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The Netherlands/Global Sample Clauses

The Netherlands/Global. 9.5.1 The Global Co-ordinator has represented and agreed that: (a) it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell anywhere in the world, as part of their initial distribution or as part of any re-offering, the Bonds (including rights representing an interest in a Bond in global form) other than to individuals or legal entities situated anywhere in the world who or which trade or invest in securities in the conduct of a business or profession (which includes banks, securities firms, insurance companies, pension funds, investment institutions, central governments, large international and supranational organisations, other institutional investors and other parties, including treasury departments of commercial enterprises, which are regularly active in the financial markets in a professional manner) in which case: (b) it must be made clear both upon making the offer and in any documents or advertisements in which a forthcoming offering of such Bonds is publicly announced anywhere in the world (whether electronically or otherwise) that such offer is exclusively made to the said individuals or legal entities. 9.5.2 In addition and without prejudice to the relevant restrictions set out under 9.5.1 above, any Bonds in definitive form may only be transferred and accepted, directly or indirectly, within, from or into The Netherlands through the mediation of either the Issuer or an admitted institution of Euronext Amsterdam N.V., admitted in a function on one or more markets or systems held or operated by Euronext Amsterdam N.V. (toegelaten instelling), in accordance with the Dutch Savings Certificates Act (Wet inzake spaarbewijzen) of 21 May 1985 (as amended). No such mediation is required: (a) in respect of the transfer and acceptance of rights representing an interest in the Permanent Global Bond; (b) in respect of the transfer and acceptance of Bonds in definitive form between individuals not acting in the conduct of a business or profession; (c) to the initial issue of the Bonds in definitive form to the first holders thereof; or (d) in respect of the transfer and acceptance of such Bonds within, from or into The Netherlands if all Bonds (either in definitive form or as rights representing an interest in a Bond in global form) are issued outside The Netherlands and are not distributed into The Netherlands in the course of initial distribution or immediately thereafter. In the event that the Savings Certifi...
The Netherlands/Global. Any Notes (including rights representing an interest in a Note in global form) issued under the Programme that are offered anywhere in the world shall, in order to comply with the Netherlands Securities Xxxxxx Xxxxxxxxxxx Xxx 0000 (Wet toezicht effectenverkeer 1995, the "WTE") only be offered:

Related to The Netherlands/Global

  • The Netherlands The third party referred to above may invoke the Dutch Forwarding Conditions (with the inclusion of the Arbitration Clause).

  • NETHERLANDS There are no country-specific provisions.

  • Ireland There are no country-specific provisions.

  • Switzerland Notifications

  • France No prospectus (including any amendment, supplement or replacement thereto) has been prepared in connection with the offering of the Securities that has been approved by the Autorité des marchés financiers or by the competent authority of another State that is a contracting party to the Agreement on the European Economic Area and notified to the Autorité des marchés financiers; each Underwriter represents and agrees that no Securities have been offered or sold nor will be offered or sold, directly or indirectly, to the public in France; each Underwriter represents and agrees that the prospectus or any other offering material relating to the Securities have not been distributed or caused to be distributed and will not be distributed or caused to be distributed to the public in France; such offers, sales and distributions have been and shall only be made in France to persons licensed to provide the investment service of portfolio management for the account of third parties, qualified investors (investisseurs qualifiés) and/or a restricted circle of investors (cercle restreint d’investisseurs), in each case investing for their own account, all as defined in Articles L. 411-2, D. 411-1, D. 411-2, D. 411-4, D. 734-1, D.744-1, D. 754-1 and D. 764-1 of the Code monétaire et financier. Each Underwriter represents and agrees that the direct or indirect distribution to the public in France of any so acquired Securities may be made only as provided by Articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 to L. 621-8-3 of the Code monétaire et financier and applicable regulations thereunder. Each Underwriter:

  • FINLAND There are no country-specific provisions.

  • Norway There are no country-specific provisions.

  • Italy If the Territory is Italy, the MicroStrategy contracting entity on the order is MicroStrategy Italy S.r.l., with offices at Corso Italia 13, 20122, Milan, Italy, with tax identification number 12313340155, and the following terms apply: (a) The Governing Law will be the laws of Italy; and (b) any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the parties’ relationship under it will be subject to the exclusive jurisdiction of the courts of Milan; and (c) the second sentence of the “Notices” section of the General Terms is deleted and replaced with the following: “You will provide notices to: MicroStrategy Italy, S.r.l. Attention: Legal Representative, at Corso Italia 13, 20122, Milan, Italy; email: xxxxxxxx@xxxxxxxxxxxxx.xxx“; and (d) references to “CPI” in the Agreement will be deemed to refer to “Italy CPI.”

  • Registered Office The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 0000 Xxxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000.

  • Deutsche Bank Luxembourg S A. as facility agent (in this capacity the Facility Agent); and