Selling Restrictions. There are restrictions on the offer, sale and transfer of the Notes in United States Selling Restrictions:
Selling Restrictions. The Designated Securities are offered for sale in places where it is legal to make such offers. In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (as defined below) (each, a “Relevant Member State”), each Underwriter, on behalf of itself and each of its affiliates that participate in the initial distribution of the Designated Securities, severally represents and agrees that with effect from and including the date on which the Prospectus Directive was implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of any Designated Securities which are the subject of the offering contemplated by the prospectus supplement relating to the Designated Securities (the “Prospectus Supplement”) and the accompanying Prospectus, to the public in that Relevant Member State other than:
Examples of Selling Restrictions in a sentence
Selling Restrictions Any Products purchased by any person for resale may not be offered in any jurisdiction in circumstances which would result in the Issuer being obliged to register any further documentation relating to this Product in such jurisdiction.
None of the Covered Bonds or the Covered Bond Guarantee has been, or will be, registered under the Securities Act or any other applicable securities laws and they are subject to certain restrictions on the resale and other transfer thereof as set forth under Subscription and Sale and Transfer and Selling Restrictions.
U.S. Selling Restrictions: Not applicable - the Securities may not be legally or beneficially owned by ortransferred to any U.S. person at any time.44.
Selling Restrictions United States, the European Economic Area, United Kingdom, Hong Kong, Cayman Islands, Japan and Singapore and such other restrictions as may be required in connection with a particular issue of Notes (see “Subscription and Sale”).
U.S. Selling Restrictions: Not applicable - the Securities may not be legally or beneficially owned byor transferred to any U.S. person at any time.44.
More Definitions of Selling Restrictions
Selling Restrictions means the restrictions described in Section 6(b) of this Plan.
Selling Restrictions. There are restrictions on the sale of the Notes and the distribution of offering materials in various jurisdictions, including the United Kingdom, the United States, the EEA and such other restrictions as may be required in connection with a particular issue. See "Subscription and Sale". The Notes and the NATIXIS Guarantee may not be offered, sold, pledged or otherwise transferred except in an "offshore transaction" (as such term is defined in Regulation S) to or for the account or benefit of a Permitted Transferee. “Permitted Transferee” means any person who is not: (a) a U.S. person as defined in Rule 902(k)(1) of Regulation S; or (b) a person who comes within any definition of U.S. person for the purposes of the United States Commodity Exchange Act of 1936, as amended (the CEA) or any rule thereunder (a CFTC Rule), guidance or order proposed or issued under the CEA (for the avoidance of doubt, any person who is not a "Non-United States person" as such term is defined under CFTC Rule 4.7(a)(1)(iv), but excluding, for purposes of subsection (D) thereof, the exception for qualified eligible persons who are not "Non-United States persons", shall be considered a U.S. person). See "Transfer Restrictions". Bearer and Exchangeable Bearer Notes will be issued in compliance with U.S. Treas. Reg. §1.163-5(c)(2)(i)(D) (or any successor U.S. Treasury regulation section including, without limitation, regulations issued in accordance with United States Internal Revenue Service Notice 2012-20 or otherwise in connection with the United States Hiring Incentives to Restore Employment Act of 2010) (the “D Rules”) unless (i) the relevant Final Terms state that Notes are issued in compliance with U.S. Treas. Reg. §1.163-5(c)(2)(i)(C) (or any successor U.S. Treasury regulation section including, without limitation, regulations issued in accordance with United States Internal Revenue Service Notice 2012-20 or otherwise in connection with the United States Hiring Incentives to Restore Employment Act of 2010) (the “C Rules”) or (ii) the Notes are issued other than in compliance with the D Rules or the C Rules but in circumstances in which the Notes will not constitute "registration required obligations" under the U.S. Tax Equity and Fiscal Responsibility Act of 1982 (“TEFRA”).
Selling Restrictions. Subject to Section 6(c) of the Plan, the Selling Restrictions will lapse with respect to the number of Shares set forth in the table below on the corresponding date: Number of Shares Lapse Date [—] Shares of Common Stock [—] Shares of Common Stock [—] Shares of Common Stock [—] Shares of Common Stock Subject to Section 6(c) of the Plan, the Selling Restrictions will lapse with respect to the number of Vested Shares set forth in the table below on the date on which the Ten Day Average Price has reached and remained for ten (10) consecutive trading days at the corresponding Lapse Price set forth below: Number of Shares Lapse Date [—] Shares of Common Stock [$—] per share
Selling Restrictions. There are restrictions on the offer, sale and transfer of the Notes in the United States (as to which see below), the European Economic Area, the United Kingdom, Japan, Hong Kong, the Chinese Mainland and Singapore and such other restrictions as may be required in connection with the offering and sale of a particular Tranche of Notes, see “Subscription and Sale”.
Selling Restrictions. There are restrictions on the sale of the Notes and the distribution of offering materials in various jurisdictions, including the United Kingdom, the United States, the EEA and such other restrictions as may be required in connection with a particular issue. See "Subscription and Sale". The Notes and the NATIXIS Guarantee may not be offered, sold, pledged or otherwise transferred except in an "offshore transaction" (as such term is defined in Regulation S) to or for the account or benefit of a Permitted Transferee.
Selling Restrictions. Canada, United Kingdom, Hong Kong, Italy, Japan, People’s Republic of China (excluding Hong Kong, Macau and Taiwan), Republic of Korea, Taiwan, Singapore and Switzerland. No sales in Spain. The Dollar Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA and in the United Kingdom. Joint Bookrunners: Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., X.X. Xxxxxx Securities LLC, Xxxxxx Xxxxxxx & Co. LLC and Santander Investment Securities Inc. Conflict of Interest: Santander Investment Securities Inc., is a subsidiary of Banco Santander. Therefore, Santander Investment Securities Inc. is deemed to have a “conflict of interest” under FINRA Rule 5121 and, accordingly, the offering of the notes will comply with the applicable requirements of FINRA Rule 5121. Co-Leads: Banco Bradesco BBI S.A., Banco de Sabadell, S.A., Danske Markets Inc., Intesa Sanpaolo S.p.A., Standard Chartered Bank AG, UNICAJA BANCO, S.A. CUSIP / ISIN: 05971K AH2 / US05971KAH23 Banco Santander has filed a registration statement (including a base prospectus and a related preliminary prospectus supplement) with the U.S. Securities and Exchange Commission (SEC) for this offering. Before you invest, you should read the preliminary prospectus supplement, the base prospectus in that registration statement, and other documents Banco Santander has filed with the SEC for more complete information about Banco Santander and this offering. You may get these documents for free by searching the SEC online database (XXXXX®) at xxx.xxx.xxx. Alternatively, you may obtain a copy of the base prospectus and the preliminary prospectus supplement from Barclays Capital Inc. by calling toll free 0-000-000-0000, BNP Paribas Securities Corp. by calling toll free 0-000-000-0000, BofA Securities, Inc. by calling toll free 1-800-294-1322, Citigroup Global Markets Inc. by calling toll free 1-800-831-9146, Deutsche Bank Securities Inc. by calling toll free 1-800-503-4611, X.X. Xxxxxx Securities LLC by calling collect 0-000 000-0000, Xxxxxx Xxxxxxx & Co. LLC by calling toll free 0-000-000-0000 and Santander Investment Securities Inc. by calling toll free 0-000-000-0000. Capitalized terms used but not defined in this term sheet have the meanings set forth in the base prospectus as supplemented by the preliminary prospectus sup...