Common use of Japan Clause in Contracts

Japan. The Securities have not been and will not be registered under the Securities and Exchange Law of Japan, and each of the Underwriters and each of its affiliates has represented and agreed that it has not offered or sold, and it will not offer or sell, directly or indirectly, any of the Securities in or to residents of Japan or to any persons for reoffering or resale, directly or indirectly in Japan or to any resident of Japan, except pursuant to any exemption from the registration requirements of the Securities and Exchange Law available thereunder and in compliance with the other relevant laws and regulations of Japan. The Securities may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Securities may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder. The prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the prospectus supplement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to Section 257(1A), and in accordance with the conditions, specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Whether the Securities are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures, and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Securities under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.

Appears in 6 contracts

Sources: Underwriting Agreement (At&t Inc.), Underwriting Agreement (At&t Inc.), Underwriting Agreement (At&t Inc.)

Japan. The Securities have not been and will not be registered under the Securities Financial Instruments and Exchange Law of Japan, Japan (the “FIEA”). Each Underwriter represents and each of the Underwriters and each of its affiliates has represented and agreed agrees that it has not offered or sold, and it will not offer or sell, directly or indirectly, any of the Securities in Japan or to residents to, or for the account or benefit of, any resident of Japan (including any corporation or to other entity organized under the laws of Japan), or to, or for the account or benefit of, any persons resident of Japan for reoffering or resale, directly or indirectly indirectly, in Japan or to to, or for the account or benefit of, any resident of Japan, Japan except (1) pursuant to any an exemption from the registration requirements of of, or otherwise in compliance with, the Securities FIEA and Exchange Law available thereunder and (2) in compliance with the other relevant laws applicable laws, regulations and regulations governmental guidelines of Japan. The Securities may Prospectus Supplement and accompanying Prospectus relating to this offering have not been and will not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Securities may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder. The prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter has not offered or sold any Securities or caused the prospectus supplement Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchaseSecurities, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant personRelevant Person, or any person pursuant to Section 257(1A275(1A), and in accordance with the conditions, specified in Section 275 of the SFA, SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Whether Each Underwriter will notify (whether through the Securities are subscribed distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering or purchased under Section 275 by a relevant person which is: (aotherwise) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures, and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Securities under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, following Relevant Persons specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; SFA which has subscribed or (3) by operation of law.purchased Securities from or through that Underwriter, namely a person which is:

Appears in 6 contracts

Sources: Terms Agreement (Citigroup Inc), Terms Agreement (Citigroup Inc), Terms Agreement (Citigroup Inc)

Japan. The Securities Covered Bonds have not been and will not be registered under the Securities Financial Instruments and Exchange Law Act of JapanJapan (Act No. 25 of 1948, as amended, the “FIEA”) and each of the Underwriters Dealer represents and each of its affiliates has represented and agreed agrees that it has not offered or sold, sold and it will not offer or sellsell any Covered Bonds, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Securities in Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949, as amended)), or to residents of Japan or to any persons others for reoffering re-offering or resale, directly or indirectly indirectly, in Japan or to any to, or for the benefit of, a resident of Japan, except pursuant to any an exemption from the registration requirements of the Securities of, and Exchange Law available thereunder and otherwise in compliance with with, the FIEA and any other relevant laws applicable laws, regulations and regulations ministerial guidelines of Japan. The Securities may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to Each Dealer acknowledges that the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Securities may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder. The prospectus supplement Prospectus has not been registered as a prospectus with the Monetary Authority of Singapore, and the Covered Bonds will be offered pursuant to exemptions under the Securities and Futures Act (Chapter 289) of Singapore, as modified or amended from time to time (the “SFA”). Accordingly, each Dealer represents, warrants and agrees that it has not offered or sold any Covered Bonds or caused the prospectus supplement and any other document or material in connection with Covered Bonds to be made the offer or sale, or subject of an invitation for subscription or purchase, of purchase and will not offer or sell any Covered Bonds or cause the Securities may not be circulated or distributed, nor may the Securities be offered or sold, or Covered Bonds to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, the Prospectus or any other document or material in connection with the offer or sale or invitation for subscription or purchase of the Covered Bonds, whether directly or indirectly, to persons any person in Singapore other than than: (i) to an institutional investor under (as defined in Section 4A of the SFA) pursuant to Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to Section 257(1A), and in accordance with the conditions, specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Whether the Securities are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures, and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Securities under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.;

Appears in 3 contracts

Sources: Dealership Agreement, Dealership Agreement, Dealership Agreement

Japan. The Securities notes have not been and will not be registered under the Securities Financial Instruments and Exchange Law Act of JapanJapan (Act No. 25 of 1948, as amended, the “FIEA”) and accordingly, each of the Underwriters Underwriter represents and each of its affiliates has represented and agreed agrees that it has not offered or sold, sold and undertakes that it will not offer or sellsell any notes directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan or to others for re-offering or resale, directly or indirectly, any of the Securities in or to residents of Japan or to any persons for reoffering or resale, directly or indirectly in Japan or to any resident of Japan, Japan except pursuant to any an exemption from the registration requirements of the Securities of, and Exchange Law available thereunder and otherwise in compliance with the FIEA and other relevant laws and regulations of Japan. The Securities may As used in this paragraph, “resident of Japan” means any person resident in Japan, including any corporation or other entity organized under the laws of Japan. Each Underwriter acknowledges that the prospectus supplement and the accompanying Base Prospectus have not been and will not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Securities may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder. The prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, each Underwriter represents, warrants and agrees that it has not offered or sold any notes or caused the notes to be made the subject of an invitation for subscription or purchase and will not offer or sell any notes or cause the notes to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, the prospectus supplement and the accompanying Base Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchasenotes, whether directly or indirectly, to persons any person in Singapore other than (i) to an institutional investor under (as defined in Section 4A of the SFA) pursuant to Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant personperson (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 257(1A)275(1A) of the SFA, and in accordance with the conditions, conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Whether Where the Securities notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures, and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Securities under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.:

Appears in 3 contracts

Sources: Pricing Agreement (Barclays PLC), Pricing Agreement (Barclays PLC), Pricing Agreement (Barclays PLC)

Japan. The Offered Securities have not been and will not be registered under the Securities Financial Instruments and Exchange Act Law of JapanJapan (Act no. 25 of 1948, as amended, the “FIEA”), and each of the Underwriters and each of its affiliates Reselling Purchaser has represented and agreed that it has not offered or sold, and it will not offer or sellnot, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell the Offered Securities in Japan or to, or for the benefit of, any “resident” of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Securities in Foreign Exchange and Foreign Trade Control Law no. 228 of 1949, as amended), or to residents of Japan or to any persons others for reoffering re-offering or resale, directly or indirectly indirectly, in Japan or to or for the benefit of any resident of in Japan, except pursuant to any an exemption from the registration requirements of the Securities of, and Exchange Law available thereunder and otherwise in compliance with with, the FIEA and any other relevant laws applicable laws, regulations and regulations ministerial guidelines of Japan. The Securities may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to Each Reselling Purchaser has acknowledged that the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Securities may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder. The prospectus supplement has and the accompanying prospectus have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, each Reselling Purchaser has represented and agreed that it has not offered or sold any Offered Securities or caused the Offered Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Offered Securities or cause the Offered Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, the prospectus supplement and the accompanying prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchaseOffered Securities, whether directly or indirectly, to persons any person in Singapore other than (i) to an institutional investor under (as defined in Section 274 4A of the Securities and Futures ActAct 2001 of Singapore, Chapter 289 of Singapore as modified or amended from time to time (the “SFA”)) pursuant to Section 274 of the SFA, (ii) to a relevant personperson (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 257(1A)275(1A) of the SFA, and in accordance with the conditions, conditions specified in Section 275 of the SFA, SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Whether Where the Offered Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures, and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Securities under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.:

Appears in 2 contracts

Sources: Purchase Agreement (TotalEnergies Capital), Purchase Agreement (TotalEnergies Capital)

