshore associate of the Issuer Trustee or a CBA Party specified in Schedule II or Schedule III; or
(ii) any other offshore associate from time to time specified in writing to the Underwriter by the Issuer Trustee or a CBA Party.
(d) Each Underwriter, severally and not jointly, agrees to:
(i) provide written advice to the Issuer Trustee and the Manager within 40 days of the issue of the Offered Class A-1 Notes specifying that it has complied with section 5(III)(b); and
(ii) cooperate with reasonable requests from the Issuer Trustee for information for the purposes of assisting the Issuer Trustee to demonstrate that the public offer test under section 128F of the Australian Tax Act has been satisfied in respect of the Offered Class A-1 Notes, provided that no Underwriter shall be obliged to disclose:
Appears in 1 contract
Samples: Underwriting Agreement (Securitisation Advisory Services Pty LTD)
Selling Restrictions. (a) No prospectus in relation to the Offered Notes has been lodged with, or registered by, the Australian Securities and Investments Commission or the Australian Stock Exchange Limited. Accordingly, each of the Underwriters, Each Underwriter (severally and not jointly, ) represents and agrees that in connection with the initial distribution of the Notes:
(1) it has not (directly or indirectly) offered for subscription or purchase or issued invitations to subscribe for or buy nor has it sold, the Notes,
(2) will not (directly or indirectly) offer for subscription or purchase or issue invitations to subscribe for or buy nor will it sell the Notes, and
(3) has not distributed and will not offer for issue and has not invited and will not invite applications distribute any prospectus, or any advertisement or other offering material in the Commonwealth of Australia, its territories or possessions ("Australia") or to any person who is actually known by the Underwriter (without an obligation on the Underwriter to make any inquiry) to be a resident of Australia for the issue purposes of section 128F of the Offered Notes Income Tax Assessment Act 1936 of Australia (the "Tax Act") or offer to any associates of the Offered Notes for sale Trust Manager or invite offers Xx.Xxxxxx identified on Annex A hereto or as otherwise notified in writing by the Trust Manager or Xx.Xxxxxx to purchase the Offered Notes Underwriters from time to a person, where the offer or invitation is received by that person in Australiatime.
(b) Each UnderwriterUnderwriter (severally, severally and not jointly, agrees ) undertakes in connection with the Issuer Trustee that, within 30 days Notes subject to the "public offer test" under Section 128F of the date Tax Act and governed by this Agreement that the issue of this Agreement, it will have offered the Offered such Notes for sale, or invited or induced offers to buy the Offered Notes, in each case byresulted from:
(i) making an offer by such Underwriter within 30 days of issue to any person as a result of negotiations being initiated in electronic form (specifying the particular electronic screen or service), the Prospectus available or in such other form as may be applicable, being a form that is used by the financial markets for inspection on a Bloomberg source or on an alternative electronic source and inviting potential investors to access the Prospectus available on that Bloomberg source or on that alternative electronic sourcedealing in securities; or
(ii) making hard copies its offer of such Notes for sale within 30 days of issue to at least 10 persons who are in the business of providing finance or investment or dealing in securities in financial markets each of whom was not known to be an associate of any of the Prospectus for others (within the Offered Notes available for collection from that Underwriter in at least its principal office in New York City or London and, in the case meaning of purchasers in the United States, by sending or giving copies section 128F of the Prospectus to those purchasers.
(c) Each Underwriter agrees that Tax Act); and in either case it will not sell Offered Notes to, or invite or induce offers for the Offered Notes from:
(i) any offshore associate has announced on behalf of the Issuer Trustee or a CBA Party specified in Schedule II or Schedule III; or
(ii) any other offshore associate from time to time specified in writing relation to the offer that Euroclear Bank, S.A./N.V., as operator of the Euroclear System ("Euroclear"), Clearstream, Luxembourg or The Depository Trust Company will confer rights in such Notes under Global Notes. Each Underwriter by will provide the Issuer Trustee or (within five Business Days of the offer of such Notes by it) a CBA Party.
written statement which sets out details of the relevant offer. Each Underwriter (d) Each Underwriterseverally, severally and not jointly, ) agrees to:
(i) provide written advice to the Issuer Trustee and the Manager within 40 days of the issue of the Offered Notes specifying that it has complied with section 5(III)(b); and
(ii) cooperate co-operate with reasonable requests from the Issuer Trustee for information for the purposes of assisting the Issuer Trustee to demonstrate that the public offer test under section 128F of the Australian Tax Act has been satisfied in respect of the Offered Notessatisfied, provided that no Underwriter shall be obliged to disclosedisclose the identity of the purchaser of any Note or any information from which such identity might/would be capable of being ascertained, or any information the disclosure of which would be contrary to or prohibited by any relevant law, regulation or directive.
(c) Each Underwriter (severally and not jointly) acknowledges that no representation is made by the Issuer Trustee or any Xx.Xxxxxx Party that any action has been or will be taken in any jurisdiction outside the United States by the Issuer Trustee or any Underwriter that would permit a public offering of the Notes, or possession or distribution of the Prospectus or any other offering material, in any country or jurisdiction where action for that purpose is required. Each Underwriter (severally and not jointly) will comply with all applicable securities laws and regulations in each jurisdiction in which it purchases, offers, sells or delivers Notes or has in its possession or distributes the Prospectus or any other offering material, in all cases at its own expense.
(d) Each Underwriter (severally and not jointly) agrees that:
(i) it has only offered or sold and will only offer or sell any Notes in or from the United Kingdom:
(a) to persons (1) whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses; or (ii) to persons who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their business except in circumstances that do not constitute an offer to the public under the Public Offers of Securities Regulations 1995 (as amended)
(ii) it has complied and will comply with all applicable provisions of the Financial Services Act with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom.
(iii) in connection with the Notes, it has only issued or passed on and will only issue or pass on in the United Kingdom the Notes or any document received by it in connection with the issue of the Notes, to a person who is of a kind described in Article 11(e) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996 (as amended) or is a person to whom the document may otherwise lawfully be issued or passed on.
Appears in 1 contract
Selling Restrictions. (a) No prospectus in relation to the Offered Class A Notes has been lodged with, or registered by, the Australian Securities and Investments Commission or the Australian Stock Exchange Limited. Accordingly, each of the Underwriters, severally and not jointly, represents and agrees that it has not offered and will not offer for issue and has not invited and will not invite applications for the issue of the Offered Class A Notes or offer the Offered Class A Notes for sale or invite offers to purchase the Offered Class A Notes to a person, where the offer or invitation is received by that person in Australia.
(b) Each Underwriter, severally and not jointly, agrees with the Issuer Trustee that, within 30 days of the date of this Agreement, it will have offered the Offered Class A Notes for sale, or invited or induced offers to buy the Offered Class A Notes, in each case by:
(i) making each preliminary prospectus or the Prospectus available for inspection on a Bloomberg source or on an alternative electronic source and inviting potential investors to access the preliminary prospectus or the Prospectus available on that Bloomberg source or on that alternative electronic source; or
(ii) making hard copies of each preliminary prospectus or the Prospectus for the Offered Class A Notes available for collection from that Underwriter in at least its principal office in New York City or London and, in the case of purchasers in the United States, by sending or giving copies of that preliminary prospectus or the Prospectus to those purchasers.
(c) Each Underwriter agrees that it will not sell Offered Class A Notes to, or invite or induce offers for the Offered Class A Notes from:
(i) any offshore associate of the Issuer Trustee or a CBA an [ ] Party specified in Schedule II or Schedule III; or
(ii) any other offshore associate from time to time specified in writing to the Underwriter by the Issuer Trustee or a CBA an [ ] Party.
(d) Each Underwriter, severally and not jointly, agrees to:
(i) provide written advice to the Issuer Trustee and the Manager within 40 days of the issue of the Offered Class A Notes specifying that it has complied with section 5(III)(b); and
(ii) cooperate with reasonable requests from the Issuer Trustee for information for the purposes of assisting the Issuer Trustee to demonstrate that the public offer test under section 128F of the Australian Tax Act has been satisfied in respect of the Offered Class A Notes, provided that no Underwriter shall be obliged to disclose:
(x) the identity of the purchaser of any Class A Note or any information from which such identity might be capable of being ascertained; or
(y) any information the disclosure of which would be contrary to or prohibited by any relevant law, regulation or directive.
(e) Each Underwriter, severally and not jointly, represents and agrees that it (i) has not offered or sold, and prior to admission of the Class A Notes to listing in accordance with Part IV of the Financial Services Act will not offer or sell any Class A Notes to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulation 1995, as amended, or the Financial Services Act, (ii) has complied with and will comply with all applicable provisions of the Financial Services Act with respect to anything done by it in relation to the Class A Notes, in, from or otherwise involving the United Kingdom, and (iii) has only issued or passed on and will only issue or pass on in the United Kingdom any document received by it in connection with the issue of the Class A Notes, other than any document which consists of, or any part of, listing particulars, supplementary listing particulars or any other document required or permitted to be published by listing rules under Part IV of the Financial Services Act to a person who is a kind described in Article 11(3) of the Financial Services Act (Investment Advertisements) (Exemptions) Order 1996, as amended, or is a person to whom the document may otherwise lawfully be issued or passed on.
Appears in 1 contract
Selling Restrictions. (a) No prospectus in relation to the Offered Class A-1 Notes has been lodged with, or registered by, the Australian Securities and Investments Commission or the Australian Stock Exchange Limited. Accordingly, each of the Underwriters, severally and not jointly, represents and agrees that it has not offered and will not offer for issue and has not invited and will not issue, or invite applications for the issue of of, the Offered Class A-1 Notes or offer the Offered Class A-1 Notes for sale or invite offers to purchase the Offered Class A-1 Notes to a person, where the offer or invitation is received by that person in Australia.
(b) Each Underwriter, severally and not jointly, agrees with the Issuer Trustee that, within 30 days of the date of this Agreement, it will have offered the Offered Class A-1 Notes for sale, or invited or induced offers to buy the Offered Notes, in each case Class A-1 Notes by:
(i) making each preliminary prospectus or the Prospectus available for inspection on a Bloomberg source or on an alternative electronic source and inviting potential investors to access the preliminary prospectus or the Prospectus available on that Bloomberg source or on that alternative electronic source; or
(ii) making hard copies of each preliminary prospectus or the Prospectus for the Offered Class A-1 Notes available for collection from that Underwriter in at least its principal office in New York City or London and, in the case of purchasers in the United States, by sending or giving copies of that preliminary prospectus or the Prospectus to those purchasers.
