Subscription and Sale. According to the terms of a placement agreement which was executed prior to the beginning of the Subscription Period (the Placement Agreement), Bank Degroof NV/SA and Belfius Bank NV/SA (in their capacity as Joint Lead Managers) have agreed with the Issuer, subject to certain terms and conditions, to place the Bonds with third parties, without a firm commitment on the amount, at the price and according to the terms and conditions specified below. The Placement Agreement entitled the Joint Lead Managers to terminate their obligations under certain conditions. This solely provided for rights and obligations of the Issuer and the Joint Lead Managers, and the Bondholders cannot derive any right, directly or indirectly, from the Issuer or the Joint Lead Managers. Bank Degroof NV/SA (in its capacity as Agent) and the Issuer have also entered into the Agency Agreement, the terms and conditions of which specify the modalities of the creation of the Bonds at the Issue Date, and the payment of the interest due in respect of the Bonds.
Subscription and Sale. Pursuant to a Subscription Agreement (the “Subscription Agreement”) dated 7th June, 2005, BNP Paribas, Deutsche Bank AG, London Branch and Xxxxxx Xxxxxxx & Co. International Limited (the “Managers”) have jointly and severally agreed to subscribe for the Preferred Securities at a price of €1,000 per Preferred Security. The Managers will receive a combined selling, management and underwriting commission of €20 per Preferred Security. The Managers are entitled to terminate the Subscription Agreement in certain circumstances before the issue of the Preferred Securities. The Preferred Securities have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act (“Regulation S”). Each Manager has agreed that, except as permitted by the Subscription Agreement, it will not offer, sell or deliver the Preferred Securities (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the Issue Date within the United States or to, or for the account or benefit of, U.S. persons and that it will have sent to each dealer to which it sells any Preferred Securities during the distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales of the Preferred Securities within the United States or to, or for the account or benefit of, U.S. persons. Terms used in this paragraph have the meanings given to them by Regulation S. In addition, until 40 days after the commencement of the offering, an offer or sale of Preferred Securities within the United States by any dealer that is not participating in the offering may violate the registration requirements of the Securities Act.
Subscription and Sale. SECTION 2.01. Subscription and Sale of the Shares..........................6 SECTION 2.02.
Subscription and Sale. Subject to the terms and conditions set forth herein, the Company agrees to sell to the Purchaser, and the Purchaser agrees to subscribe for and purchase, the Shares for the Purchase Price. In consideration of the sale and issuance of Shares to the Purchaser by the Company, on the Closing Date, following (i) the satisfaction of each of the conditions set forth in Section 6 hereof (or the waiver of such conditions by the Purchaser); and (ii) the satisfaction of each of the conditions set forth in Section 7 hereof (or the waiver of such conditions by the Company), the Company shall deliver to the Purchaser a certificate or (if the Purchaser so requests) certificates representing the Shares, free and clear of any lien, charge, claim (including any adverse claim), security interest, mortgage or other Encumbrance of any nature whatsoever. Upon confirmation of receipt of such certificate or certificates representing the Shares the Purchaser shall pay to the Company, by wire transfer of immediately available funds to an account designated by the Company by notice in writing to the Purchaser no later than 3 Business Days prior to the Closing Date, the Purchase Price. Any part of the Purchase Price due from the Purchaser that is not paid by the close of business, New York time, of the second Business Day after the Closing Date shall bear interest at the rate of ten percent (10%) per annum.
Subscription and Sale. Subject to the terms and conditions set forth herein, the Company agrees to sell to each Purchaser, and each Purchaser agrees, severally and not jointly, to subscribe for and purchase, the number of Shares set forth opposite such Purchaser’s name on the Schedule of Purchasers at a purchase price of $74.0652 per share. In consideration of the sale and issuance of Shares to each Purchaser by the Company, on the Closing Date, following (i) the satisfaction of each of the conditions set forth in Sections 6 hereof (or the waiver of such conditions by each of the Purchasers); and (ii) the satisfaction of each of the conditions set forth in Section 7 hereof (or the waiver of such conditions by the Company), the Company shall deliver to each Purchaser a certificate or certificates representing the Shares purchased by such Purchaser, free and clear of any lien, charge, claim (including any adverse claim), security interest, mortgage or other encumbrance of any nature whatsoever. Upon confirmation of receipt of such certificate or certificates representing the Shares purchased by a Purchaser, such Purchaser shall pay to the Company, by wire transfer of immediately available funds to an account designated by the Company in writing, the Aggregate Purchase Price. Any Aggregate Purchase Price due from a Purchaser that is not paid by the close of business, New York time, of the first Business Day after the Closing Date shall bear interest at the rate of ten percent (10%) per annum.