Japan. The Securities Each Dealer understands, acknowledges and agrees that the Covered Bonds have not been and will not be registered under the Securities Financial Instruments and Exchange Law Act of JapanJapan (Act No. 25 of 1948, as amended, the “Financial Instruments and Exchange Law”) and each of the Underwriters Dealers represents and each of its affiliates has represented and agreed agrees that it has not offered or sold, and it will not offer or sellsell any Covered Bonds, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Securities Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949, as amended) and which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to residents of Japan or to any persons others for reoffering re-offering or resale, directly or indirectly indirectly, in Japan or to any to, or for the benefit of, a resident of Japan, except pursuant to any an exemption from the registration requirements of of, and otherwise in compliance with, the Securities Financial Instruments and Exchange Law available thereunder and in compliance with the any other relevant laws laws, regulations and regulations ministerial guidelines of Japan. The Securities may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to Each Dealer acknowledges that the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Securities may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder. The prospectus supplement Prospectus has not been and will not be registered as a prospectus with the Monetary Authority of Singapore. AccordinglyEach Dealer represents and agrees that it has not offered or sold and will not offer or sell Covered Bonds or circulate or distribute the Base Prospectus, the prospectus supplement and Prospectus or any other document or other material in connection with relating to the offer or saleCovered Bonds, or invitation for subscription or purchase, of the Securities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether either directly or indirectly, to persons any person in Singapore other than than: (i) to an institutional investor under or other person specified in Section 274 of the Securities and Futures Act, Chapter 289 Act (Cap. 289) of Singapore (the “SFASingapore Securities and Futures Act”), ; (ii) to a relevant person, person under Section 275(1) of the Singapore Securities and Futures Act or to any person pursuant to Section 257(1A)275(1A) of the Singapore Securities and Futures Act, and in accordance with the conditions, conditions specified in Section 275 of the SFA, Singapore Securities and Futures Act; or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFASingapore Securities and Futures Act. Whether Each Dealer acknowledges and agrees that the Prospectus and any other documents or materials in relation to the issue, offering or sale of the Covered Bonds are made available to the recipients thereof in Singapore solely on the basis that they are persons falling within the ambit of Section 274 and/or Section 275 of the Singapore Securities and Futures Act and may not be relied upon by any other person. Each Dealer acknowledges and agrees that where the Covered Bonds are subscribed or purchased under Section 275 of the Singapore Securities and Futures Act by a relevant person which who is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures, and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Securities under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.:

Appears in 2 contracts

Sources: Dealership Agreement, Dealership Agreement

Japan. The Designated Securities have not been and will not be registered under the Securities Financial Instruments and Exchange Law Act of JapanJapan (Act No. 25 of 1948, as amended; the “FIEA”) and each of the Underwriters and each of its affiliates underwriter has represented and agreed that it has not offered or sold, sold and it will not offer or sellsell any Designated Securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Securities in Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949, as amended)), or to residents of Japan or to any persons others for reoffering re-offering or resale, directly or indirectly indirectly, in Japan or to any to, or for the benefit of, a resident of Japan, except pursuant to any an exemption from the registration requirements of the Securities of, and Exchange Law available thereunder and otherwise in compliance with with, the FIEA and any other relevant laws applicable laws, regulations and regulations ministerial guidelines of Japan. The Securities may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to This Prospectus Supplement and the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Securities may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder. The prospectus supplement has accompanying Prospectus have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this Prospectus Supplement, the prospectus supplement accompanying Prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated Securities may not be circulated or distributed, nor may the Designated Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant personperson pursuant to Section 275(1), or any person pursuant to Section 257(1A275(1A), and in accordance with the conditions, conditions specified in Section 275 275, of the SFA, SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Whether Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is: (a) a corporation (which is not an accredited investorinvestor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, shares, debentures, and units securities (as defined in Section 239(1) of shares and debentures the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for six transferred within 6 months after that corporation or that trust has acquired the Designated Securities pursuant to an offer made under Section 275 of the SFA except: (1) to an institutional investor under or to a relevant person defined in Section 274 275(2) of the SFA, or (in the case of a corporation) where the transfer arises from an offer referred to in Section 276(3)(i)(B) of the SFA or (in the case of a trust) where the transfer arises from an offer referred to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 276(4)(i)(B) of the SFA; (2) where no consideration is or will be given for the transfer; or (3) where the transfer is by operation of law; (4) as specified in Section 276(7) of the SFA; or (5) as specified in Regulation 32 of the Securities and Futures (Offers of Investments)(Shares and Debentures) Regulations 2005 of Singapore.

Appears in 2 contracts

Sources: Pricing Agreement (Anheuser-Busch InBev SA/NV), Pricing Agreement (Anheuser-Busch InBev S.A.)

Japan. The Securities notes have not been and will not be registered under the Securities and Exchange Law of Japan, and as amended, (Law No. 25 of 1948; the “SEL”) and, accordingly, each of the Underwriters and each of its affiliates agent has represented and agreed that it has not offered or sold, and it will not offer or sell, any notes, directly or indirectly, any of the Securities in or to residents of Japan or to or for the account or benefit of, any persons Japanese Person, or to or for reoffering the account or benefit of, others for re-offering or resale, directly or indirectly in Japan or to or for the account or benefit of, any resident of JapanJapanese Person, except pursuant to any an exemption from the registration requirements of the Securities of, and Exchange Law available thereunder and otherwise in compliance with with, the SEL and any other relevant applicable laws and regulations and governmental guidelines of Japan which are in effect at the relevant time. For the purposes of this paragraph “Japanese Person” shall mean any person resident in Japan, including any corporation or other entity organized under the laws of Japan. The Securities may Hong Kong Each agent has represented and agreed that it (I) has not be offered or sold and will not offer or sell in Hong Kong, by means of any document document, any notes other than (A) to persons whose ordinary business is to buy “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules under that Ordinance or sell shares or debentures, whether as principal or agent, or (B) in circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance and (ii) it has not issued, or had in its possession for the Companies Ordinance (Cap. 32) purposes of Hong Kongissue, and no will not issue or have in its possession for the purposes of issue, any advertisement, invitation or document relating to the Securities may be issuednotes, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are or are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Securities notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder. The prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the prospectus supplement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to Section 257(1A), and in accordance with the conditions, specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Whether the Securities are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures, and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Securities under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.

Appears in 2 contracts

Sources: Selling Agency Agreement (Nordic Investment Bank), Selling Agency Agreement (Nordic Investment Bank)

Japan. The Designated Securities have not been and will not be registered under the Securities Financial Instruments and Exchange Law Act of JapanJapan (Act No. 25 of 1948, as amended; the “FIEA”) and each of the Underwriters and each of its affiliates underwriter has represented and agreed that it has not offered or sold, sold and it will not offer or sellsell any Designated Securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Securities in Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949, as amended)), or to residents of Japan or to any persons others for reoffering re-offering or resale, directly or indirectly indirectly, in Japan or to any to, or for the benefit of, a resident of Japan, except pursuant to any an exemption from the registration requirements of the Securities of, and Exchange Law available thereunder and otherwise in compliance with with, the FIEA and any other relevant laws applicable laws, regulations and regulations ministerial guidelines of Japan. The Securities may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to This Prospectus Supplement and the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Securities may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder. The prospectus supplement accompanying Prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this Prospectus Supplement, the prospectus supplement accompanying Prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated Securities may not be circulated or distributed, nor may the Designated Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant personperson pursuant to Section 275(1), or any person pursuant to Section 257(1A275(1A), and in accordance with the conditions, specified in Section 275 of the SFA, SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Whether Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is: (a) a corporation (which is not an accredited investorinvestor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, shares, debentures, and units securities (as defined in Section 239(1) of shares and debentures the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for six transferred within 6 months after that corporation or that trust has acquired the Designated Securities pursuant to an offer made under Section 275 of the SFA except: (1) to an institutional investor under or to a relevant person defined in Section 274 275(2) of the SFA, or (in the case of a corporation) where the transfer arises from an offer referred to in Section 276(3)(i)(B) of the SFA or (in the case of a trust) where the transfer arises from an offer referred to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 276(4)(i)(B) of the SFA; (2) where no consideration is or will be given for the transfer; or (3) where the transfer is by operation of law; (4) as specified in Section 276(7) of the SFA; or (5) as specified in Regulation 32 of the Securities and Futures (Offers of Investments)(Shares and Debentures) Regulations 2005 of Singapore.