(c) Each Underwriter agrees that it will not sell Offered Class A-1 Notes to, or invite or induce offers for the Offered Class A-1 Notes from:
(i) any offshore associate of the Issuer Trustee or a CBA Party specified in Schedule II or Schedule III; or
(ii) any other offshore associate from time to time specified in writing to the Underwriter by the Issuer Trustee or a CBA Party.
(d) Each Underwriter, severally and not jointly, agrees to:
(i) provide written advice to the Issuer Trustee and the Manager within 40 days of the issue of the Offered Class A-1 Notes specifying that it has complied with section 5(III)(b); and
(ii) cooperate with reasonable requests from the Issuer Trustee for information for the purposes of assisting the Issuer Trustee to demonstrate that the public offer test under section 128F of the Australian Tax Act has been satisfied in respect of the Offered Class A-1 Notes, provided that no Underwriter shall be obliged to disclose:
Appears in 1 contract
Samples: Underwriting Agreement (Securitisation Advisory Services Pty LTD 2000 Med Trust)
Selling Restrictions. (a) No prospectus in relation to the Offered US$ Notes has been lodged with, or registered by, the Australian Securities and Investments Commission or the Australian Stock Exchange Limited. Accordingly, each of the Underwriters, severally and not jointly, represents and agrees that it has not offered and will not offer offer, for issue issue, and has not invited and will not invite applications for the issue of the Offered US$ Notes or offer the Offered US$ Notes for sale or invite offers to purchase the Offered US$ Notes to to, a person, where the offer or invitation is received by that person in AustraliaAustralia unless the minimum amount payable to the relevant Underwriter for the US$ Notes, after disregarding any amount paid or payable or lent by the relevant Underwriter or any associate (as determined under sections 10 to 17 of the Australian Corporations Act 2001) of that Underwriter), on acceptance of the offer by that person is at least A$500,000 (or the equivalent thereof in any other currency).
(b) Each Underwriter, severally and not jointly, agrees with the Issuer Trustee that, within 30 days of the date of this Agreement, it will have offered offer the Offered US$ Notes for sale, or invited invite or induced induce offers to buy the Offered US$ Notes, in each case by:
(i) making the Prospectus available for inspection on a Bloomberg source or on an alternative electronic source and inviting potential investors to access the Prospectus available on that the Bloomberg source or on that alternative electronic source; or
(ii) making hard copies of the Prospectus for the Offered US$ Notes available for collection from that the Underwriter in at least its principal office in New York City or London and, in the case of purchasers in the United States, by sending or giving copies of the Prospectus to those purchasers.
(c) Each Underwriter agrees that it will not sell Offered US$ Notes to, or invite or induce offers for the Offered US$ Notes from:
(i) any offshore associate of the Issuer Trustee or a CBA Macquarie Party specified in Schedule II or Schedule III; or
(ii) any other offshore associate from time to time specified in writing to the Underwriter by the Issuer Trustee or a CBA Macquarie Party.
(d) Each Underwriter, severally and not jointly, agrees to:
(i) provide written advice to the Issuer Trustee and the Manager within 40 days of the issue of the Offered US$ Notes specifying that it has complied with section 5(III)(b16(b); and
and (ii) cooperate with reasonable requests from the Issuer Trustee for information for the purposes of assisting the Issuer Trustee to demonstrate that the public offer test under section 128F of the Australian Tax Act has been satisfied in respect of the Offered US$ Notes, ; provided that no Underwriter shall be obliged to disclose:disclose any information the disclosure of which would be contrary to or prohibited by any relevant law, regulation or directive.
(e) Each Underwriter, severally and not jointly, represents and agrees that it (i) has only offered or sold, and will only offer or sell any US$ Notes in the United Kingdom to persons: (1) whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or (2) to persons whom it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their business except in circumstances that do not constitute an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulation 1995, as amended, or the Financial Services Act, (ii) has complied with and will comply with all applicable provisions of the Financial Services Act with respect to anything done by it in relation to the US$ Notes, in, from or otherwise involving the United Kingdom, and (iii) has only issued or passed on and will only issue or pass on in the United Kingdom any document received by it in connection with the issue of the US$ Notes, other than any document which consists of, or any part of, listing particulars, supplementary listing particulars or any other document required or permitted to be published by listing rules under Part IV of the Financial Services Act, to a person who is a kind described in Article 11(3) of the Financial Services Act (Investment Advertisements) (Exemptions) Order 1996, as amended, or is a person to whom the document may otherwise lawfully be issued or passed on.
(f) Each Underwriter, severally and not jointly, acknowledges that no action has been taken to permit an offering of the US$ Notes in any jurisdiction outside the United States where any action would be required to be taken for that purpose. Each Underwriter will comply with all applicable securities laws and regulations in each jurisdiction in which it purchases, offer, sells or delivers US$ Notes or has in its possession or distributes the Prospectus or any other offering material, in all cases at its own expense.
Appears in 1 contract
Samples: Underwriting Agreement (Macquarie Securitisation LTD)
Selling Restrictions. (a) No offering circular, prospectus or other disclosure document in relation to the Offered any Class A-1 Notes has been lodged with, or registered by, with the Australian Securities and Investments Commission or the Australian Stock Exchange Limited. Accordingly, each of the Underwriters, Each Underwriter severally and (but not jointly, ) represents and agrees that in connection with the distribution of the Class A-1 Notes:
(1) it has not not, directly or indirectly, offered and will not offer for issue and has not or sale or invited and will not invite applications for the issue of the Offered Notes or offer the Offered Notes for sale or invite offers to purchase nor has it sold, the Offered Class A-1 Notes;
(2) it will not, directly or indirectly, offer for issue or sale or invited applications for the issue of or for offers to purchase nor will it sell the Class A-1 Notes; and
(3) it has not distributed and will not distribute any draft, preliminary or definitive offering circular, or any advertisement or other offering material, in the Commonwealth of Australia, its territories or possessions ("Australia") unless:
(I) the amount payable for the Class A-1 Notes to on acceptance of the offer by each offeree or invitee is a personminimum amount of A$500,000 (or its equivalent in another currency) (disregarding amounts, where if any, lent by Crusade Management Pty Limited or other person offering the Class A-1 Notes or any associate of them, which will also include for this purpose the Issuer Trustee) or the offer or invitation is received by that person otherwise an offer or invitation for which no disclosure is required to be made under Part 6D.2 of the Corporations Xxx 0000 (Cth) (the "Corporations Act") as then in Australiaeffect and the Corporations Regulations made under the Corporations Act as then in effect; and
(II) the offer, invitation or distribution complies with all applicable laws, regulations and directives in relation to the offer, invitation or distribution and does not require any document to be lodged with the Australian Securities and Investments Commission or the Australian Stock Exchange Limited.
(b) Each Underwriter, Underwriter severally and (but not jointly) agrees that, agrees in connection with the primary distribution of the Class A-1 Notes, it will not sell any Class A-1 Notes to any person if, at the time of such sale, the employees of the Underwriter aware of, or involved in, the sale actually knows or has reasonable grounds to suspect (but without an obligation on such Underwriter to make any inquiry), that as a result of such sale, such Class A-1 Notes or any interest in such Class A-1 Notes were being, or would later be acquired (directly or indirectly) by an Offshore Associate of the Issuer Trustee that(other than in the capacity of a dealer, within 30 days manager or underwriter in relation to a placement of the date Class A-1 Notes or in the capacity of a clearing house, custodian, funds manager or responsible entity of an Australian scheme. For purposes of this AgreementSection 10 an "Offshore Associate" of the Issuer Trustee means an "associate" within the meaning of Section 128F of the Tax Act (including for this purpose, it will have offered any associates of Crusade Management Limited as a beneficiary of the Offered Notes for sale, or invited or induced offers to buy the Offered Notes, in each case byTrust) that is either:
(i1) making a non resident of Australia that does not acquire the Prospectus available for inspection Class A-1 Notes in carrying on business at or through a Bloomberg source or on an alternative electronic source and inviting potential investors to access the Prospectus available on that Bloomberg source or on that alternative electronic sourcepermanent establishment in Australia; or
(ii2) making hard copies a resident of Australia that acquires the Class A-1 Notes in carrying on a business at or through a permanent establishment outside Australia. Notwithstanding the foregoing, for purposes of this Section 10, an Underwriter will be considered to have actual knowledge or reasonable grounds to suspect that an entity is an Offshore Associate of the Prospectus for Issuer Trustee only if that entity is identified on the Offered Notes available for collection from lists that Underwriter in at least its principal office in New York City or London andare to be provided to the Representative by the Issuer Trustee and Xx.Xxxxxx Bank (collectively, in the case of purchasers in the United States, by sending or giving copies of the Prospectus to those purchasers"List").
(c) Each Underwriter (severally, not jointly) agrees that it will not sell Offered must offer the Class A-1 Notes to, or invite or induce offers for the Offered Notes from:
(i) any offshore associate of the Issuer Trustee or a CBA Party specified in Schedule II or Schedule III; or
(ii) any other offshore associate from time to time specified in writing to the Underwriter by the Issuer Trustee or a CBA Party.
