Stabilizing Manager. The Company hereby authorizes Goldman in its role as stabilizing manager (the “Stabilizing Manager”) to make adequate public disclosure regarding stabilization of the information required in relation to such stabilization by Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016. The Stabilizing Manager for its own account may, to the extent permitted by applicable laws and directives, over-allot and effect transactions with a view to supporting the market price of the Securities at a level higher than that which might otherwise prevail, but in doing so the Stabilizing Manager shall act as principal and not as agent of the Company and any loss resulting from over-allotment and stabilization shall be borne, and any profit arising therefrom shall be beneficially retained, by the Stabilizing Manager. However, there is no assurance that the Stabilizing Manager (or persons acting on behalf of the Stabilizing Manager) will undertake any stabilization action. Any stabilizing action may begin on or after the date on which adequate public disclosure of the terms of the Securities takes place and, if begun, may be discontinued at any time, but must end no later than the earlier of 30 days after the issue date of the Securities and 60 days after the date of the allotment of the Securities. Nothing contained in this paragraph shall be construed so as to require the Company to issue in excess of the aggregate principal amount of Securities specified in Schedule A hereto. Such stabilization, if commenced, may be discontinued at any time and shall be conducted by the Stabilizing Manager in accordance with all applicable laws and directives.
Stabilizing Manager. The Company confirms the appointment of the Stabilizing Manager as of the central point responsible for adequate public disclosure of information, and handling any request from a competent authority, in accordance with Article 6(5) of Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilization measures.
Stabilizing Manager. Each Hong Kong Underwriter acknowledges and confirms that only the Stabilizing Manager (as defined in Schedule 1 hereto) or any person acting for it is authorised and may, to the extent permitted by and subject to compliance with all applicable laws, rules and regulations in place in Hong Kong on stabilization, including the Price Stabilizing Rules, over-allocate or effect transactions in the market or otherwise with a view to stabilizing the market price of the Shares. Such authority includes (for the avoidance of doubt) power to advance its own funds, or borrow, for account of the International Underwriters for such purposes.
Stabilizing Manager. The Company will authorize Xxxxxxx Xxxxx International in its role as stabilizing manager (the “Stabilizing Manager”) to make adequate public disclosure regarding stabilization of the information required in relation to such stabilization by Commission Regulation (EC) 2273/2003. The Stabilizing Manager for its own account may, to the extent permitted by applicable laws and directives, over-allot and effect transactions with a view to supporting the market price of the Securities at a level higher than that which might otherwise prevail, but in doing so the Stabilizing Manager shall act as principal and not as agent of the Company and any loss resulting from over-allotment and stabilization shall be borne, and any profit arising therefrom shall be beneficially retained, by the Stabilizing Manager. However, there is no assurance that the Stabilizing Manager (or persons acting on behalf of the Stabilizing Manager) will undertake any stabilization action. Nothing contained in this paragraph (k) shall be construed so as to require the Company to issue in excess of €750,000,000 in aggregate principal amount of Securities. Such stabilization, if commenced, may be discontinued at any time and shall be conducted by the Stabilizing Manager in accordance with all applicable laws and directives.
Stabilizing Manager. Each International Underwriter (other than the Stabilizing Manager) authorizes the Stabilizing Manager (or any person acting for it), in its discretion, and for the account of such International Underwriter, and in connection with stabilization transactions or otherwise, to over-allocate Firm Shares and to purchase and sell Shares, for long or short account, in such amounts, at such prices and times, on such terms and in such manner as the Stabilizing Manager (or any person acting for it) may determine. At no time (except as set forth below in the event of default of any International Underwriter in carrying out its commitment under this Section 7) shall the net commitment of any International Underwriter, for either long or short account, resulting from such overallotments and such purchases and sales under this Section 7 exceed 20% of the number of Firm Shares which such International Underwriter agrees to purchase under the International Underwriting Agreement (it being agreed that for the purposes of such calculation the net commitment for short account of any International Underwriter shall be deemed to be reduced by the maximum number of Optional Shares which such International Underwriter is entitled to purchase under the International Underwriting Agreement).
Stabilizing Manager. Each International Underwriter authorizes the Stabilizing Manager, in its discretion, and for the account of such International Underwriter, and in connection with stabilization transactions or otherwise, to over-allocate Firm Shares and to purchase and sell Shares, for long or short account, in such amounts, at such prices and times, on such terms and in such manner as the Stabilizing Manager may determine. At no time (except as set forth below in the event of default of any International Underwriter in carrying out its commitment under this Section 7) shall the net commitment of any International Underwriter, for either long or short account, resulting from such overallotments and such purchases and sales under this Section 7 exceed 20% of the number of Firm Shares which such International Underwriter agrees to purchase under the International Underwriting Agreement (it being agreed that for the purposes of such calculation the net commitment for short account of any International Underwriter shall be deemed to be reduced by the maximum number of Optional Shares which such International Underwriter is entitled to purchase under the International Underwriting Agreement).