Appears in 2 contracts

Sources: Pricing Agreement (Anheuser-Busch InBev Worldwide Inc.), Pricing Agreement (Anheuser-Busch InBev Worldwide Inc.)

Japan. The Securities have not been and will not be registered under the Securities and Exchange Law of Japan, Japan and each of the Underwriters and each of its affiliates has represented and agreed that it has not offered or sold, and it will not offer or sell, directly or indirectly, any of the Securities in or to residents of Japan or to any persons for reoffering or resale, directly or indirectly in Japan or to any resident of Japan, except pursuant to any exemption from the registration requirements requirement of the Securities and Exchange Law available thereunder and in compliance with the other relevant laws and regulations of Japan. The Securities may Each Underwriter has represented and agreed that (a) it has not be offered or sold and will not offer or sell in Hong Kong, by means of any document document, any Securities, other than to persons whose ordinary business it is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Securities may be issued, whether in Hong Kong or elsewhere, which (b) unless it is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if a person permitted to do so under the securities laws of Hong Kong) , it has not issued or had in its possession for the purpose of issue, and will not issue or have in its possession for the purpose of issue, in Hong Kong, any advertisement, invitation, or document relating to the Securities, other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or to be disposed of in Hong Kong only to “professional investors” within persons whose business involves the meaning acquisition, disposal or holding of securities whether as principal or agent. Each Underwriter represents and agrees that it has not offered or sold and will not offer or sell any of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder. The prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore. AccordinglySecurities, nor will it circulate or distribute the prospectus supplement and or any other offering document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchaseSecurities, whether directly or indirectly, to persons the public or any member of the public in Singapore other than (iI) to an institutional investor under or other person specified in Section 274 106C of the Securities and Futures Companies Act, Chapter 289 50 of Singapore (the “SFASingapore Companies Act”), (iiII) to a relevant person, or any person pursuant to Section 257(1A), and sophisticated investor in accordance with the conditions, conditions specified in Section 275 106D of the SFA, Singapore Companies Act or (iiiIII) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision provisions of the SFA. Whether the Securities are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures, and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Securities under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of lawSingapore Companies Act.

Appears in 2 contracts

Sources: Underwriting Agreement (SBC Communications Inc), Underwriting Agreement (SBC Communications Inc)

Japan. The Securities have not been and will not be registered under the Securities and Exchange Law of Japan, and each of the Underwriters and each of its affiliates has represented and agreed that it has not offered or sold, and it will not offer or sell, directly or indirectly, any of the Securities in or to residents of Japan or to any persons for reoffering or resale, directly or indirectly in Japan or to any resident of Japan, except pursuant to any exemption from the registration requirements of the Securities and Exchange Law available thereunder and in compliance with the other relevant laws and regulations of Japan. The Securities may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Securities may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder. The prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the prospectus supplement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to Section 257(1A), and in accordance with the conditions, specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Whether the Securities are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures, and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Securities under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law. Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the SFA, we have determined, and hereby notify all relevant persons (as defined in Section 309A of the SFA) that the Securities are “prescribed capital markets products” (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

Appears in 1 contract

Sources: Underwriting Agreement (At&t Inc.)

Japan. The Securities have not been and will not be registered under the Securities and Exchange Law of Japan, and each of the Underwriters and each of its affiliates has represented and agreed that it has not offered or sold, and it will not offer or sell, directly or indirectly, any of the Securities in or to residents of Japan or to any persons for reoffering or resale, directly or indirectly in Japan or to any resident of Japan, except pursuant to any exemption from the registration requirements of the Securities and Exchange Law available thereunder and in compliance with the other relevant laws and regulations of Japan. The Securities may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Securities may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder. The prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the prospectus supplement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to Section 257(1A), and in accordance with the conditions, specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Whether the Securities are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures, and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Securities under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law. ISSUER: AT&T Inc. (“AT&T”) TITLE OF SECURITIES: 4.250% Global Notes due 2043 (the “Notes”) TRADE DATE: May 8, 2013 SETTLEMENT DATE: May 15, 2013 (T+5) MATURITY DATE: June 1, 2043 AGGREGATE PRINCIPAL AMOUNT OFFERED: £1,000,000,000 REFERENCE GOVERNMENT SECURITY: GBP 4.50% due December 2042 REFERENCE GOVERNMENT PRICE/RATE: 127.850 / 3.062% REOFFER SPREAD TO GOVERNMENT SECURITY: +118 bps PRICE TO PUBLIC (ISSUE PRICE): 99.377% SEMI ANNUAL REOFFER YIELD 4.242% ANNUAL REOFFER YIELD: 4.287% FEES: 60 bps ALL-IN YIELD: 4.323% PRICE TO AT&T: 98.777% NET PROCEEDS: £987,770,000 USE OF PROCEEDS: General corporate purposes, including the repayment of maturing debt. UNDERWRITERS’ REIMBURSEMENT OF AT&T’S EXPENSES: Underwriters to reimburse $800,000 of AT&T’s expenses INTEREST RATE: 4.250% per annum INTEREST PAYMENT DATE: Annually on June 1, commencing on June 1, 2014 DENOMINATIONS: Minimum of £100,000 and integral multiples of £1,000 in excess thereof.

Appears in 1 contract

Sources: Underwriting Agreement (At&t Inc.)

Japan. The Securities have not been and will not be registered under the Securities and Exchange Law of Japan, and each of the Underwriters and each of its affiliates has represented and agreed that it has not offered or sold, and it will not offer or sell, directly or indirectly, any of the Securities in or to residents of Japan or to any persons for reoffering or resale, directly or indirectly in Japan or to any resident of Japan, except pursuant to any exemption from the registration requirements of the Securities and Exchange Law available thereunder and in compliance with the other relevant laws and regulations of Japan. The Securities may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Securities may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder. The prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the prospectus supplement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to Section 257(1A), and in accordance with the conditions, specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Whether the Securities are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures, and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Securities under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law. ISSUER: AT&T Inc. (“AT&T”) TITLE OF SECURITIES: Floating Rate Global Notes due 2020 (the “Notes”) TRADE DATE: July 30, 2018 SETTLEMENT DATE (T+4): ▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ DATE: August 3, 2020 AGGREGATE PRINCIPAL AMOUNT OFFERED: €2,250,000,000 PRICE TO PUBLIC (ISSUE PRICE): 100.200% GROSS SPREAD: 0.150% PRICE TO AT&T: 100.050% NET PROCEEDS: €2,251,125,000 USE OF PROCEEDS: General corporate purposes. UNDERWRITERS’ REIMBURSEMENT OF AT&T’S EXPENSES: Underwriters to reimburse $750,000 of AT&T’s expenses. INTEREST RATE: Applicable EURIBOR Rate (based on the three-month EURIBOR) plus 40 basis points. The interest rate on the Notes will in no event be lower than zero.

Appears in 1 contract

Sources: Underwriting Agreement (At&t Inc.)