(d) Each Underwriter, severally and not jointly, agrees to:
(i) provide written advice to the Issuer Trustee and the Manager which it subscribes for sale within 40 30 days of the issue of those Class A-1 Notes. Such offer must only be by one of the Offered Notes specifying that it has complied with section 5(III)(b); andfollowing means (or a combination thereof):
(ii1) cooperate with reasonable requests from as a result of negotiations being initiated by the Issuer Trustee underwriter in electronic form on Reuters or the electronic information system made available to its subscribers by Bloomberg, L.P., specifying in such offer the name of the issuer and the price at which the Class A-1 Notes are offered for information for sale; or
(2) to at least 10 persons each of whom was carrying on a business of providing finance, investing in or dealing in securities, in the purposes course of assisting operating in financial markets who was not actually known or reasonably suspected by the Issuer Trustee employees of each Underwriter acting in relation to demonstrate that the public offer test under section sale to be an associate (as defined in Section 128F of the Australian Tax Act has been satisfied Act) of any other person covered by this sub-paragraph (2) (but without an obligation on such Underwriter to make any inquiry); or
(3) to at least 100 persons who it would be reasonable to regard as either having acquired instruments similar to the Class A-1 Notes in respect of the Offered Notes, provided that no Underwriter shall past or as likely to be obliged to disclose:interested in acquiring Class A-1
Appears in 1 contract
Selling Restrictions. (a) No prospectus in relation to the Offered Offshore Notes has been lodged with, or registered by, the Australian Securities and Investments Commission or the Australian Stock Exchange Limited. Accordingly, each of the Underwriters, severally and not jointly, represents and agrees that it has not offered and will not offer for issue and has not invited and will not invite applications for the issue of the Offered Offshore Notes or offer the Offered Offshore Notes for sale or invite offers to purchase the Offered Offshore Notes to a person, where the offer or invitation is received by that person in Australia.Australia-
(b) Each Underwriter, severally and not jointly, agrees with the Issuer Trustee that, within 30 days of the date of this Agreement, it will have offered the Offered Offshore Notes for sale, or invited or induced offers others to buy the Offered Offshore Notes, in each case by:
(i) making the Prospectus available for inspection on a Bloomberg source or on an alternative electronic source and inviting potential investors to access the Prospectus available on that Bloomberg source or on that alternative electronic source; or
(ii) making hard copies of the Prospectus for the Offered Offshore Notes available for collection from that Underwriter in at least its principal office in New York City or London and, in the case of purchasers in the United States, by sending or giving copies of the Prospectus to those purchasers.
(c) Each Underwriter agrees that it will not sell Offered Offshore Notes to, or invite or induce offers for the Offered Offshore Notes from:
(i) any offshore associate of the Issuer Trustee or a CBA Party specified in Schedule II 11 or Schedule III; or
(ii) any other offshore associate from time to time specified in writing to the Underwriter by the Issuer Trustee or a CBA Party.
(d) Each Underwriter, severally and not jointly, agrees to:
(i) provide written advice to the Issuer Trustee and the Manager within 40 days of the issue of the Offered Offshore Notes specifying that it has complied with section 5(III)(bS(M)(b); and
(ii) cooperate with reasonable requests from the Issuer Trustee for information for the purposes of assisting the Issuer Trustee to demonstrate that the public offer test under section 128F of the Australian Tax Act has been satisfied in respect of the Offered Offshore Notes, provided that no Underwriter shall be obliged to disclose:
Appears in 1 contract
Samples: Underwriting Agreement (Securitisation Advisory Services Pty LTD)
Selling Restrictions. (a) No prospectus in relation to the Offered Class [__] Notes has been lodged with, or registered by, the Australian Securities and Investments Commission or the Australian Stock Exchange Limited. Accordingly, each of the Underwriters, severally and not jointly, represents and agrees that it has not offered and will not offer offer, for issue issue, and has not invited and will not invite applications for the issue of the Offered Class [__] Notes or offer the Offered Class [__] Notes for sale or invite offers to purchase the Offered Class A Notes to to, a person, where unless the minimum amount payable to the relevant Underwriter for the Class [__] Notes, after disregarding any amount paid or payable or lent by the relevant Underwriter or any associate (as determined under sections [10] to [17] of the Australian Corporations Act 2001) of that Underwriter, on acceptance of the offer or invitation is received by that person is at least [A$500,000] (or the equivalent thereof in Australiaany other currency).
(b) Each Underwriter, severally and not jointly, agrees with the Issuer Trustee that, within 30 [30] days of the date of this Agreement, it will have offered offer the Offered Class [__] Notes for sale, or invited invite or induced induce offers to buy the Offered Class [__] Notes, in each case by:
(i) making the Prospectus available for inspection on a Bloomberg source or on an alternative electronic source and inviting potential investors to access the Prospectus available on that Bloomberg source or on that alternative electronic source; or
(ii) making hard copies of the Prospectus for the Offered Class[ ] Notes available for collection from that the Underwriter in at least its principal office in New York City or London and, in the case of purchasers in the United States, by sending or giving copies of the Prospectus to those purchasers.
(c) Each Underwriter agrees that it will not sell Offered Class [__] Notes to, or invite or induce offers for the Offered Class [__] Notes from:
(i) [any offshore associate of the Issuer Trustee or a CBA Macquarie Party specified in Schedule II or Schedule III]; or
(ii) any other offshore associate from time to time specified in writing to the Underwriter by the Issuer Trustee or a CBA Macquarie Party.
(d) Each Underwriter, severally and not jointly, agrees to:
(i) provide written advice to the Issuer Trustee and the Manager within 40 [40] days of the issue of the Offered Class [__] Notes specifying that it has complied with section 5(III)(b16(b); and
and (ii) cooperate with reasonable requests from the Issuer Trustee for information for the purposes of assisting the Issuer Trustee to demonstrate that the public offer test under section 128F [128F] of the Australian Tax Act has been satisfied in respect of the Offered Class [__] Notes, ; provided that no Underwriter shall be obliged to disclosedisclose any information the disclosure of which would be contrary to or prohibited by any relevant law, regulation or directive.
(e) Each Underwriter (severally and not jointly) agrees that:
(i) it has not offered or sold and, prior to the expiry of the period of six months from the Closing Date, will not offer or sell any Class [__] Notes to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses, or otherwise in circumstances that have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended;
(ii) it has complied and will comply with all applicable provisions of the Financial Services and Markets Xxx 0000 with respect to anything done by it in relation to the Class [__] Notes in, from or otherwise involving the United Kingdom;
(iii) it is a person of a kind described in Articles 19 or 49 of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2001, as amended; and
(iv) it has only communicated or caused to be communicated, and will only communicate or cause to be communicated, in the United Kingdom any document received by it in connection with the issue of the Class [__] Notes to a person who is of a kind described in Articles 19 or 49 of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2001, as amended, or who is a person to whom such document may otherwise lawfully be communicated.
(f) Each Underwriter, severally and not jointly, acknowledges that no action has been taken to permit an offering of the Class [__] Notes in any jurisdiction outside the United States where any action would be required to be taken for that purpose. Each Underwriter will comply with all applicable securities laws and regulations in each jurisdiction in which it purchases, offer, sells or delivers Class [__] Notes or has in its possession or distributes the Prospectus or any other offering material, in all cases at its own expense.
Appears in 1 contract
Samples: Underwriting Agreement (Macquarie Securitisation LTD)
Selling Restrictions. (a) No prospectus in relation to the Offered Notes has been lodged with, or registered by, the Australian Securities and Investments Commission or the Australian Stock Exchange Limited. Accordingly, each of the Underwriters, severally and not jointly, represents and agrees that it has not offered and will not offer for issue and has not invited and will not invite applications for the issue of the Offered Notes or offer the Offered Notes for sale or invite offers to purchase the Offered Notes to a person, where the offer or invitation is received by that person in Australia.
(b) Each Underwriter, severally and not jointly, agrees with the Issuer Trustee that, within 30 days of the date of this Agreement, it will have offered the Offered Notes for sale, or invited or induced offers to buy the Offered Notes, in each case by:
(i) making the Prospectus available for inspection on a Bloomberg source or on an alternative electronic source and inviting potential investors to access the Prospectus available on that Bloomberg source or on that alternative electronic source; or
(ii) making hard copies of the Prospectus for the Offered Notes available for collection from that Underwriter in at least its principal office in New York City or London and, in the case of purchasers in the United States, by sending or giving copies of the Prospectus to those purchasers.
(c) Each Underwriter agrees that it will not sell Offered Notes to, or invite or induce offers for the Offered Notes from:
(i) any offshore associate of the Issuer Trustee or a CBA Xx.Xxxxxx Party specified in Schedule II or Schedule III; or
(ii) any other offshore associate from time to time specified in writing to the Underwriter by the Issuer Trustee or a CBA Xx.Xxxxxx Party.
(d) Each Underwriter, severally and not jointly, agrees to:
(i) provide written advice to the Issuer Trustee and the Trust Manager within 40 days of the issue of the Offered Notes specifying that it has complied with section 5(III)(bSection 6(III)(b); and
(ii) cooperate with reasonable requests from the Issuer Trustee for information for the purposes of assisting the Issuer Trustee to demonstrate that the public offer test under section 128F of the Australian Tax Act has been satisfied in respect of the Offered Notes, provided that no Underwriter shall be obliged to disclose:
(x) the identity of the purchaser of any Offered Note or any information from which such identity might be capable of being ascertained; or
(y) any information the disclosure of which would be contrary to or prohibited by any relevant law, regulation or directive.
(e) Each Underwriter (severally and not jointly) represents and covenants to the Issuer Trustee and the Xx.Xxxxxx Parties as of the date of this Agreement and agrees that:
(a) it has complied with and will comply with all applicable provisions of the Financial Services and Markets Xxx 0000, as amended ("FSMA") with respect to anything done in relation to the Offered Notes in, from or otherwise involving the United Kingdom; and (b) it has only communicated or caused to be communicated, and will only communicate or cause to be communicated, an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Offered Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer Trustee.
(ii) [(a) the Offered Notes have not been and will not be offered, sold or distributed in the Kingdom of Spain save in accordance with the requirements of the Spanish Securities Market Law of 28 July 1988 (Ley 00/0000, xx 00 xx xxxxx, del Xxxxxxx de Valores) as amended and restated, and Royal Decree 291/1992, of 27 March, on Issues and Public Offerings of Securities (Real Decreto 291/1992, de 27 de marzo, sobre Emisiones y Ofertas Publicas de Venta de Valores) as amended and restated and the decrees and regulations made thereunder; (b) neither the Offered Notes nor the Prospectus have been or will be verified or registered in the administrative registries of the Spanish Securities Markets Commission (Comision Nacional del Xxxxxxx de Valores); and (c) the Offered Notes have not been and will not be sold, offered or distributed in Spain except in circumstances which do not constitute a public offer of securities in Spain within the meaning of the Spanish Securities Market Law and further relevant legislation or without complying with all legal and regulatory requirements in relation thereto.