Stabilizing Manager. Notices: All communications to the following Underwriters hereunder shall be effective only on receipt, and shall be delivered or sent by letter, facsimile transmission or telephone (but in the case of communication by telephone, with subsequent confirmation by letter or facsimile transmission) as follows: [ ]
Stabilizing Manager. The Company confirms the appointment of the Stabilizing Manager as of the central point responsible for adequate public disclosure of information, and handling any request from a competent authority, in accordance with Article 6(5) of Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilization measures. SCHEDULE II €2,000,000,000 International Business Machines Corporation €1,000,000,000 0.950% Notes due 2025 €1,000,000,000 1.500% Notes due 2029 Underwriters Principal Amount of 2025 Notes to be Purchased Principal Amount of 2029 Notes to be Purchased Barclays Bank PLC € 180,000,000 € 180,000,000 Deutsche Bank AG, London Branch 180,000,000 180,000,000 Xxxxxxx Xxxxx & Co. LLC 180,000,000 180,000,000 Société Générale 180,000,000 180,000,000 UniCredit Bank AG 180,000,000 180,000,000 Commerzbank AG 33,334,000 33,334,000 ING Bank N.V. Belgian Branch 33,333,000 33,333,000 Standard Chartered Bank 33,333,000 33,333,000 Total € 1,000,000,000 € 1,000,000,000 SCHEDULE III Schedule of Free Writing Prospectuses included in the Disclosure Package Pricing Term Sheet dated May 16, 2017, as filed pursuant to Rule 433. SCHEDULE IV Delayed Delivery Contract [Insert names and addresses of lead Representatives] , 20 Dear Sirs: The undersigned hereby agrees to purchase from International Business Machines Corporation (the “Company”), and the Company agrees to sell to the undersigned, on , 20_ , (the “Delivery Date”), € principal amount of the Company’s (the “Securities”) offered by the Company’s Final Prospectus dated , 20_ , receipt of a copy of which is hereby acknowledged, at a purchase price of % of the principal amount thereof, plus accrued , if any, thereon from , 20_ , to the date of payment and delivery, and on the further terms and conditions set forth in this contract. Payment for the Securities to be purchased by the undersigned shall be made on or before 11:00 A.M. on the Delivery Date to or upon the order of the Company in New York Clearing House (next day) funds, at your office or at such other place as shall be agreed between the Company and the undersigned upon delivery to the undersigned of the Securities in definitive, fully registered form and in such authorized denominations and registered in such names as the undersigned may request by written or telegraphic communication addressed to the Company not less than five full business days prior ...
Stabilizing Manager. Notices: Closing Date: In addition to the provisions of “Selling Restrictions” above, each Underwriter represents to and agrees with Québec that it has not offered, sold or delivered and it will not offer, sell or deliver, directly or indirectly, any of the Designated Securities, and has not distributed and will not distribute the Prospectus or any other offering material relating to the Designated Securities, in or from any jurisdiction except under circumstances that will, to the best of its knowledge and belief, result in compliance with the applicable laws and regulations thereof and which will not impose any obligations on Québec except as contained in this Terms Agreement or in the Underwriting Agreement. In addition, each Underwriter agrees with Québec to cause each member of the selling group to agree to comply with the restrictions on offers and sales of the Designated Securities set forth in this Terms Agreement. Without prejudice to the provisions of Section 1(b)(iii) of the Underwriting Agreement, the provisions of “Selling Restrictions” above and the immediately preceding paragraph, and except for registration under the 1933 Act and compliance with the Rules and Regulations and the qualification of the Designated Securities for offer and sale and the determination of their eligibility for investment under the applicable securities laws of such jurisdictions within the United States as the Underwriters or Representative may designate pursuant to Section 3(e) of the Underwriting Agreement, Québec shall not have any responsibility for, and each Underwriter agrees with Québec that each such Underwriter and its respective affiliates will obtain, any consent, approval or authorization required by them for the subscription, offer, sale or delivery by them of any of the Designated Securities under the laws and regulations in force in any jurisdiction to which they are subject or in or from which they make such subscription, offer, sale or delivery of any of the Designated Securities.
Stabilizing Manager. Notices:
