Wholesale clients. You agree that, if you are not a Wholesale Client for the purposes of the Market Integrity Rules, you will not place an Order in relation to an offer of Financial Products on ASX BookBuild where that offer is limited to Wholesale Clients.
Wholesale clients. You acknowledge that you are a ‘Wholesale Client’ and not a ‘Retail Client’ as defined in section 761G of the Corporations Act. This means that you satisfy one of the following criteria pursuant to the Corporation Act:
(a) The minimum amount contributed by you upon entering into this agreement is at least $500,000.
(b) You enter into this agreement for use in connection with a business that is not a small business. A small business is a business employing less than 20 people or less than 100 people if the business involves the manufacture of goods.
(c) You enter into this agreement not for use in connection with a business and you have provided us with a certificate, given within the preceding two years, from a qualified accountant which states that you have net assets of at least $2.5 million or have gross income of at least $250,000 for each of the last two financial years.
(d) You are a company or trust that is controlled by a person who meets the assets or income test described in 7(c) above.
(e) That you are a ‘professional investor’ as defined in section 9 of the Corporations Act. This includes one of the following: • a financial services licensee • a body regulated by APRA, other than a trustee of a superannuation fund, approved deposit fund, pooled superannuation trust or public sector superannuation scheme • a body registered under the Financial Corporations Xxx 0000 • a trustee of a superannuation fund, approved deposit fund, pooled superannuation trust or public sector superannuation scheme which has net assets of at least $10 million • a person who has or controls gross assets of at least $10 million (including any assets held by an associate or under a trust that the person manages) • a listed entity or a related body corporate of a listed entity • an exempt public authority • a body corporate or unincorporated body that carries on a business of investment in financial products, interest in land or other investments and for those purposes, invest funds received (directly or indirectly) following an offer or invitation to the public within the meaning of section 82, the terms of which provided for the funds subscribed to be invested for those purposes, or • a foreign entity, if established or incorporated in Australia, would be covered by one of the preceding paragraphs.
Wholesale clients. Bloomingdale Communications, Inc. CP-Tel Network Services, Inc. CT Communications, Inc. Com Tech Foothills Telephone Cooperative Corp. GoldStar Communications, LLC Green Mountain Long Distance Service Gxxxxxx Communications, Inc. Hayneville Long Distance Heart of lowa Communications Cooperative Lxxxxxx Mutual Telephone Company Mid-Maine Long Distance Millry Communication, Inc. Mulberry Cooperative Telephone Co., Inc. People's Rural Telephone Cooperative Ringgold Telephone Company, Inc. RTC Long Distance Shoreham Long Distance TalkingNets Holdings, LLC. Waiwick Valley Telephone Company Wxxxxxx-Xxxxxxx Cooperative Westelcom Network, Inc. 22 Total 50 Fairpoint Communications Confidential 11/18/2003 Page 1 Schedule 3.2 ------------ ROYALTY The Royalty is payable in U.S.A. dollars. The monthly Royalty amounts, per End User, are as follows:
Wholesale clients. You agree that, if you are not a Wholesale Client for the purposes of the ASIC Market Integrity Rules, you will not place an Order in relation to an offer of Financial Products on ASX BookBuild where that offer is limited to Wholesale Clients. If the terms of the offer are silent on whether offers and issues of Financial Products are prohibited in the United States or to U.S. persons, then you acknowledge that the following terms of the offer will apply:
(a) the Financial Products have not been, and will not be, registered under the US Securities Act of 1933 (Securities Act), and may not be offered, sold or resold in the United States, or to or for the account or benefit of U.S. persons, except in accordance with an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act;
(b) expressions used but not defined in these terms have the meanings set forth in Regulation S under the US Securities Act.