(iii) the Offered Notes have not been registered pursuant to Italian securities legislation and, accordingly, each Underwriter has represented and agreed that no action has or will be taken by it which would allow an offering (or a "sollecitazione all'investimento") of the notes to the public in the Republic of Italy, and that sale of the notes to any persons in the Republic of Italy shall be effected in accordance with Italian securities, tax and other applicable laws and regulations;
(iv) it has not offered, sold or delivered and will not offer, sell or deliver any of the Offered Notes or distribute or make available any of the Offered Notes or copies of the Prospectus or any other offering material relating to the Offered Notes in the Republic of Italy except (a) to professional investors (operatori qualificati), as defined in Article 31, second paragraph of Regulation No. 11522 of 1st July, 1998 issued by the Commissione Nazionale per le Societa e la Borsa ("CONSOB"), as amended and integrated from time to time; (b) in circumstances which are
Appears in 1 contract
Selling Restrictions. (a) No prospectus in relation The Initial Purchaser agrees to the Offered Notes has been lodged withfollowing:
(i) to deliver the Final Offering Circular to each investor in the Subject Notes;
(ii) not to solicit offers for, or registered byoffer or sell, the Australian Subject Notes by any form of general solicitation or general advertising (as those terms are used in Rule 502(c) under the Securities Act);
(iii) to solicit offers for the Subject Notes only from, and Investments Commission to offer the Subject Notes only to, investors that the Initial Purchaser reasonably believes are either (I) Qualified Purchasers that are not “U.S. persons” (as defined in Regulation S), outside the United States in reliance on Regulation S, or (II) persons (or for the Australian Stock Exchange Limitedaccount or benefit thereof) that are (A) Qualified Institutional Buyers and Qualified Purchasers (or entities owned exclusively by Qualified Purchasers), and (B) solely in the case of Secured Notes issued in certificated form, Institutional Accredited Investors and Qualified Purchasers (or entities owned exclusively by Qualified Purchasers); and
(iv) to offer and sell the Subject Notes in accordance with the procedures set forth under the heading “Plan of Distribution” in the Final Offering Circular and subject to the restrictions set forth under the heading “Transfer Restrictions” in the Final Offering Circular. Accordingly, each of the Underwriters, severally and not jointly, represents and agrees The Issuer confirms that it has not offered and will not offer for issue and has not invited and will not invite applications for authorized the issue of the Offered Notes or Initial Purchaser to offer the Offered Subject Notes for sale or invite offers prior to purchase the Offered Notes date hereof in a manner consistent with the foregoing and to a person, where use the offer or invitation is received by that person Offering Documents in Australiaconnection therewith.
(b) Each Underwriter, severally The Initial Purchaser represents and not jointly, agrees with the Issuer Trustee warrants that, within 30 days on and as of the date of this AgreementClosing Date, it will have offered the Offered Notes for sale, or invited or induced offers to buy the Offered Notes, in each case by:
(i) making the Prospectus available for inspection on is a Bloomberg source or on an alternative electronic source Qualified Institutional Buyer and inviting potential investors to access the Prospectus available on that Bloomberg source or on that alternative electronic source; or
(ii) making hard copies of the Prospectus for the Offered Notes available for collection from that Underwriter in at least its principal office in New York City or London and, in the case of purchasers in the United States, by sending or giving copies of the Prospectus to those purchasersa Qualified Purchaser.
(c) Each Underwriter The Initial Purchaser represents, warrants, covenants and agrees that it will not sell Offered Notes to, or invite or induce offers for as to the Offered Notes from:
(i) any offshore associate of the Issuer Trustee or a CBA Party specified matters set forth in Schedule II 2 hereto with respect to each jurisdiction in which it has offered or Schedule III; or
(ii) sold or will offer or sell any other offshore associate from time to time specified in writing to the Underwriter by the Issuer Trustee or a CBA PartySubject Notes.
(d) Each UnderwriterThe Initial Purchaser shall request that, severally with respect to the CUSIP number assigned to each Class of Rule 144A Global Notes, the “fixed field” attachment contains “3c7” and not jointly, agrees to:“144A” indicators.
(ie) provide written advice In the event any Rule 144A Global Notes are listed with Bloomberg Financial Markets (“Bloomberg”) the Initial Purchaser agrees and covenants to request that any such listing contain Bloomberg’s customary “Section 3(c)(7)” indicators on the Issuer Trustee and Bloomberg screen clearly showing that such Secured Notes are restricted to Qualified Institutional Buyers that are Qualified Purchasers or entities owned (or beneficially owned) exclusively by Qualified Purchasers, including the Manager within 40 days indicators described in Section 10.13 of the issue Indenture (or such other indicators regarding restrictions on the Secured Notes under Section 3(c)(7) of the Offered Notes specifying that it has complied with section 5(III)(bInvestment Company Act and Rule 144A as may be customary under Bloomberg procedures at any given time); and
(ii) cooperate with reasonable requests from the Issuer Trustee for information for the purposes of assisting the Issuer Trustee to demonstrate that the public offer test under section 128F of the Australian Tax Act has been satisfied in respect of the Offered Notes, provided that no Underwriter shall be obliged to disclose:.
Appears in 1 contract
Samples: Note Purchase Agreement (HPS Corporate Lending Fund)
Selling Restrictions. (a) No prospectus in relation to the Offered Notes has been lodged with, or registered by, the Australian Securities and Investments Commission or the Australian Stock Exchange Limited. Accordingly, each of the Underwriters, severally and not jointly, Underwriter represents and agrees that it has not offered and will not offer for issue and has not invited and will not invite applications for the issue of the Offered Notes or offer the Offered Notes for sale or invite offers to purchase the Offered Notes to a person, where the offer or invitation is received by that person in Australia.
(b) Each Underwriter, severally and not jointly, The Underwriter agrees with the Issuer Trustee that, within 30 days of the date of this Agreement, it will have offered the Offered Notes for sale, or invited or induced offers to buy the Offered Notes, in each case by:
(i) making the Prospectus available for inspection on a Bloomberg source or on an alternative electronic source and inviting potential investors to access the Prospectus available on that Bloomberg source or on that alternative electronic source; or
(ii) making hard copies of the Prospectus for the Offered Notes available for collection from that Underwriter in at least its principal office in New York City or London and, in the case of purchasers in the United States, by sending or giving copies of the Prospectus to those purchasers.
(c) Each The Underwriter agrees that it will not sell Offered Notes to, or invite or induce offers for the Offered Notes from:
(i) any offshore associate of the Issuer Trustee or a CBA Party specified in Schedule II I or Schedule IIIII; or
(ii) any other offshore associate from time to time specified in writing to the Underwriter by the Issuer Trustee or a CBA Party.
(d) Each Underwriter, severally and not jointly, The Underwriter agrees to:
(i) provide written advice to the Issuer Trustee and the Manager within 40 days of the issue of the Offered Notes specifying that it has complied with section 5(III)(b); and
(ii) cooperate with reasonable requests from the Issuer Trustee for information for the purposes of assisting the Issuer Trustee to demonstrate that the public offer test under section 128F of the Australian Tax Act has been satisfied in respect of the Offered Notes, provided that no Underwriter shall be obliged to disclose:
Appears in 1 contract
Samples: Purchase Agreement (Securitisation Advisory Services Pty LTD)
Selling Restrictions. (a) No prospectus in relation The Initial Purchaser agrees to the Offered Notes has been lodged withfollowing:
(i) to deliver the Final Offering Circular to each investor in the Subject Notes;
(ii) not to solicit offers for, or registered byoffer or sell, the Australian Subject Notes by any form of general solicitation or general advertising (as those terms are used in Rule 502(c) under the Securities Act);
(iii) to solicit offers for the Subject Notes only from, and Investments Commission to offer the Subject Notes only to, investors that the Initial Purchaser reasonably believes are (I) solely in the case of Secured Notes, non-U.S. persons outside the United States in reliance on Regulation S that are Qualified Purchasers or entities owned exclusively by Qualified Purchasers and (II) for the account or benefit of, persons that are both (A) (i) Qualified Institutional Buyers, (ii) solely in the case of Secured Notes issued as Certificated Secured Notes, Institutional Accredited Investors or (iii) solely in the case of Subordinated Notes, Accredited Investors that are also (B) (i) Qualified Purchasers, (ii) solely in the case of the Subordinated Notes, Knowledgeable Employees with respect to the Issuer or the Australian Stock Exchange Limited. Accordingly, each Collateral Manager or (iii) entities owned exclusively by Qualified Purchasers or (solely in the case of the Underwriters, severally Subordinated Notes) by Knowledgeable Employees with respect to the Issuer or the Collateral Manager; and
(iv) to offer and not jointly, represents sell the Subject Notes in accordance with the procedures set forth under the heading “Plan of Distribution” in the Final Offering Circular and agrees subject to the restrictions set forth under the heading “Transfer Restrictions” in the Final Offering Circular. The Issuer confirms that it has not offered and will not offer for issue and has not invited and will not invite applications for authorized the issue of the Offered Notes or Initial Purchaser to offer the Offered Subject Notes for sale or invite offers prior to purchase the Offered Notes date hereof in a manner consistent with the foregoing and to a person, where use the offer or invitation is received by that person Offering Documents in Australiaconnection therewith.
(b) Each Underwriter, severally The Initial Purchaser represents and not jointly, agrees with the Issuer Trustee warrants that, within 30 days on and as of the date of this AgreementClosing Date, it will have offered the Offered Notes for sale, or invited or induced offers to buy the Offered Notes, in each case by:
(i) making the Prospectus available for inspection on is a Bloomberg source or on an alternative electronic source Qualified Institutional Buyer and inviting potential investors to access the Prospectus available on that Bloomberg source or on that alternative electronic source; or
(ii) making hard copies of the Prospectus for the Offered Notes available for collection from that Underwriter in at least its principal office in New York City or London and, in the case of purchasers in the United States, by sending or giving copies of the Prospectus to those purchasersa Qualified Purchaser.
(c) Each Underwriter The Initial Purchaser represents, warrants, covenants and agrees that it will not sell Offered Notes to, or invite or induce offers for as to the Offered Notes from:
(i) any offshore associate of the Issuer Trustee or a CBA Party specified matters set forth in Schedule II 2 hereto with respect to each jurisdiction in which it has offered or Schedule III; or
(ii) sold or will offer or sell any other offshore associate from time to time specified in writing to the Underwriter by the Issuer Trustee or a CBA PartySubject Notes.