Subscription and Sale. The Ministry of Finance and the Joint Lead Managers have entered into a subscription agreement dated on or about 16 November 2020 (the “Subscription Agreement”), as supplemented by the pricing supplement dated 18 November 2020, pursuant to which the Ministry of Finance has agreed to sell to the Joint Lead Managers, and the Joint Lead Managers have agreed to subscribe and pay for or procure subscribers to subscribe and pay for each of the 2025 Bonds at their issue price of 100.763% of their principal amount, the 2030 Bonds at their issue price of 99.332% of their principal amount and the 2035 Bonds at their issue price of 99.445% of their principal amount. The Ministry of Finance is entitled to be released and discharged from its obligations under the Subscription Agreement prior to the closing of the issue of the Bonds. The Bonds have not been and will not be registered under the Securities Act. Subject to certain exceptions, the Bonds may not be offered, sold or delivered within the United States. Each Joint Lead Manager has agreed that it will not offer, sell or deliver any Bonds within the United States. The Bonds are being offered and sold outside of the United States in reliance on Regulation S. In addition, until 40 days after the commencement of the offering of the Bonds, an offer or sale of the Bonds within the United States by any dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act.
Subscription and Sale. Subject to the terms and conditions set out in this Agreement, the Investor agrees with the Company to subscribe for and purchase at the Closing, and the Company agrees to issue and sell to the Investor at the Closing, the Subscription Shares for the Subscription Price.
Subscription and Sale. The Issuer and the Joint Lead Managers have entered into a subscription agreement dated on or about 31 October 2022 (the “Subscription Agreement”), pursuant to which the Issuer has agreed to sell to the Joint Lead Managers, and the Joint Lead Managers have agreed to subscribe and pay for or procure subscribers to subscribe and pay for the 2024 Bonds at their issue price of 100% of their principal amount, the 2025 Bonds at their issue price of 100% of their principal amount and the 2027 Bonds at their issue price of 100% of their principal amount. The Issuer is entitled to be released and discharged from its obligations under the Subscription Agreement prior to the closing of the issue of the Bonds. Bank of China (Hong Kong) Limited ....................................................................................... 96,000,000 China International Capital Corporation Hong Kong Securities Limited ................................. 96,000,000 The Hongkong and Shanghai Banking Corporation Limited.................................................... 96,000,000 CLSA Limited ........................................................................................................................... 96,000,000 Bank of Communications Co., Ltd. Hong Kong Branch .......................................................... 96,000,000 Agricultural Bank of China Limited Hong Kong Branch ......................................................... 96,000,000 Industrial and Commercial Bank of China (Asia) Limited ....................................................... 96,000,000 Industrial Bank Co., Ltd. Hong Kong Branch........................................................................... 96,000,000 China CITIC Bank International Limited ................................................................................. 96,000,000 China Construction Bank (Asia) Corporation Limited ............................................................. 96,000,000 X.X. Xxxxxx Securities (Asia Pacific) Limited........................................................................... 96,000,000 CMB Wing Lung Bank Limited................................................................................................ 96,000,000 Guotai Junan Securities (Hong Kong) Limited ........................................................................ 96,000,000 Mizuho Securities Asia Limited................................................................................................ 96,000,000 ...
Subscription and Sale. Capitalised terms used in this section headed “Subscription and Sale” shall bear the same meanings as used in the Terms and Conditions, except to the extent that they are separately defined in this section or this is clearly inappropriate from the context.
Subscription and Sale. The Ministry of Finance and the Joint Lead Managers have entered into a subscription agreement dated on or about 20 September 2024 (the “Subscription Agreement”), as supplemented by the pricing supplement dated 25 September 2024, pursuant to which the Ministry of Finance has agreed to sell to the Joint Lead Managers, and the Joint Lead Managers have agreed to subscribe and pay for or procure subscribers to subscribe and pay for each of the 2027 Bonds at the issue price of 99.951 per cent. of their principal amount and the 2031 Bonds at the issue price of 99.289 per cent. of their principal amount. The Ministry of Finance is entitled to be released and discharged from its obligations under the Subscription Agreement prior to the closing of the issue of the Bonds. The Bonds have not been and will not be registered under the Securities Act. Subject to certain exceptions, the Bonds may not be offered, sold or delivered within the United States. Each Joint Lead Manager has agreed that it will not offer, sell or deliver any Bonds within the United States. The Bonds are being offered and sold outside of the United States in reliance on Regulation S. In addition, until 40 days after the commencement of the offering of the Bonds, an offer or sale of the Bonds within the United States by any dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act.
