Prospectus Act definition
Examples of Prospectus Act in a sentence
Subject to conducting the offering as contemplated by the Transaction Documents, the Company is not required to publish a prospectus in Germany under the German Securities Prospectus Act or Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017) with respect to the offer and sale of the Securities.
In connection with the initial placement of Securities in Germany, it has not offered or sold and it will not offer or sell any Securities in Germany other than in compliance with the Securities Prospectus Act (Wertpapier-Verkaufsprospektgesetz) of 13th December, 1990 as amended or any other law applicable in Germany governing the issue, offering and sale of securities.
Each Dealer represents and agrees that Notes have not been and will not be offered, sold or publicly promoted or advertised by it in the Federal Republic of Germany other than in compliance with the German Securities Selling Prospectus Act (Wertpapierverkaufsprospektgesetz) of 13th December, 1990, as amended, or any other laws applicable in the Federal Republic of Germany governing the issue, offering and sale of securities.
Each Manager has represented and agreed that it shall only offer and sell Preferred Securities in the Federal Republic of Germany in compliance with the provisions of the German Securities Sales Prospectus Act (Wertpapier- Verkaufsprospektgesetz) of 13th December, 1990, as amended, or any other laws applicable in the Federal Republic of Germany governing the offer and sale of securities in the Federal Republic of Germany.
No selling prospectus (Verkaufsprospekt) has been or will be published in respect of the Notes and each Underwriter will be required to comply with the German Securities Selling Prospectus Act (Wertpapier- Verkaufsprospektgesetz) of December 13, 1990, as amended.
In particular, each of the Underwriters agrees not to engage in a public offering (Offentliches Angebot) in Germany with respect to any of the Certificates otherwise than in accordance with the German Securities Sales Prospectus Act and any other act replacing or supplementing it and all other applicable laws and regulations.
This Base Prospectus has been approved by the Luxembourg Stock Exchange as a prospectus for the purposes of Part IV of the Luxembourg Act dated 16 July 2019 on prospectuses for securities (the "Prospectus Act") for Securities (including Exempt Securities) issued under the Programme to be admitted to the Official List and admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange (the "Euro MTF") during the twelve-month period after the date of this Base Prospectus.
Each Underwriter acknowledges that offers and sales of the Securities in Germany are subject to the restrictions provided in the German Securities Prospectus Act (Wertpapier- Verkaufsprospektgesetz) with respect to Euro-securities (Euro- Wertpapiere); in particular, the Securities may not be offered in Germany by way of public promotion.
Each Dealer represents and agrees, and each further Dealer appointed under the Programme will be required to represent and agree, that it shall only offer or sell Covered Bonds in the Federal Republic of Germany in compliance with the provisions of the German Securities Selling Prospectus Act (Wertpapier-Verkaufsprospektgesetz) of 22 June 2005, or any other laws applicable in the Federal Republic of Germany governing the offer and sale of securities.
This Base Prospectus also constitutes a base listing particulars for the purpose of the Prospectus Act.