(d) Each UnderwriterThe Initial Purchaser shall request that, severally with respect to the CUSIP number assigned to each Class of Rule 144A Global Notes, the “fixed field” attachment contains “3c7” and not jointly, agrees to:“144A” indicators.
(ie) provide written advice In the event any Rule 144A Global Notes are listed with Bloomberg Financial Markets (“Bloomberg”) the Initial Purchaser agrees and covenants to request that any such listing contain Bloomberg’s customary “Section 3(c)(7)” indicators on the Issuer Trustee and Bloomberg screen clearly showing that such Secured Notes are restricted to Qualified Institutional Buyers that are Qualified Purchasers or entities owned (or beneficially owned) exclusively by Qualified Purchasers, including the Manager within 40 days indicators described in Section 10.12(c) of the issue Indenture (or such other indicators regarding restrictions on the Secured Notes under Section 3(c)(7) of the Offered Notes specifying that it has complied with section 5(III)(bInvestment Company Act and Rule 144A as may be customary under Bloomberg procedures at any given time); and
(ii) cooperate with reasonable requests from the Issuer Trustee for information for the purposes of assisting the Issuer Trustee to demonstrate that the public offer test under section 128F of the Australian Tax Act has been satisfied in respect of the Offered Notes, provided that no Underwriter shall be obliged to disclose:.
Appears in 1 contract
Samples: Note Purchase Agreement (Golub Capital Private Credit Fund)
Selling Restrictions. (a) No prospectus in relation to the Offered Class [ ] Notes has been lodged with, or registered by, the Australian Securities and Investments Commission or the Australian Stock Exchange Limited. Accordingly, each of the Underwriters, severally and not jointly, represents and agrees that it has not offered and will not offer for issue and has not invited and will not invite applications for the issue of the Offered Class [ ] Notes or offer the Offered Class [ ] Notes for sale or invite offers to purchase the Offered Class [ ] Notes to a person, where the offer or invitation is received by that person in Australia.
(b) Each Underwriter, severally and not jointly, agrees with the Issuer Trustee that, within 30 days of the date of this Agreement, it will have offered the Offered Class [ ] Notes for sale, or invited or induced offers to buy the Offered Class [ ] Notes, in each case by:
(i) making each preliminary prospectus or the Prospectus available for inspection on a Bloomberg source or on an alternative electronic source and inviting potential investors to access the preliminary prospectus or the Prospectus available on that Bloomberg source or on that alternative electronic source; or
(ii) making hard copies of each preliminary prospectus or the Prospectus for the Offered Class [ ] Notes available for collection from that Underwriter in at least its principal office in New York City or London and, in the case of purchasers in the United States, by sending or giving copies of that preliminary prospectus or the Prospectus to those purchasers.
(c) Each Underwriter agrees that it will not sell Offered Class [ ] Notes to, or invite or induce offers for the Offered Class [ ] Notes from:
(i) any offshore associate of the Issuer Trustee or a CBA Party specified in Schedule II or Schedule III; or
(ii) any other offshore associate from time to time specified in writing to the Underwriter by the Issuer Trustee or a CBA Party.
(d) Each Underwriter, severally and not jointly, agrees to:
(i) provide written advice to the Issuer Trustee and the Manager within 40 days of the issue of the Offered Class [ ] Notes specifying that it has complied with section 5(III)(b); and
(ii) cooperate with reasonable requests from the Issuer Trustee for information for the purposes of assisting the Issuer Trustee to demonstrate that the public offer test under section 128F of the Australian Tax Act has been satisfied in respect of the Offered Class [ ] Notes, provided that no Underwriter shall be obliged to disclose:
Appears in 1 contract
Samples: Underwriting Agreement (Securitisation Advisory Services Pty LTD)
Selling Restrictions. (a) No prospectus in relation to the Offered Offshore Notes has been lodged with, or registered by, the Australian Securities and Investments Commission or the Australian Stock Exchange Limited. Accordingly, each of the Underwriters, severally and not jointly, represents and agrees that it has not offered and will not offer for issue and has not invited and will not invite applications for the issue of the Offered Offshore Notes or offer the Offered Offshore Notes for sale or invite offers to purchase the Offered Offshore Notes to a person, where the offer or invitation is received by that person in Australia.
(b) Each Underwriter, severally and not jointly, agrees with the Issuer Trustee that, within 30 days of the date of this Agreement, it will have offered the Offered Offshore Notes for sale, or invited or induced offers to buy the Offered Offshore Notes, in each case by:
(i) making the Prospectus available for inspection on a Bloomberg source or on an alternative electronic source and inviting potential investors to access the Prospectus available on that Bloomberg source or on that alternative electronic source; or
(ii) making hard copies of the Prospectus for the Offered Offshore Notes available for collection from that Underwriter in at least its principal office in New York City or London and, in the case of purchasers in the United States, by sending or giving copies of the Prospectus to those purchasers.
(c) Each Underwriter agrees that it will not sell Offered Offshore Notes to, or invite or induce offers for the Offered Offshore Notes from:
(i) any offshore associate of the Issuer Trustee or a CBA Party specified in Schedule II or Schedule III; or
(ii) any other offshore associate from time to time specified in writing to the Underwriter by the Issuer Trustee or a CBA Party.
(d) Each Underwriter, severally and not jointly, agrees to:
(i) provide written advice to the Issuer Trustee and the Manager within 40 days of the issue of the Offered Offshore Notes specifying that it has complied with section 5(III)(b); and
(ii) cooperate with reasonable requests from the Issuer Trustee for information for the purposes of assisting the Issuer Trustee to demonstrate that the public offer test under section 128F of the Australian Tax Act has been satisfied in respect of the Offered Offshore Notes, provided that no Underwriter shall be obliged to disclose:
(x) the identity of the purchaser of any Offshore Note or any information from which such identity might be capable of being ascertained; or
(y) any information the disclosure of which would be contrary to or prohibited by any relevant law, regulation or directive.
(e) Each Underwriter (severally and not jointly) agrees that:
(i) it has not offered or sold and, prior to the expiry of a period of six months from the Closing Date, will not offer or sell any Offshore Notes to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended;
(ii) has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the "FSMA")) received by it in connection with the issue or sale of any Offshore Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Trust;
(iii) has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Offshore Notes in, from or otherwise involving the United Kingdom; and
(iv) that the sale of the Offshore Notes, by each Underwriter, does not, and will not, form part of any public offer of such Offshore Notes in Spain, and each sale of Offshore Notes will be an individual transaction and has been or will be negotiated and/or agreed with the relevant Underwriters in respect of the Offshore Notes. Each Underwriter (severally and not jointly) agrees that it has not provided any investor in respect of the Offshore Notes any advertising or marketing material from the relevant Underwriter regarding the Offshore Notes other than the Prospectus. Each Underwriter (severally and not jointly) agrees that it will not directly or indirectly sell, transfer or deliver the Offshore Notes in any manner, at any time to anyone in Spain who is not an institutional investor (defined under Spanish law as pension funds, collective investment schemes, insurance companies, banks, saving banks and securities companies).
Appears in 1 contract
Samples: Underwriting Agreement (Securitisation Adv Serv Medallion Trust Series 2004-1g)
Selling Restrictions. (a) No prospectus in relation to the Offered Class A-1 Notes has been lodged with, or registered by, the Australian Securities and Investments Commission or the Australian Stock Exchange Limited. Accordingly, each of the Underwriters, severally and not jointly, represents and agrees that it has not offered and will not offer for issue and has not invited and will not invite applications for the issue of the Offered Class A-1 Notes or offer the Offered Class A-1 Notes for sale or invite offers to purchase the Offered Class A-1 Notes to a person, where the offer or invitation is received by that person in Australia.
(b) Each Underwriter, severally and not jointly, agrees with the Issuer Trustee that, within 30 days of the date of this Agreement, it will have offered the Offered Class A-1 Notes for sale, or invited or induced offers to buy the Offered Class A-1 Notes, in each case by:
(i) making each preliminary prospectus or the Prospectus available for inspection on a Bloomberg source or on an alternative electronic source and inviting potential investors to access the preliminary prospectus or the Prospectus available on that Bloomberg source or on that alternative electronic source; or
(ii) making hard copies of each preliminary prospectus or the Prospectus for the Offered Class A-1 Notes available for collection from that Underwriter in at least its principal office in New York City or London and, in the case of purchasers in the United States, by sending or giving copies of that preliminary prospectus or the Prospectus to those purchasers.
(c) Each Underwriter agrees that it will not sell Offered Class A-1 Notes to, or invite or induce offers for the Offered Class A-1 Notes from:
(i) any offshore associate of the Issuer Trustee or a CBA Party specified in Schedule II or Schedule III; or
(ii) any other offshore associate from time to time specified in writing to the Underwriter by the Issuer Trustee or a CBA Party.
(d) Each Underwriter, severally and not jointly, agrees to:
(i) provide written advice to the Issuer Trustee and the Manager within 40 days of the issue of the Offered Class A-1 Notes specifying that it has complied with section 5(III)(b); and
(ii) cooperate with reasonable requests from the Issuer Trustee for information for the purposes of assisting the Issuer Trustee to demonstrate that the public offer test under section 128F of the Australian Tax Act has been satisfied in respect of the Offered Class A-1 Notes, provided that no Underwriter shall be obliged to disclose:
Appears in 1 contract
Samples: Underwriting Agreement (Securitisation Advisory Services Pty LTD)
Selling Restrictions. (a) No offering circular, prospectus or other disclosure document in relation to the Offered Notes any Class A Bonds has been lodged with, or registered by, with the Australian Securities and Investments Commission or the Australian Stock Exchange Limited. AccordinglyThe Class A Bonds may not, each in connection with their initial distribution, be offered or sold, directly or indirectly, in the Commonwealth of the UnderwritersAustralia, its territories or possessions, or to any resident of Australia. Each Underwriter severally and (but not jointly, ) represents and agrees that it:
(1) has not, directly or indirectly, offered for issue or sale or invited applications for the issue of or for offers to purchase nor has it has not offered and sold the Class A Bonds;
(2) will not not, directly or indirectly, offer for issue and has not invited and will not or sale or invite applications for the issue of the Offered Notes or offer the Offered Notes for sale or invite offers to purchase nor will it sell the Offered Notes to Class A Bonds; and
(3) has not distributed and will not distribute any draft, preliminary or definitive offering circular, or any advertisement or other offering material, in the Commonwealth of Australia, its territories or possessions unless:
(1) the amount payable for the Class A Bonds on acceptance of the offer by each offeree or invitee is a personminimum amount of A$500,000 (or its equivalent in another currency) (disregarding amounts, where if any, lent by the Issuer Trustee or any other person offering the Class A Bonds or any associate of them) or the offer or invitation is received otherwise an offer or invitation for which no disclosure is required to be made under Part 6D.2 of the Corporations Xxx 0000 of Australia;
(2) the offer, invitation or distribution complies with all applicable laws, regulations and directives in relation to the offer, invitation or distribution and does not require any document to be lodged with the Australian Securities and Investments Commission; and
(3) the Class A Bonds will not be acquired by that person an Offshore Associate of the Issuer Trustee other than in Australiathe capacity of a dealer, manager or underwriter in relation to a placement of the Class A Bonds or in the capacity of a clearing house, custodian, funds manager or responsible entity of a registered scheme.