Japan. The Designated Securities have not been and will not be registered under the Securities Financial Instruments and Exchange Law Act of JapanJapan (Act No. 25 of 1948, as amended; the “FIEA”) and each of the Underwriters and each of its affiliates underwriter has represented and agreed that it has not offered or sold, sold and it will not offer or sellsell any Designated Securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Securities in Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949, as amended)), or to residents of Japan or to any persons others for reoffering re-offering or resale, directly or indirectly indirectly, in Japan or to any to, or for the benefit of, a resident of Japan, except pursuant to any an exemption from the registration requirements of the Securities of, and Exchange Law available thereunder and otherwise in compliance with with, the FIEA and any other relevant laws applicable laws, regulations and regulations ministerial guidelines of Japan. The Securities may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to This Prospectus Supplement and the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Securities may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder. The prospectus supplement has accompanying Prospectus have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this Prospectus Supplement, the prospectus supplement accompanying Prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated Securities may not be circulated or distributed, nor may the Designated Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant personperson pursuant to Section 275(1), or any person pursuant to Section 257(1A275(1A), and in accordance with the conditions, specified conditionsspecified in Section 275 of the SFA, SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Whether Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is: (a) a corporation (which is not an accredited investorinvestor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, shares, debentures, and units securities (as defined in Section 239(1) of shares and debentures the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for six transferred within 6 months after that corporation or that trust has acquired the Designated Securities pursuant to an offer made under Section 275 of the SFA except: (1) to an institutional investor under or to a relevant person defined in Section 274 275(2) of the SFA, or (in the case of a corporation) where the transfer arises from an offer referred to in Section 276(3)(i)(B) of the SFA or (in the case of a trust) where the transfer arises from an offer referred to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 276(4)(i)(B) of the SFA; (2) where no consideration is or will be given for the transfer; or (3) where the transfer is by operation of law; (4) as specified in Section 276(7) of the SFA; or (5) as specified in Regulation 32 of the Securities and Futures (Offers of Investments)(Shares and Debentures) Regulations 2005 of Singapore.

Appears in 1 contract

Sources: Underwriting Agreement (Brandbev S.a r.l.)

Japan. The Designated Securities have not been and will not be registered under the Securities Financial Instruments and Exchange Law Act of JapanJapan (Act No. 25 of 1948, as amended; the “FIEA”) and each of the Underwriters and each of its affiliates underwriter has represented and agreed that it has not offered or sold, sold and it will not offer or sellsell any Designated Securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Securities in Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949, as amended)), or to residents of Japan or to any persons others for reoffering re-offering or resale, directly or indirectly indirectly, in Japan or to any to, or for the benefit of, a resident of Japan, except pursuant to any an exemption from the registration requirements of the Securities of, and Exchange Law available thereunder and otherwise in compliance with with, the FIEA and any other relevant laws applicable laws, regulations and regulations ministerial guidelines of Japan. The Securities may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to This Prospectus Supplement and the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Securities may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder. The prospectus supplement has accompanying Prospectus have not been registered as a prospectus Prospectus with the Monetary Authority of Singapore. Accordingly, this Prospectus Supplement, the prospectus supplement accompanying Prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated Securities may not be circulated or distributed, nor may the Designated Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant personperson pursuant to Section 275(1), or any person pursuant to Section 257(1A275(1A), and in accordance with the conditions, specified in Section 275 of the SFA, SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Whether Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is: (a) a corporation (which is not an accredited investorinvestor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, shares, debentures, and units securities (as defined in Section 239(1) of shares and debentures the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for six transferred within 6 months after that corporation or that trust has acquired the Designated Securities pursuant to an offer made under Section 275 of the SFA except: (1) to an institutional investor under or to a relevant person defined in Section 274 275(2) of the SFA, or (in the case of a corporation) where the transfer arises from an offer referred to in Section 276(3)(i)(B) of the SFA or (in the case of a trust) where the transfer arises from an offer referred to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 276(4)(i)(B) of the SFA; (2) where no consideration is or will be given for the transfer; or (3) where the transfer is by operation of law; or (4) as specified in Section 276(7) of the SFA; or (5) as specified in Regulation 32 of the Securities and Futures (Offers of Investments)(Shares and Debentures) Regulations 2005 of Singapore.

Appears in 1 contract

Sources: Pricing Agreement (Anheuser-Busch InBev S.A.)

Japan. The Securities have not been and will not be registered under the Securities Financial Instruments and Exchange Law Act of Japan, Japan (the “FIEA”) and accordingly each of the Underwriters and each of its affiliates Underwriter has represented and agreed that it has not offered or sold, sold and it will not offer or sellsell any Securities, directly or indirectly, in Japan or to, or for the account or benefit of, any of the Securities in or to residents resident of Japan (which term as used herein means any person resident in Japan, including any corporation or to any persons other entity organized under the laws of Japan), or to, or for reoffering the account or benefit of, others for re-offering or resale, directly or indirectly indirectly, in Japan or to to, or for the account or benefit of, any resident of Japan, except pursuant to any an exemption from the registration requirements of the Securities of, and Exchange Law available thereunder and otherwise in compliance with with, the FIEA and any other relevant laws applicable laws, regulations and regulations ministerial guidelines of Japan. The Securities may This prospectus supplement and the accompanying prospectus have not been and will not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether registered as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Securities may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so a prospectus under the securities laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance Act, Chapter 289 of Singapore (Cap. 571the “SFA”) of Hong Kong and any rules made thereunder. The prospectus supplement has not been registered as a prospectus with by the Monetary Authority of Singapore, and the offer of the Securities in Singapore is made primarily pursuant to the exemptions under Sections 274 and 275 of the SFA. Accordingly, the this prospectus supplement and the accompanying prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons any person in Singapore other than (i) to an institutional investor under as defined in Section 4A of the SFA (an “Institutional Investor”) pursuant to Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to an accredited investor as defined in Section 4A of the SFA (an “Accredited Investor”) or other relevant person as defined in Section 275(2) of the SFA (a relevant person“Relevant Person”) and pursuant to Section 275(1) of the SFA, or to any person pursuant to an offer referred to in Section 257(1A)275(1A) of the SFA, and in accordance with the conditions, specified in Section 275 of the SFASFA and (where applicable) Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018, or (iii) otherwise pursuant to, and in accordance with with, the conditions of, any other applicable exemption or provision of the SFA. Whether It is a condition of the offer that where the Securities are subscribed for or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures, and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Securities under Section 275 except: (1) pursuant to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and offer made in accordance with the conditions, specified in reliance on Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) SFA by operation of law.a Relevant Person which is:

Appears in 1 contract

Sources: Underwriting Agreement (Walgreens Boots Alliance, Inc.)

Japan. The Securities have not been and will not be registered under the Securities and Exchange Law of Japan, and each of the Underwriters and each of its affiliates has represented and agreed that it has not offered or sold, and it will not offer or sell, directly or indirectly, any of the Securities in or to residents of Japan or to any persons for reoffering or resale, directly or indirectly indirectly, in Japan or to any resident of Japan, except pursuant to any exemption from the registration requirements of the Securities and Exchange Law available thereunder and in compliance with the other relevant laws and regulations of Japan. The Securities may not be offered or sold by means of any document other than to persons whose ordinary business it is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Securities may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder. The prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the prospectus supplement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to Section 257(1A), and in accordance with the conditions, specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Whether the Securities are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures, and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six 6 months after that corporation or that trust has acquired the Securities under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.. ISSUER: AT&T Inc.

Appears in 1 contract

Sources: Underwriting Agreement (At&t Inc.)

Japan. The Securities have not been and will not be registered under the Securities and Exchange Law of Japan, and each of the Underwriters and each of its affiliates has represented and agreed that it has not offered or sold, and it will not offer or sell, directly or indirectly, any of the Securities in or to residents of Japan or to any persons for reoffering or resale, directly or indirectly in Japan or to any resident of Japan, except pursuant to any exemption from the registration requirements of the Securities and Exchange Law available thereunder and in compliance with the other relevant laws and regulations of Japan. The Securities may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Securities may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder. The prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the prospectus supplement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to Section 257(1A), and in accordance with the conditions, specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Whether the Securities are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures, and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Securities under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.. Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the SFA, we have determined, and hereby notify all relevant persons (as defined in Section 309A of the SFA) that the Securities are “prescribed capital markets products” (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products). The Securities may be sold only to purchasers in the provinces of Alberta, British Columbia, Nova Scotia, Ontario, Quebec and Saskatchewan purchasing or deemed to be purchasing, as principal that (a) are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions and, if such purchasers are resident in the Province of Ontario, subsection 73.3(1) of the Securities Act (Ontario), (b) are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, and (c) are not individuals. 48,000,000 Depositary Shares, Each Representing a 1/1000th Interest in a Share of 5.000% Perpetual Preferred Stock, Series A ISSUER: AT&T Inc.

