WERFENLIFE, S Sample Clauses

WERFENLIFE, S. A. (the “Issuer”); and
Sample 1
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WERFENLIFE, S. A. By: .............................. (duly authorised) ISSUED on 28 October 2021 AUTHENTICATED for and on behalf of CITIBANK, N.A., LONDON BRANCH as fiscal agent without recourse, warranty or liability By: .............................. (duly authorised) EFFECTUATED for and on behalf of CLEARSTREAM BANKING, S.A. as common safekeeper without recourse, warranty or liability By: .............................. (duly authorised) Schedule 1 to Schedule 1 Form of Accountholder’s Certification Werfenlife, S.A. (incorporated with limited liability in the Kingdom of Spain) €300,000,000 0.500 per cent Notes due 28 October 2026 This is to certify that as of the date hereof, and except as set forth below, the above-captioned Securities held by you for our account (a) are owned by persons that are not citizens or residents of the United States, domestic partnerships, domestic corporations or any estate or trust the income of which is subject to United States Federal income taxation regardless of its source (“United States persons”), (b) are owned by United States person(s) that (i) are foreign branches of a United States financial institution (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(iv)) (“financial institutions”) purchasing for their own account or for resale, or (ii) acquired the Securities through foreign branches of United States financial institutions and who hold the Securities through such United States financial institutions on the date hereof (and in either case (i) or (ii), each such United States financial institution hereby agrees, on its own behalf or through its agent, that you may advise the issuer or the issuer’s agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (c) are owned by United States or foreign financial institution(s) for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and in addition if the owner of the Securities is a United States or foreign financial institution described in clause (c) (whether or not also described in clause (a) or (b)) this is to further certify that such financial institution has not acquired the Securities for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions.
Sample 1
WERFENLIFE, S. A. (incorporated with limited liability under the laws of Spain) €300,000,000 0.500 per cent Notes Due 28 October 2026 Put Option Notice [Select the following text if the Notes are being held in definitive form - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent for the above Notes (the “Notes”) in accordance with Condition 5(d) (Redemption or Purchase at the option of the Noteholders on a Change of Control Put Event (Change of Control Put)), the undersigned holder of the Notes specified below and deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 5(d) (Redemption or Purchase at the option of the Noteholders on a Change of Control Put Event (Change of Control Put)) on [[relevant Put Date]/the Put Date falling in [relevant month and year]]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination ……………………………………………… ……………………………………………… ……………………………………………… ……………………………………………… ……………………………………………… ………………………………………………] [Select the following text if the Notes are being held in Permanent Global Note form - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent for the above Notes (the “Notes”) in accordance with Condition 5(d) (Redemption or Purchase at the option of the Noteholders on a Change of Control Put Event (Change of Control Put)) and the terms of the Permanent Global Note issued in respect of the Notes, the undersigned holder of the Permanent Global Note exercises its option to have €[amount] of the Notes redeemed accordance with Condition 5(d) (Redemption or Purchase at the option of the Noteholders on a Change of Control Put Event (Change of Control Put)) on [[relevant Put Date]/the Put Date falling in [relevant month and year]].] Payment should be made by [complete and delete as appropriate]: • euro cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee’s risk by uninsured airmail post to [name of addressee] at [addressee’s address].] OR • transfer to [details of the relevant account maintained by the payee] with [name and address of the relevant bank].] All notices and communications relating to this Put Option Notice should be sent to the address specified below. Name of holder: …………………………………………………… Contact details: …………………………………………………… …………………………………………………… ………………...
Sample 1

Related to WERFENLIFE, S

  • Insurance The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • Entire Agreement This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three

  • Term The term of this Agreement will be ten (10) years from the Effective Date (as such term may be extended pursuant to Section 4.2, the “Term”).

  • General The Trustee shall keep proper books of record and account of all the transactions of each Trust under this Indenture at its corporate trust office, including a record of the name and address of, and the Units issued by each Trust and held by, every Unit holder, and such books and records of each Trust shall be open to inspection by any Unit holder of such Trust at all reasonable times during the usual business hours. The Trustee shall make such annual or other reports as may from time to time be required under any applicable state or federal statute or rule or regulations thereunder.

  • NOW, THEREFORE the parties hereto agree as follows:

  • Limitation of Liability No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

  • Termination This Agreement may be terminated at any time prior to the Closing:

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