(b) Each Underwriter, Underwriter severally and (but not jointly) agrees that, agrees in connection with the primary distribution of the Class A Bonds, it will not sell any Class A bonds to any person if, at the time of such sale, the Underwriter knows, or has reasonable grounds to suspect that, as a result of such sale, such Class A Bonds or any interest in such Class A Bonds will be, or will later be acquired, directly or indirectly, by an Offshore Associate of the Issuer Trustee thatother than in the capacity of a dealer, within 30 days manager or underwriter in relation to the placement of the date Class A Bonds or in the capacity of a clearing house, custodian, funds manager or responsible entity of a registered scheme. In this AgreementSection 10, it will have offered an "Offshore Associate of the Offered Notes for sale, or invited or induced offers to buy Issuer Trustee" means an associate—within the Offered Notes, meaning of section 128F of the Income Tax Assessment Xxx 0000 (Commonwealth of Australia)—of the Issuer Trustee that is either a non-resident of Australia that does not acquire the Bonds in each case by:
(i) making the Prospectus available for inspection carrying on a Bloomberg source business at or through a permanent establishment in Australia or, alternatively, a resident of Australia that acquires the Bonds in carrying on an alternative electronic source and inviting potential investors to access the Prospectus available on that Bloomberg source a business at or on that alternative electronic source; or
(ii) making hard copies of the Prospectus for the Offered Notes available for collection from that Underwriter in at least its principal office in New York City or London and, in the case of purchasers in the United States, by sending or giving copies of the Prospectus to those purchasersthrough a permanent establishment outside Australia.
(c) Each Underwriter agrees that it will not sell Offered Notes to, or invite or induce offers must offer the Class A Bonds for the Offered Notes from:
(i) any offshore associate of the Issuer Trustee or a CBA Party specified in Schedule II or Schedule III; or
(ii) any other offshore associate from time to time specified in writing to the Underwriter by the Issuer Trustee or a CBA Party.
(d) Each Underwriter, severally and not jointly, agrees to:
(i) provide written advice to the Issuer Trustee and the Manager which it subscribes for sale within 40 30 days of the issue of those Class A Bonds. Such offer must only be by one of the Offered Notes specifying that it has complied with section 5(III)(b); andfollowing means, or a combination thereof:
(ii1) cooperate as a result of negotiations being initiated by the Underwriter publicly in electronic form on Reuters or the electronic information system made available to its subscribers by Bloomberg, L.P., specifying in such offer the name of the issuer and the price at which the Class A Bonds are offered for sale; or
(2) by the Underwriter offering those Class A Bonds for sale:
(A) to at least 10 persons, each of whom must be carrying on a business of providing finance or investing or dealing in securities in the course of operating in the financial markets and not known or suspected by the Underwriter to be an associate (within the meaning of that term in section 128F of the Income Tax Assessment Xxx 0000 (Commonwealth of Australia)) of any of the others;
(B) as a result of being accepted for listing on a stock exchange where the Issuer Trustee has previously entered into an agreement with the Underwriter in relation to the placement of the Class A Bonds requiring the Issuer Trustee to seek such listing; or
(C) to at least 100 persons who it would be reasonable to regard as either having acquired instruments similar to the Class A Bonds in the past or as likely to be interested in acquiring Class A Bonds. Each Underwriter will provide the Issuer Trustee (within five Business Days of the offer of such Class A Bonds by it) a written statement which sets out the details of the relevant offer. Each Underwriter (severally, not jointly) agrees to co-operate with reasonable requests from the Issuer Trustee for information for the purposes of assisting the Issuer Trustee to demonstrate that the public offer test under section 128F of the Australian Tax Act has been satisfied in respect of the Offered Notessatisfied, provided that no Underwriter shall be obliged to disclosedisclose the identity of the purchaser of any Class A Bond or any information from which such identity might/would be capable of being ascertained, or any information the disclosure of which would be contrary to or prohibited by any relevant law, regulation or directive.
(d) Each Underwriter (severally and not jointly) acknowledges that no representation is made by the Issuer Trustee or any AMS Party that any action has been or will be taken in any jurisdiction outside the United States by the Issuer Trustee or any Underwriter that would permit a public offering of the Class A Bonds, or possession or distribution of the Prospectus or any other offering material, in any country or jurisdiction where action for that purpose is required. Each Underwriter (severally and not jointly) will comply with all applicable securities laws and regulations in each jurisdiction in which it purchases, offers, sells or delivers Class A Bonds or has in its possession or distributes the Prospectus or any other offering material, in all cases at its own expense.
(e) Each Underwriter (severally and not jointly) agrees that:
(i) it has only offered or sold and will only offer or sell any Class A Bonds in or from the United Kingdom: (a) to persons (i) whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses; or (ii) to persons who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses, except in circumstances that do not constitute an offer to the public under the Public Offers of Securities Regulations 1995 (as amended);
(ii) it has complied and will comply with all applicable provisions of the Financial Services and Markets Xxx 0000 ("FSMA") with respect to anything done by it in relation to the Class A Bonds in, from or otherwise involving the United Kingdom; and
(iii) in connection with the Class A Bonds, it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any Class A Bonds in circumstances in which Section 21(1) of FSMA does not apply to the Issuer Trustee.
Appears in 1 contract
Samples: Underwriting Agreement (Australian Securitisation Management Pty LTD)
Selling Restrictions. (a) No prospectus in relation to the Offered Notes has been lodged with, or registered by, the Australian Securities and Investments Commission or the Australian Stock Exchange Limited. Accordingly, each of the UnderwritersEach Underwriter, severally and not jointly, represents and agrees that (i) it will only offer or sell the Dated Subordinated Debt Securities in compliance with the laws and regulations in any jurisdiction applicable to such offer or sale and (ii) it has not offered taken and will not offer for issue and has not invited and will not invite applications for take any action in any jurisdiction, other than the issue United States, that would permit a public offering of the Offered Notes Dated Subordinated Debt Securities, or offer possession or distribution of any Prospectus or any amendment or supplement thereto or any offering or publicity material relating to the Offered Notes Dated Subordinated Debt Securities, in any country or jurisdiction where action for sale or invite offers to purchase the Offered Notes to a person, where the offer or invitation that purpose is received by that person in Australiarequired.
(b) In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter, severally and not jointly, represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of Dated Subordinated Debt Securities to the public in that Relevant Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer of Dated Subordinated Debt Securities to the public in that Relevant Member State:
(i) at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(ii) at any time to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the Underwriter nominated by the Issuer for any such offer;
(iii) at any time if the denomination per security being offered amounts to at least €100,000 (or equivalent); or
(iv) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Dated Subordinated Debt Securities referred to in (i) to (iv) above shall require the Issuer or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive, or to supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of Dated Subordinated Debt Securities to the public” in relation to any of the Dated Subordinated Debt Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Dated Subordinated Debt Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Dated Subordinated Debt Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” shall mean Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in the Relevant Member State and the “2010 PD Amending Directive” shall mean Directive 2010/73/EU.
(c) Each Underwriter, severally and not jointly, represents and agrees with the Issuer Trustee that, within 30 days of the date of this Agreement, it will have offered the Offered Notes for sale, or invited or induced offers to buy the Offered Notes, in each case by:
that (i) making it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the Prospectus available for inspection on a Bloomberg source meaning of Section 21 of the Financial Services and Markets Xxx 0000 (“FSMA”)) received by it in connection with the issue or on sale of any Securities in circumstances in which Section 21(1) of FSMA would not apply to the Issuer if the Issuer were not an alternative electronic source authorized person; and inviting potential investors to access the Prospectus available on that Bloomberg source or on that alternative electronic source; or
(ii) making hard copies of the Prospectus for the Offered Notes available for collection from that Underwriter in at least its principal office in New York City or London and, in the case of purchasers in the United States, by sending or giving copies of the Prospectus to those purchasers.
(c) Each Underwriter agrees that it will not sell Offered Notes to, or invite or induce offers for the Offered Notes from:
(i) any offshore associate of the Issuer Trustee or a CBA Party specified in Schedule II or Schedule III; or
(ii) any other offshore associate from time to time specified in writing to the Underwriter by the Issuer Trustee or a CBA Party.
(d) Each Underwriter, severally and not jointly, agrees to:
(i) provide written advice to the Issuer Trustee and the Manager within 40 days of the issue of the Offered Notes specifying that it has complied and will comply with section 5(III)(b); and
(ii) cooperate all applicable provisions of FSMA with reasonable requests respect to anything done by it in relation to any Securities in, from or otherwise involving the Issuer Trustee for information for the purposes of assisting the Issuer Trustee to demonstrate that the public offer test under section 128F of the Australian Tax Act has been satisfied in respect of the Offered NotesUnited Kingdom. Very truly yours, provided that no Underwriter shall be obliged to discloseSANTANDER UK GROUP HOLDINGS PLC By: Name: Title:
Appears in 1 contract
Samples: Underwriting Agreement (Santander Uk Group Holdings PLC)
Selling Restrictions. (a) Each Underwriter, severally and not jointly, agrees with the Issuer Trustee that, within 30 days of the date of this Agreement, it will have offered the Notes for sale, or invited or induced offers to buy the Notes by making hard copies of the Prospectus for the Notes available for collection from that Underwriter in at least its principal office in New York City or London and, in the case of purchasers in the United States, by sending or giving copies of the Prospectus to those purchasers.