Appears in 1 contract

Sources: Underwriting Agreement (At&t Inc.)

Japan. The Designated Securities have not been and will not be registered under the Securities Financial Instruments and Exchange Law Act of JapanJapan (Act No. 25 of 1948, as amended; the “FIEA”) and each of the Underwriters and each of its affiliates underwriter has represented and agreed that it has not offered or sold, sold and it will not offer or sellsell any Designated Securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Securities in Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949, as amended)), or to residents of Japan or to any persons others for reoffering re-offering or resale, directly or indirectly indirectly, in Japan or to any to, or for the benefit of, a resident of Japan, except pursuant to any an exemption from the registration requirements of the Securities of, and Exchange Law available thereunder and otherwise in compliance with with, the FIEA and any other relevant laws applicable laws, regulations and regulations ministerial guidelines of Japan. The Securities may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to This Prospectus Supplement and the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Securities may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder. The prospectus supplement has accompanying Prospectus have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this Prospectus Supplement, the prospectus supplement accompanying Prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated Securities may not be circulated or distributed, nor may the Designated Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant personperson pursuant to Section 275(1), or any person pursuant to Section 257(1A275(1A), and in accordance with the conditions, conditions specified in Section 275 of the SFA, SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Whether Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is: (a) a corporation (which is not an accredited investorinvestor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, shares, debentures, and units securities (as defined in Section 239(1) of shares and debentures the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for six transferred within 6 months after that corporation or that trust has acquired the Designated Securities pursuant to an offer made under Section 275 of the SFA except: (1) to an institutional investor under or to a relevant person defined in Section 274 275(2) of the SFA, or (in the case of a corporation) where the transfer arises from an offer referred to in Section 276(3)(i)(B) of the SFA or (in the case of a trust) where the transfer arises from an offer referred to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 276(4)(i)(B) of the SFA; (2) where no consideration is or will be given for the transfer; or (3) where the transfer is by operation of law; (4) as specified in Section 276(7) of the SFA; or (5) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

Appears in 1 contract

Sources: Underwriting Agreement (Brandbev S.a r.l.)

Japan. The Securities notes have not been and will not be registered under the Securities Financial Instruments and Exchange Law Act of JapanJapan (Act No. 25 of 1948, as amended, the “FIEA”). Accordingly, each Underwriter represents and each of the Underwriters and each of its affiliates has represented and agreed agrees that it has not offered or sold, sold and undertakes that it will not offer or sellsell any notes directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan or to others for re-offering or resale, directly or indirectly, any of the Securities in or to residents of Japan or to any persons for reoffering or resale, directly or indirectly in Japan or to to, or for the benefit of, any resident of Japan, Japan except pursuant to any an exemption from the registration requirements of the Securities of, and Exchange Law available thereunder and otherwise in compliance with the FIEA and other relevant laws and regulations of Japan. The Securities may As used in this paragraph, “resident of Japan” means any person resident in Japan, including any corporation or other entity organized under the laws of Japan. Each Underwriter acknowledges that the prospectus supplement and the accompanying Base Prospectus have not been and will not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Securities may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder. The prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, each Underwriter represents, warrants and agrees that it has not offered or sold any notes or caused the notes to be made the subject of an invitation for subscription or purchase and will not offer or sell any notes or cause the notes to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, the prospectus supplement and the accompanying Base Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchasenotes, whether directly or indirectly, to persons any person in Singapore other than (i) to an institutional investor under (as defined in Section 4A of the SFA) pursuant to Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), SFA or (ii) to a relevant person, or any person an accredited investor (as defined in Section4A of the SFA) pursuant to Section 257(1A), and in accordance with the conditions, conditions specified in Section 275 of the SFA. The offering, sale, resale and distribution of the Designated Securities have not been and will not be approved by or registered with the Financial Supervisory Commission of Taiwan (“FSC”), Securities and Futures Bureau (“SFB”) under the FSC, other regulatory authority, or authorized organization in Taiwan, the Republic of China (iii“Taiwan”) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Whether the Securities are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures, and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Securities under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1Athe applicable securities/financial laws, and/or any regulatory rules or rulings (“applicable laws”), and thus the Designated Securities cannot be offered, sold, resold or distributed in accordance Taiwan. Each Underwriter represents, warrants and agrees with the conditionsCompany that it has not offered, specified sold, resold, distributed or otherwise made available and will not offer, sell, resell, distribute or otherwise make available any Designated Securities within Taiwan through a public offering, private placement, sale, distribution, or in Section 275 circumstances which constitute an offer, private placement, sale, or distribution under any of the SFA; (2) where applicable laws that requires a notification, registration or filing with or the approval of the FSC, SFB, other regulatory authority, and/or authorized organization of Taiwan. Each Underwriter further represents, warrants and agrees with the Company that no consideration person or entity in Taiwan is given for authorized to offer, solicit, market, sell, resell, distribute, or otherwise make available any Designated Securities or the transfer; or (3) by operation provision of lawinformation relating to the prospectus supplement and the Base Prospectus.

Appears in 1 contract

Sources: Pricing Agreement (Barclays PLC)

Japan. The Securities have not been and will not be registered under the Securities and Exchange Law of Japan, and each of the Underwriters and each of its affiliates has represented and agreed that it has not offered or sold, and it will not offer or sell, directly or indirectly, any of the Securities in or to residents of Japan or to any persons for reoffering or resale, directly or indirectly in Japan or to any resident of Japan, except pursuant to any exemption from the registration requirements of the Securities and Exchange Law available thereunder and in compliance with the other relevant laws and regulations of Japan. The Securities may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Securities may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder. The prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the prospectus supplement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to Section 257(1A), and in accordance with the conditions, specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Whether the Securities are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures, and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Securities under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.. ISSUER: AT&T Inc. (“AT&T”) TITLE OF SECURITIES: 2.850% Global Notes due 2024 (the “2024 Notes”) 4.850% Global Notes due 2047 (the “2047 Notes”) TRADE DATE: May 17, 2017 SETTLEMENT DATE: May 30, 2017 MATURITY DATE: May 25, 2024 for the 2024 Notes May 25, 2047 for the 2047 Notes AGGREGATE PRINCIPAL AMOUNT OFFERED: CAD$600,000,000 for the 2024 Notes CAD$750,000,000 for the 2047 Notes PRICE TO PUBLIC (ISSUE PRICE): 99.994% for the 2024 Notes 99.359% for the 2047 Notes PRICE TO AT&T: 99.624% for the 2024 Notes 98.859% for the 2047 Notes NET PROCEEDS: CAD$597,744,000 for the 2024 Notes CAD$741,442,500 for the 2047 Notes USE OF PROCEEDS: General corporate purposes. INTEREST RATE: 2.850% per annum for the 2024 Notes 4.850% per annum for the 2047 Notes INTEREST PAYMENT DATES: Semiannually on each May 25 and November 25, in equal installments, commencing on November 25, 2017 for the 2024 Notes and the 2047 Notes. DENOMINATIONS: Minimum of CAD$150,000 and integral multiples of CAD$1,000 thereafter BUSINESS DAY: A business day in The City of New York and Toronto OPTIONAL REDEMPTION: Each series of Notes may be redeemed at any time prior to the applicable Par Call Date (as set forth in the table below), in whole or from time to time in part, at a make-whole call equal to the greater of (i) 100% of the principal amount of the Notes of such series to be redeemed or (ii) a price equal to the price which, if the Notes being redeemed were to be issued at such price on the date of redemption, would provide a yield thereon from the date of redemption to their Par Call Date equal to the Government of Canada Yield plus the applicable Make-Whole Spread (as set forth in the table below), calculated on the third business day preceding the date of redemption of the Notes. Each series of Notes may be redeemed at any time on or after the applicable Par Call Date, in whole or from time in time in part, at a redemption price equal to 100% of the principal amount of such series of Notes to be redeemed. In each case, accrued but unpaid interest will be payable to the redemption date. 2024 Notes March 25, 2024 42.5 bps 2047 Notes November 25, 2046 70 bps

Appears in 1 contract

Sources: Underwriting Agreement (At&t Inc.)

Japan. The Securities have not been and will not be registered under the Securities and Exchange Law of Japan, and each of the Underwriters and each of its affiliates has represented and agreed that it has not offered or sold, and it will not offer or sell, directly or indirectly, any of the Securities in or to residents of Japan or to any persons for reoffering or resale, directly or indirectly in Japan or to any resident of Japan, except pursuant to any exemption from the registration requirements of the Securities and Exchange Law available thereunder and in compliance with the other relevant laws and regulations of Japan. The Securities may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Securities may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder. The prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the prospectus supplement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to Section 257(1A), and in accordance with the conditions, specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Whether the Securities are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures, and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Securities under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.. Solely for the purposes of its obligations pursuant to Sections 309B(1)(a) and 309B(1)(c) of the SFA, AT&T has determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the Securities are “prescribed capital markets products” (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products). The Securities may be sold only to purchasers in the provinces of Alberta, British Columbia, Nova Scotia, Ontario, Quebec and Saskatchewan purchasing or deemed to be purchasing, as principal that are (a) accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions and, if such purchasers are resident in the Province of Ontario, subsection 73.3(1) of the Securities Act (Ontario), (b) permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, and (c) not individuals. ISSUER: AT&T Inc. (“AT&T”) TITLE OF SECURITIES: 1.600% Global Notes due 2028 (the “2028 Notes”), 2.050% Global Notes due 2032 (the “2032 Notes”) and 2.600% Global Notes due 2038 (the “2038 Notes” and, together with the 2028 Notes and the 2032 Notes, the “Notes”) TRADE DATE: May 19, 2020 SETTLEMENT DATE (T+5*): May 27, 2020 MATURITY DATE: May 19, 2028 for the 2028 Notes May 19, 2032 for the 2032 Notes May 19, 2038 for the 2038 Notes AGGREGATE PRINCIPAL AMOUNT OFFERED: 2028 Notes: €1,750,000,000 2032 Notes: €750,000,000 2038 Notes: €500,000,000 REFERENCE EUR MIDSWAP RATE: 2028 Notes: -0.190% 2032 Notes: -0.061% 2038 Notes: 0.054% REOFFER SPREAD TO EUR MIDSWAP: 2028 Notes: +180 bps 2032 Notes: +213 bps 2038 Notes: +255 bps

Appears in 1 contract

Sources: Underwriting Agreement (At&t Inc.)

Japan. The Securities have not been and will not be registered under the Securities and Exchange Law of Japan, and each of the Underwriters and each of its affiliates has represented and agreed that it has not offered or sold, and it will not offer or sell, directly or indirectly, any of the Securities in or to residents of Japan or to any persons for reoffering or resale, directly or indirectly in Japan or to any resident of Japan, except pursuant to any exemption from the registration requirements of the Securities and Exchange Law available thereunder and in compliance with the other relevant laws and regulations of Japan. The Securities may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Securities may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder. The Each underwriter has acknowledged that the prospectus supplement has and the accompanying prospectus have not been registered as a prospectus with the Monetary Authority of SingaporeSingapore (the “MAS”). Accordingly, each underwriter has represented, warranted and agreed that it has not offered or sold any Securities or caused the Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this prospectus supplement and the accompanying prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchaseSecurities, whether directly or indirectly, to persons any person in Singapore other than (i) to an institutional investor under (as defined in Section 274 4A of the Securities and Futures Act, Act (Chapter 289 of Singapore Singapore) (the “SFA”)) pursuant to Section 274 of the SFA, (ii) to a relevant personperson (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 257(1A)275(1A) of the SFA, and in accordance with the conditions, conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Whether Where the Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is: (a) a corporation (which is not an accredited investorinvestor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, shares, debentures, and units securities (as defined in Section 239(1) of shares and debentures the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for transferred within six months after that corporation or that trust has acquired the Securities pursuant to an offer made under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant personperson defined in Section 275(2) of the SFA, or to any person pursuant arising from an offer referred to in Section 275(1A), and in accordance with the conditions, specified in ) or Section 275 276(4)(i)(B) of the SFA; (2) where no consideration is or will be given for the transfer; or (3) where the transfer is by operation of law; (4) as specified in Section 276(7) of the SFA; or (5) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

Appears in 1 contract

Sources: Underwriting Agreement (At&t Inc.)

Japan. The Securities have not been and will not be registered under the Securities and Exchange Law of Japan, and each of the Underwriters and each of its affiliates has represented and agreed that it has not offered or sold, and it will not offer or sell, directly or indirectly, any of the Securities in or to residents of Japan or to any persons for reoffering or resale, directly or indirectly in Japan or to any resident of Japan, except pursuant to any exemption from the registration requirements of the Securities and Exchange Law available thereunder and in compliance with the other relevant laws and regulations of Japan. The Securities may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Securities may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder. The prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the prospectus supplement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to Section 257(1A), and in accordance with the conditions, specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Whether the Securities are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures, and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Securities under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law. Solely for the purposes of its obligations pursuant to Sections 309B(1)(a) and 309B(1)(c) of the SFA, AT&T has determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the Securities are “prescribed capital markets products” (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products). The Securities may be sold only to purchasers in the provinces of Alberta, British Columbia, Nova Scotia, Ontario, Quebec and Saskatchewan purchasing or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions and, if such purchasers are resident in the Province of Ontario, subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. ISSUER: AT&T Inc. (“AT&T”) TITLE OF SECURITIES: 0.250% Global Notes due 2026 (the “2026 Notes”), 0.800% Global Notes due 2030 (the “2030 Notes”) and 1.800% Global Notes due 2039 (the “2039 Notes” and, together with the 2026 Notes and the 2030 Notes, the “Notes”) TRADE DATE: September 4, 2019 SETTLEMENT DATE (T+5): September 11, 2019 MATURITY DATE: March 4, 2026 for the 2026 Notes March 4, 2030 for the 2030 Notes September 14, 2039 for the 2039 Notes AGGREGATE PRINCIPAL AMOUNT OFFERED: 2026 Notes: €1,000,000,000 2030 Notes: €1,250,000,000 2039 Notes: €750,000,000 REFERENCE EUR MIDSWAP RATE: 2026 Notes: -0.451% 2030 Notes: -0.227% 2039 Notes: 0.090% REOFFER SPREAD TO EUR MIDSWAP: 2026 Notes: + 75 bps 2030 Notes: + 105 bps 2039 Notes: + 175 bps REFERENCE GOVERNMENT SECURITY: 2026 Notes: DBR 0.500 due February 15, 2026 2030 Notes: DBR 0.000 due August 15, 2029 2039 Notes: DBR 4.250 due July 4, 2039 REFERENCE GOVERNMENT PRICE: 2026 Notes: 109.16% 2030 Notes: 106.98% 2039 Notes: 195.77% REOFFER SPREAD TO GOVERNMENT SECURITY: 2026 Notes: + 117.4 bps 2030 Notes: + 149.9 bps 2039 Notes: + 222.8 bps PRICE TO PUBLIC (ISSUE PRICE): 2026 Notes: 99.686% 2030 Notes: 99.771% 2039 Notes: 99.335% REOFFER YIELD: 2026 Notes: 0.299% 2030 Notes: 0.823% 2039 Notes: 1.840% FEES: 2026 Notes: 27.5 bps 2030 Notes: 35 bps 2039 Notes: 50 bps PRICE TO AT&T: 2026 Notes: 99.411% 2030 Notes: 99.421% 2039 Notes: 98.835% NET PROCEEDS: 2026 Notes: €994,110,000 2030 Notes: €1,242,762,500 2039 Notes: €741,262,500 USE OF PROCEEDS: AT&T intends to use these proceeds to pay down amounts outstanding under its $3.55 billion term loan credit agreement, dated as of November 20, 2018, with Bank of America, N.A., as agent and its $2.85 billion syndicated term loan credit agreement, dated as of January 31, 2019, with certain investment and commercial banks and Citibank, N.A., as administrative agent. UNDERWRITERS’ REIMBURSEMENT OF AT&T’S EXPENSES: Underwriters to reimburse $1,500,000 of AT&T’s expenses. INTEREST RATE: 2026 Notes: 0.250% per annum 2030 Notes: 0.800% per annum 2039 Notes: 1.800% per annum INTEREST PAYMENT DATES: Annually on March 4, commencing on March 4, 2020, for the 2026 Notes and the 2030 Notes. Annually on September 14, commencing on September 14, 2020, for the 2039 Notes. DENOMINATIONS: Minimum of €100,000 and integral multiples of €1,000 in excess thereof.