(b) Each Underwriter agrees that it will not sell Notes to, or invite or induce offers for the Notes from:
(i) any associate of the Issuer Trustee or a National Party specified in Schedule 2 or Schedule 3; or
(ii) any other associate from time to time specified in writing to the Underwriter by the Issuer Trustee or a National Party.
(c) Each Underwriter, severally and not jointly, agrees to:
(i) provide written advice to the Issuer Trustee and the Global Trust Manager within 40 days of the issue of the Notes specifying that it has complied with section 5(V)(a); and
(ii) cooperate with reasonable requests from the Issuer Trustee for information for the purposes of assisting the Issuer Trustee to demonstrate that the public offer test under section 128F of the Australian Tax Act has been satisfied in respect of the Notes, provided that no Underwriter shall be obligated to disclose:
(x) the identity of the purchaser of any Note or any information from which such identity might be capable of being ascertained; or
(y) any information the disclosure of which would be contrary to or prohibited by any relevant law, regulation or directive.
(d) No prospectus in relation to the Offered Notes has been lodged with, or registered by, the Australian Securities and Investments Commission or the Australian Stock Exchange Limited. Accordingly, each of the Underwriters, severally and not jointly, represents and agrees that it has not offered and will not offer for issue and has not invited and will not invite applications for the issue of the Offered Notes or offer the Offered Notes for sale or invite offers to purchase the Offered Notes to a person, where the offer or invitation is received by that person in Australia.
(b) Each Underwriter, severally and not jointly, agrees with the Issuer Trustee that, within 30 days of the date of this Agreement, it will have offered the Offered Notes for sale, or invited or induced offers to buy the Offered Notes, in each case by:
(i) making the Prospectus available for inspection on a Bloomberg source or on an alternative electronic source and inviting potential investors to access the Prospectus available on that Bloomberg source or on that alternative electronic source; or
(ii) making hard copies of the Prospectus for the Offered Notes available for collection from that Underwriter in at least its principal office in New York City or London and, in the case of purchasers in the United States, by sending or giving copies of the Prospectus to those purchasers.
(c) Each Underwriter agrees that it will not sell Offered Notes to, or invite or induce offers for the Offered Notes from:
(i) any offshore associate of the Issuer Trustee or a CBA Party specified in Schedule II or Schedule III; or
(ii) any other offshore associate from time to time specified in writing to the Underwriter by the Issuer Trustee or a CBA Party.
(d) Each Underwriter, severally and not jointly, agrees to:
(i) provide written advice to the Issuer Trustee and the Manager within 40 days of the issue of the Offered Notes specifying that it has complied with section 5(III)(b); and
(ii) cooperate with reasonable requests from the Issuer Trustee for information for the purposes of assisting the Issuer Trustee to demonstrate that the public offer test under section 128F of the Australian Tax Act has been satisfied in respect of the Offered Notes, provided that no Underwriter shall be obliged to disclose:
Appears in 1 contract
Samples: Underwriting Agreement (National Global MBS Manager Inc)
Selling Restrictions. (a) No prospectus in relation to the Offered Class A-1 Notes has been lodged with, or registered by, the Australian Securities and Investments Commission or the Australian Stock Exchange Limited. Accordingly, each of the Underwriters, severally and not jointly, represents and agrees that it that, in connection with the initial distribution of the Class A-1 Notes, it:
(i) has not (directly or indirectly) offered for subscription or purchase or issued invitations to subscribe for or buy nor has it sold the Class A-1 Notes;
(ii) will not (directly or indirectly) offer for subscription or purchase or issue invitations to subscribe for or buy nor will it sell the Class A-1 Notes; and
(iii) has not distributed and will not offer for issue and has not invited and will not invite applications for distribute any draft, preliminary or definitive Prospectus, offering memorandum, advertisement or other offering material relating to the issue Class A-1 Notes, in the Commonwealth of the Offered Notes Australia, its territories or offer the Offered Notes for sale or invite offers to purchase the Offered Notes to a person, where the offer or invitation is received by that person in Australiapossessions.
(b) Each Underwriter, severally and not jointly, agrees with the Issuer Trustee that, within 30 days of the date of this Agreement, it will have offered the Offered Class A-1 Notes for sale, or invited or induced offers to buy the Offered Notes, in each case Class A-1 Notes by:
(i) making each preliminary prospectus or the Prospectus available for inspection on a Bloomberg source or on an alternative electronic source and inviting potential investors to access the preliminary prospectus or the Prospectus available on that Bloomberg source or on that alternative electronic source; or
(ii) making hard copies of each preliminary prospectus or the Prospectus for the Offered Class A-1 Notes available for collection from that Underwriter in at least its principal office in New York City or London and, in the case of purchasers in the United States, by sending or giving copies of that preliminary prospectus or the Prospectus to those purchasers.
(c) Each Underwriter agrees that it will not sell Offered Class A-1 Notes to, or invite or induce offers for the Offered Class A-1 Notes from:
(i) any offshore associate of the Issuer Trustee or a CBA Party specified in Schedule II or Schedule III; or
(ii) any other offshore associate from time to time specified in writing to the Underwriter by the Issuer Trustee or a CBA Party.
(d) Each Underwriter, severally and not jointly, agrees to:
(i) provide written advice to the Issuer Trustee and the Manager within 40 days of the issue of the Offered Class A-1 Notes specifying that it has complied with section 5(III)(b); and
(ii) cooperate with reasonable requests from the Issuer Trustee for information for the purposes of assisting the Issuer Trustee to demonstrate that the public offer test under section 128F of the Australian Tax Act has been satisfied in respect of the Offered Class A-1 Notes, provided that no Underwriter shall be obliged to disclose:
Appears in 1 contract
Samples: Underwriting Agreement (Securitisation Advisory Services Pty LTD)
Selling Restrictions. (a) No offering circular, prospectus or other disclosure document in relation to the Offered any Class A-1 Notes has been lodged with, or registered by, with the Australian Securities and Investments Commission or the Australian Stock Exchange Limited. Accordingly, each of the Underwriters, Each Underwriter severally and (but not jointly, ) represents and agrees that in connection with the distribution of the Class A-1 Notes:
(1) it has not not, directly or indirectly, offered and will not offer for issue and has not or sale or invited and will not invite applications for the issue of the Offered Notes or offer the Offered Notes for sale or invite offers to purchase nor has it sold, the Offered Class A-1 Notes;
(2) it will not, directly or indirectly, offer for issue or sale or invited applications for the issue of or for offers to purchase nor will it sell the Class A-1 Notes; and
(3) it has not distributed and will not distribute any draft, preliminary or definitive offering circular, or any advertisement or other offering material, in the Commonwealth of Australia, its territories or possessions ("AUSTRALIA") unless:
(I) the amount payable for the Class A-1 Notes to on acceptance of the offer by each offeree or invitee is a personminimum amount of A$500,000 (or its equivalent in another currency) (disregarding amounts, where if any, lent by Crusade Management Pty Limited or other person offering the Class A-1 Notes or any associate of them, which will also include for this purpose the Issuer Trustee) or the offer or invitation is received by that person otherwise an offer or invitation for which no disclosure is required to be made under Part 6D.2 of the Corporations Act 2001 (Cth) (the "CORPORATIONS ACT") as then in Australiaeffect and the Corporations Regulations made under the Corporations Act as then in effect; and
(II) the offer, invitation or distribution complies with all applicable laws, regulations and directives in relation to the offer, invitation or distribution and does not require any document to be lodged with the Australian Securities and Investments Commission or the Australian Stock Exchange Limited.
(b) Each Underwriter, Underwriter severally and (but not jointly) agrees that, agrees in connection with the Issuer Trustee that, within 30 days primary distribution of the date of this Agreement, it will have offered the Offered Notes for sale, or invited or induced offers to buy the Offered Class A-1 Notes, in each case by:
(i) making the Prospectus available for inspection on a Bloomberg source or on an alternative electronic source and inviting potential investors to access the Prospectus available on that Bloomberg source or on that alternative electronic source; or
(ii) making hard copies of the Prospectus for the Offered Notes available for collection from that Underwriter in at least its principal office in New York City or London and, in the case of purchasers in the United States, by sending or giving copies of the Prospectus to those purchasers.
(c) Each Underwriter agrees that it will not sell Offered any Class A-1 Notes toto any person if, at the time of such sale, the employees of the Underwriter aware of, or invite involved in, the sale actually knows (but without an obligation on such Underwriter to make any inquiry) or induce offers for the Offered has reasonable grounds to suspect, that as a result of such sale, such Class A-1 Notes from:
or any interest in such Class A-1 Notes were being, or would later be acquired (idirectly or indirectly) any offshore associate by an Offshore Associate of the Issuer Trustee (other than in the capacity of a dealer, manager or underwriter in relation to a CBA Party specified in Schedule II or Schedule III; or
(ii) any other offshore associate from time to time specified in writing to the Underwriter by the Issuer Trustee or a CBA Party.
(d) Each Underwriter, severally and not jointly, agrees to:
(i) provide written advice to the Issuer Trustee and the Manager within 40 days placement of the issue Class A-1 Notes or in the capacity of the Offered Notes specifying that it has complied with section 5(III)(ba clearing house, custodian, funds manager or responsible entity of an Australian scheme); and
(ii) cooperate with reasonable requests from the Issuer Trustee for information for the purposes of assisting the Issuer Trustee to demonstrate that the public offer test under section 128F of the Australian Tax Act has been satisfied in respect of the Offered Notes, provided that no Underwriter shall be obliged to disclose:.
Appears in 1 contract
Selling Restrictions. (a) No prospectus in relation to the Offered Notes has been lodged with, or registered by, the Australian Securities and Investments Commission or the Australian Stock Exchange Limited. Accordingly, each of the Underwriters, severally and not jointly, represents and agrees that it has not offered and will not offer for issue and has not invited and will not invite applications for the issue of the Offered Notes or offer the Offered Notes for sale or invite offers to purchase the Offered Notes to a person, where the offer or invitation is received by that person in Australia.