Appears in 1 contract

Sources: Underwriting Agreement (At&t Inc.)

Japan. The Securities notes have not been and will not be registered under the Securities Financial Instruments and Exchange Law Act of JapanJapan (Act No. 25 of 1948, as amended, the “FIEA”). Accordingly, each Underwriter represents and each of the Underwriters and each of its affiliates has represented and agreed agrees that it has not offered or sold, sold and undertakes that it will not offer or sellsell any notes directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan or to others for re-offering or resale, directly or indirectly, any of the Securities in or to residents of Japan or to any persons for reoffering or resale, directly or indirectly in Japan or to to, or for the benefit of, any resident of Japan, Japan except pursuant to any an exemption from the registration requirements of the Securities of, and Exchange Law available thereunder and otherwise in compliance with the FIEA and other relevant laws and regulations of Japan. The Securities may As used in this paragraph, “resident of Japan” means any person resident in Japan, including any corporation or other entity organized under the laws of Japan. Each Underwriter acknowledges that the prospectus supplement and the accompanying Base Prospectus have not been and will not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Securities may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder. The prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, each Underwriter represents, warrants and agrees that it has not offered or sold any notes or caused the notes to be made the subject of an invitation for subscription or purchase and will not offer or sell any notes or cause the notes to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, the prospectus supplement and the accompanying Base Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchasenotes, whether directly or indirectly, to persons any person in Singapore other than (i) to an institutional investor under (as defined in Section 274 4A of the Securities and Futures Act, Chapter 289 Act 2001 of Singapore (the “SFA”), ) pursuant to Section 274 of the SFA or (ii) to a relevant person, or any person an accredited investor (as defined in Section 4A of the SFA) pursuant to Section 257(1A), and in accordance with the conditions, conditions specified in Section 275 of the SFA. The offering, sale, resale and distribution of the Designated Securities have not been and will not be approved by or registered with the Financial Supervisory Commission of Taiwan (“FSC”), Securities and Futures Bureau (“SFB”) under the FSC, other regulatory authority, or authorized organization in Taiwan, the Republic of China (iii“Taiwan”) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Whether the Securities are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures, and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Securities under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1Athe applicable securities/financial laws, and/or any regulatory rules or rulings (“applicable laws”), and thus the Designated Securities cannot be offered, sold, resold or distributed in accordance Taiwan. Each Underwriter represents, warrants and agrees with the conditionsCompany that it has not offered, specified sold, resold, distributed or otherwise made available and will not offer, sell, resell, distribute or otherwise make available any Designated Securities within Taiwan through a public offering, private placement, sale, distribution, or in Section 275 circumstances which constitute an offer, private placement, sale, or distribution under any of the SFA; (2) where applicable laws that requires a notification, registration or filing with or the approval of the FSC, SFB, other regulatory authority, and/or authorized organization of Taiwan. Each Underwriter further represents, warrants and agrees with the Company that no consideration person or entity in Taiwan is given for authorized to offer, solicit, market, sell, resell, distribute, or otherwise make available any Designated Securities or the transfer; or (3) by operation provision of lawinformation relating to the prospectus supplement and the Base Prospectus.

Appears in 1 contract

Sources: Pricing Agreement (Barclays PLC)

Japan. The Securities have not been and will not be registered under the Securities and Exchange Law of Japan, and each of the Underwriters and each of its affiliates has represented and agreed that it has not offered or sold, and it will not offer or sell, directly or indirectly, any of the Securities in or to residents of Japan or to any persons for reoffering or resale, directly or indirectly in Japan or to any resident of Japan, except pursuant to any exemption from the registration requirements of the Securities and Exchange Law available thereunder and in compliance with the other relevant laws and regulations of Japan. The Securities may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Securities may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder. The prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the prospectus supplement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to Section 257(1A), and in accordance with the conditions, specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Whether the Securities are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures, and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Securities under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.. Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the SFA, we have determined, and hereby notify all relevant persons (as defined in Section 309A of the SFA) that the Securities are “prescribed capital markets products” (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products). The Securities may be sold only to purchasers in the provinces of Alberta, British Columbia, Nova Scotia, Ontario, Quebec and Saskatchewan purchasing or deemed to be purchasing, as principal that (a) are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions and, if such purchasers are resident in the Province of Ontario, subsection 73.3(1) of the Securities Act (Ontario), (b) are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, and (c) are not individuals. 70,000,000 Depositary Shares, Each Representing a 1/1000th Interest in a Share of 4.750% ISSUER: AT&T Inc.

Appears in 1 contract

Sources: Underwriting Agreement (At&t Inc.)

Japan. The Securities have not been and will not be registered under the Securities and Exchange Law of Japan, and each of the Underwriters and each of its affiliates has represented and agreed that it has not offered or sold, and it will not offer or sell, directly or indirectly, any of the Securities in or to residents of Japan or to any persons for reoffering or resale, directly or indirectly in Japan or to any resident of Japan, except pursuant to any exemption from the registration requirements of the Securities and Exchange Law available thereunder and in compliance with the other relevant laws and regulations of Japan. The Securities may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Securities may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder. The prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the prospectus supplement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to Section 257(1A), and in accordance with the conditions, specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Whether the Securities are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures, and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Securities under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law. ISSUER: AT&T Inc. (“AT&T”) TITLE OF SECURITIES: Floating Rate Global Notes due 2020 (the “Notes”) TRADE DATE: ▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ DATE (T+2): ▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ DATE: January 15, 2020, at par AGGREGATE PRINCIPAL AMOUNT OFFERED: $300,000,000 PRICE TO PUBLIC (ISSUE PRICE): 100.000% GROSS SPREAD: 0.200% PRICE TO AT&T: 99.800% NET PROCEEDS: $299,400,000 USE OF PROCEEDS: General corporate purposes UNDERWRITER’S REIMBURSEMENT OF AT&T’S EXPENSES: Underwriter to reimburse $100,000 of AT&T’s expenses. INTEREST RATE: Three month LIBOR Rate (for first short coupon interest payment date, the rate will be interpolated for the length of such period) plus 65 basis points. INTEREST PAYMENT DATES: Quarterly on each January 15, April 15, July 15 and October 15, commencing April 15, 2017 (short first coupon); provided, however, that if any such interest payment date would fall on a day that is not a LIBOR business day, other than the interest payment date that is also the date of maturity, that interest payment date will be postponed to the next succeeding LIBOR business day, unless the next succeeding LIBOR business day is in the next succeeding calendar month, in which case such interest payment date shall be the immediately preceding LIBOR business day; and provided further, that if the date of maturity is not a LIBOR business day, payment of principal and interest will be made on the next succeeding business day and no interest will accrue for the period from and after such date of maturity.

Appears in 1 contract

Sources: Underwriting Agreement (At&t Inc.)