(b) Each Underwriter, severally and not jointly, agrees with the Issuer Trustee that, within 30 days of the date of this Agreement, it will have offered the Offered Notes for sale, or invited or induced offers to buy the Offered Notes, in each case by:
(i) making the Prospectus available for inspection on a Bloomberg source or on an alternative electronic source and inviting potential investors to access the Prospectus available on that Bloomberg source or on that alternative electronic source; or
(ii) Notes by making hard copies of the Prospectus for the Offered Notes available for collection from that Underwriter in at least its principal office in New York City or London and, in the case of purchasers in the United States, by sending or giving copies of the Prospectus to those purchaserspurchasers and that such offer will be in compliance with the provisions of 5.V(f).
(cb) Each Underwriter agrees that it will not sell Offered Notes in the initial distribution thereof to, or invite or induce offers for the Offered Notes from:
(i) any offshore associate of the Issuer Trustee or a CBA National Party specified in Schedule II 2 or Schedule III3; or
(ii) any other offshore associate from time to time specified in writing to the Underwriter by the Issuer Trustee or a CBA National Party; provided, however, that the sale of Notes by an Underwriter to an associate of the Issuer Trustee or a National Party prior to receipt of written notification from the Issuer Trustee or a National Party that such person constitutes an associate of the Issuer Trustee or a National Party shall not be deemed a violation of this section 5.V(b) unless at the time of the sale, any officer, employee or agent of the Underwriter directly involved in the sale knew or had reasonable grounds to suspect that, as a result of such sale, the Notes or an interest in the Notes was being, or would later be acquired (directly or indirectly), by an associate of the Issuer Trustee or a National Party (other than a person in the capacity referred to in section 128F(5)(c) of the Australian Tax Act). For the avoidance of doubt, if any officer, employee or agent of the Underwriter making the offer, effecting the sale or otherwise directly involved in the sale of the Notes does not know, or does not have reasonable grounds to suspect, that a person is an associate of the Issuer Trustee or a National Party, then nothing in this section 5.V(b) obliges that Underwriter to make positive enquiries of that person to confirm that person is not such an associate of the Issuer Trustee or a National Party.
(dc) Each Underwriter, severally and not jointly, agrees to:
(i) provide written advice to the Issuer Trustee and the Manager within 40 days of the issue of the Offered Notes specifying that it has complied with section 5(III)(b); and
(ii) : cooperate with reasonable requests from the Issuer Trustee or the Global Trust Manager for information for the purposes of assisting the Issuer Trustee to demonstrate that the public offer test under section 128F of the Australian Tax Act has been satisfied in respect of the Offered NotesNotes by providing such information so far as it is reasonably able to do so and as is reasonably requested within 14 days of a receipt of such request, provided that no Underwriter shall be obliged obligated to disclose:
(x) the identity of the purchaser of any Note or any information from which such identity might be capable of being ascertained; or
(y) any information the disclosure of which would be contrary to or prohibited by any relevant law, regulation or directive or any confidentiality agreement binding on the Underwriter.
Appears in 1 contract
Samples: Underwriting Agreement (National RMBS Trust 2004-1)
Selling Restrictions. (a) No prospectus in relation to the Offered Class A Notes has been lodged with, or registered by, the Australian Securities and Investments Commission or the Australian Stock Exchange Limited. Accordingly, each of the Underwriters, severally and not jointly, represents and agrees that it has not offered and will not offer offer, for issue issue, and has not invited and will not invite applications for the issue of the Offered Class A Notes or offer the Offered Class A Notes for sale or invite offers to purchase the Offered Class A Notes to to, a person, where unless the minimum amount payable to the relevant Underwriter for the Class A Notes, after disregarding any amount paid or payable or lent by the relevant Underwriter or any associate (as determined under sections 10 to 17 of the Australian Corporations Act 2001) of that Underwriter, on acceptance of the offer or invitation is received by that person is at least A$500,000 (or the equivalent thereof in Australiaany other currency).
(b) Each Underwriter, severally and not jointly, agrees with the Issuer Trustee that, within 30 days of the date of this Agreement, it will have offered offer the Offered Class A Notes for sale, or invited invite or induced induce offers to buy the Offered Class A Notes, in each case by:
(i) making the Prospectus available for inspection on a Bloomberg source or on an alternative electronic source and inviting potential investors to access the Prospectus available on that Bloomberg source or on that alternative electronic source; or
(ii) making hard copies of the Prospectus for the Offered Class A Notes available for collection from that the Underwriter in at least its principal office in New York City or London and, in the case of purchasers in the United States, by sending or giving copies of the Prospectus to those purchasers.
(c) Each Underwriter agrees that it will not sell Offered Class A Notes to, or invite or induce offers for the Offered Class A Notes from:
(i) any offshore associate of the Issuer Trustee or a CBA Macquarie Party specified in Schedule II or Schedule III; or
(ii) any other offshore associate from time to time specified in writing to the Underwriter by the Issuer Trustee or a CBA Macquarie Party.
(d) Each Underwriter, severally and not jointly, agrees to:
(i) provide written advice to the Issuer Trustee and the Manager within 40 days of the issue of the Offered Class A Notes specifying that it has complied with section 5(III)(b16(b); and
and (ii) cooperate with reasonable requests from the Issuer Trustee for information for the purposes of assisting the Issuer Trustee to demonstrate that the public offer test under section 128F of the Australian Tax Act has been satisfied in respect of the Offered Class A Notes, ; provided that no Underwriter shall be obliged to disclosedisclose any information the disclosure of which would be contrary to or prohibited by any relevant law, regulation or directive.
(e) Each Underwriter (severally and not jointly) agrees that:
(i) it has not offered or sold and, prior to the expiry of the period of six months from the Closing Date, will not offer or sell any Class A Notes to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses, or otherwise in circumstances that have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended;
(ii) it has complied and will comply with all applicable provisions of the Financial Services and Markets Xxx 0000 ("the FSMA") with respect to anything done by it in relation to the Class A Notes in, from or otherwise involving the United Kingdom;
(iii) it is a person of a kind described in Articles 19 or 49 of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2001, as amended (the "Financial Promotion Order"); and
(iv) it has only communicated or caused to be communicated, and will only communicate or cause to be communicated, in the United Kingdom any document received by it in connection with the issue of the Class A Notes to a person who is of a kind described in Articles 19 or 49 of the Financial Promotion Order or who is a person to whom such document may otherwise lawfully be communicated.
(f) Each Underwriter, severally and not jointly, acknowledges that no action has been taken to permit an offering of the Class A Notes in any jurisdiction outside the United States where any action would be required to be taken for that purpose. Each Underwriter will comply with all applicable securities laws and regulations in each jurisdiction in which it purchases, offer, sells or delivers Class A Notes or has in its possession or distributes the Prospectus or any other offering material, in all cases at its own expense.
Appears in 1 contract
Samples: Underwriting Agreement (Macquarie Securitisation LTD)
Selling Restrictions. (a) No prospectus in relation to the Offered Class A Notes has been lodged with, or registered by, the Australian Securities and Investments Commission or the Australian Stock Exchange Limited. Accordingly, each of the Underwriters, severally and not jointly, represents and agrees that it has not offered and will not offer offer, for issue issue, and has not invited and will not invite applications for the issue of the Offered Class A Notes or offer the Offered Class A Notes for sale or invite offers to purchase the Offered Class A Notes to to, a person, where unless the minimum amount payable to the relevant Underwriter for the Class A Notes, after disregarding any amount paid or payable or lent by the relevant Underwriter or any associate (as determined under sections 10 to 17 of the Australian Corporations Act 2001) of that Underwriter, on acceptance of the offer or invitation is received by that person is at least A$500,000 (or the equivalent thereof in Australiaany other currency).
(b) Each Underwriter, severally and not jointly, agrees with the Issuer Trustee that, within 30 days of the date of this Agreement, it will have offered offer the Offered Class A Notes for sale, or invited invite or induced induce offers to buy the Offered Class A Notes, in each case by:
(i) making the Prospectus available for inspection on a Bloomberg source or on an alternative electronic source and inviting potential investors to access the Prospectus available on that Bloomberg source or on that alternative electronic source; or
(ii) making hard copies of the Prospectus for the Offered Class A Notes available for collection from that the Underwriter in at least its principal office in New York City or London and, in the case of purchasers in the United States, by sending or giving copies of the Prospectus to those purchasers.
(c) Each Underwriter agrees that it will not sell Offered Class A Notes to, or invite or induce offers for the Offered Class A Notes from:
(i) any offshore associate of the Issuer Trustee or a CBA Macquarie Party specified in Schedule II or Schedule III; or
(ii) any other offshore associate from time to time specified in writing to the Underwriter by the Issuer Trustee or a CBA Macquarie Party.
(d) Each Underwriter, severally and not jointly, agrees to:
(i) provide written advice to the Issuer Trustee and the Manager within 40 days of the issue of the Offered Class A Notes specifying that it has complied with section 5(III)(b16(b); and
and (ii) cooperate with reasonable requests from the Issuer Trustee for information for the purposes of assisting the Issuer Trustee to demonstrate that the public offer test under section 128F of the Australian Tax Act has been satisfied in respect of the Offered Class A Notes, ; provided that no Underwriter shall be obliged to disclosedisclose any information the disclosure of which would be contrary to or prohibited by any relevant law, regulation or directive.
(e) Each Underwriter (severally and not jointly) agrees that:
(i) it has not offered or sold and, prior to the expiry of the period of six months from the Closing Date, will not offer or sell any Class A notes to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses, or otherwise in circumstances that have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended;
(ii) it has complied and will comply with all applicable provisions of the Financial Services and Markets Xxx 0000 with respect to anything done by it in relation to the Class A notes in, from or otherwise involving the United Kingdom;
(iii) it is a person of a kind described in Articles 19 or 49 of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2001, as amended; and
(iv) it has only communicated or caused to be communicated, and will only communicate or cause to be communicated, in the United Kingdom any document received by it in connection with the issue of the Class A notes to a person who is of a kind described in Articles 19 or 49 of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2001, as amended, or who is a person to whom such document may otherwise lawfully be communicated.
(f) Each Underwriter, severally and not jointly, acknowledges that no action has been taken to permit an offering of the Class A Notes in any jurisdiction outside the United States where any action would be required to be taken for that purpose. Each Underwriter will comply with all applicable securities laws and regulations in each jurisdiction in which it purchases, offer, sells or delivers Class A Notes or has in its possession or distributes the Prospectus or any other offering material, in all cases at its own expense.
Appears in 1 contract
Samples: Underwriting Agreement (Macquarie Securitisation LTD)