Japan. The Securities Covered Bonds have not been and will not be registered under the Securities Financial Instruments and Exchange Act of Japan (Law No. 25 of Japan1948, as amended, the “FIEL”). Each Dealer represents and each of the Underwriters and each of its affiliates has represented and agreed agrees that it has not offered or sold, sold and it will not offer or sellsell any Covered Bonds, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Securities in Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949, as amended)), or to residents of Japan or to any persons others for reoffering re-offering or resale, directly or indirectly indirectly, in Japan or to any or for the benefit of, a resident of Japan, except pursuant to any an exemption from the registration requirements of the Securities of, and Exchange Law available thereunder and otherwise in compliance with with, the FIEL and any other relevant laws applicable laws, regulations and regulations ministerial guidelines of Japan. The Securities may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to Each Dealer acknowledges that the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Securities may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder. The prospectus supplement Prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the prospectus supplement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFASecurities and Futures Act”). Each Dealer represents, warrants and agrees that the Covered Bonds may not be offered or sold or made the subject of an invitation for subscription or purchase nor may the Prospectus or any other document or material in connection with the offer or sale or invitation for subscription or purchase of any Covered Bonds be circulated or distributed, whether directly or indirectly, to any person in Singapore other than (a) to an institutional investor pursuant to Section 274 of the Securities and Futures Act, (iib) to a relevant person, person under Section 275(1) of the Securities and Futures Act or to any person pursuant to Section 257(1A)275(1A) of the Securities and Futures Act, and in accordance with the conditions, conditions specified in Section 275 of the SFA, Securities and Futures Act or (iiic) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFASecurities and Futures Act. Whether Where the Securities Covered Bonds are subscribed or purchased under Section 275 of the Securities and Futures Act by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures, and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Securities under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.:

Appears in 1 contract

Sources: Dealership Agreement

Japan. The Securities have not been and will not be registered under the Securities and Exchange Law of Japan, and each of the Underwriters and each of its affiliates has represented and agreed that it has not offered or sold, and it will not offer or sell, directly or indirectly, any of the Securities in or to residents of Japan or to any persons for reoffering or resale, directly or indirectly in Japan or to any resident of Japan, except pursuant to any exemption from the registration requirements of the Securities and Exchange Law available thereunder and in compliance with the other relevant laws and regulations of Japan. The Securities may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Securities may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder. The prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the prospectus supplement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to Section 257(1A), and in accordance with the conditions, specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Whether the Securities are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures, and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Securities under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.. ISSUER: AT&T Inc. TITLE OF SECURITIES: 2.500% Global Notes due 2023 (the “2023 Notes”) and 3.550% Global Notes due 2032 (the “2032 Notes” and, together with the 2023 Notes, the “Notes”) TRADE DATE: ▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ DATE: March 13, 2013 (T+5) MATURITY DATE: March 15, 2023 for the 2023 Notes December 17, 2032 for the 2032 Notes AGGREGATE PRINCIPAL AMOUNT OFFERED: 2023 Notes: €1,250,000,000 2032 Notes: €400,000,000 REOPENING: The 2032 Notes constitute a further issuance of, and will form a single series with, the €1,000,000,000 3.550% Global Notes due 2032 issued on December 17, 2012. REFERENCE EUR MIDSWAP: 2023 Notes: 10-year 2032 Notes: Interpolated 20-year REFERENCE EUR MIDSWAP RATE: 2023 Notes: 1.724% 2032 Notes: 2.323% REOFFER SPREAD TO EUR MIDSWAP: 2023 Notes: 80bps 2032 Notes: 125bps

Appears in 1 contract

Sources: Underwriting Agreement (At&t Inc.)

Japan. The Securities have not been and will not be registered under the Securities and Exchange Law of Japan, and each of the . The Underwriters and each of its affiliates has represented and agreed that it has not offered or sold, and it will not offer or sell, directly or indirectly, any of the Securities in Japan or to residents to, or for the account or benefit of, any resident of Japan or to to, or for the account or benefit of, any persons resident for reoffering or resale, directly or indirectly indirectly, in Japan or to to, or for the account or benefit of, any resident of Japan, Japan except (i) pursuant to any an exemption from the registration requirements of of, or otherwise in compliance with, the Securities and Exchange Law available thereunder of Japan and (ii) in compliance with the other relevant laws and regulations of Japan. The Securities may Prospectus Supplement and accompanying Prospectus relating to this offering have not been and will not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Securities may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder. The prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter has not offered or sold any Securities or caused the prospectus supplement Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchaseSecurities, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to Section 257(1A), and in accordance with the conditions, specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Whether the Securities are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures, and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Securities under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; SFA or (3iii) by operation otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of law.the SFA. Each Underwriter will notify (whether through the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering or otherwise) each of the following relevant persons specified in Section 275 of the SFA which has subscribed or purchased Securities from or through that Underwriter, namely a person which is:

Appears in 1 contract

Sources: Terms Agreement (Citigroup Inc)

Japan. The Securities have not been and will not be registered under the Securities Financial Instruments and Exchange Law Act of Japan, Japan (the “FIEA”) and each of accordingly the Underwriters and each of its affiliates has represented and agreed that it has Securities may not be offered or sold, and it will not offer or sell, directly or indirectly, in Japan or to, or for the account or benefit of, any of the Securities in or to residents resident of Japan (which term as used herein means any person resident in Japan, including any corporation or to any persons other entity organized under the laws of Japan), or to, or for reoffering the account or benefit of, others for re-offering or resale, directly or indirectly indirectly, in Japan or to to, or for the account or benefit of, any resident of Japan, except pursuant to any an exemption from the registration requirements of the Securities of, and Exchange Law available thereunder and otherwise in compliance with with, the FIEA and any other relevant laws applicable laws, regulations and regulations ministerial guidelines of Japan. The Securities may This prospectus supplement and the accompanying prospectus have not been and will not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether registered as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Securities may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so a prospectus under the securities laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance Act 2001 (Cap. 571the “SFA”) of Hong Kong and any rules made thereunder. The prospectus supplement has not been registered as a prospectus with by the Monetary Authority of Singapore, and the offer of the Securities in Singapore is made primarily pursuant to the exemptions under Sections 274 and 275 of the SFA. Accordingly, the this prospectus supplement and the accompanying prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons any person in Singapore other than (i) to an institutional investor under as defined in Section 4A of the SFA (an “Institutional Investor”) pursuant to Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to an accredited investor as defined in Section 4A of the SFA (an “Accredited Investor”) or other relevant person as defined in Section 275(2) of the SFA (a relevant person“Relevant Person”) and pursuant to Section 275(1) of the SFA, or to any person pursuant to an offer referred to in Section 257(1A)275(1A) of the SFA, and in accordance with the conditions, specified in Section 275 of the SFASFA and (where applicable) Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018, or (iii) otherwise pursuant to, and in accordance with with, the conditions of, any other applicable exemption or provision of the SFA. Whether It is a condition of the offer that where the Securities are subscribed for or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures, and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Securities under Section 275 except: (1) pursuant to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and offer made in accordance with the conditions, specified in reliance on Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) SFA by operation of law.a Relevant Person which is:

Appears in 1 contract

Sources: Underwriting Agreement (Walgreens Boots Alliance, Inc.)

Japan. The Securities have not been and will not be registered under the Securities and Exchange Law of Japan, and each of the Underwriters and each of its affiliates has represented and agreed that it has not offered or sold, and it will not offer or sell, directly or indirectly, any of the Securities in or to residents of Japan or to any persons for reoffering or resale, directly or indirectly in Japan or to any resident of Japan, except pursuant to any exemption from the registration requirements of the Securities and Exchange Law available thereunder and in compliance with the other relevant laws and regulations of Japan. The Securities may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Securities may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder. The prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the prospectus supplement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to Section 257(1A), and in accordance with the conditions, specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Whether the Securities are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures, and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Securities under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.. ISSUER: AT&T Inc. (“AT&T”) TITLE OF SECURITIES: 4.000% Global Notes due 2025 (the “2025 Notes”) 5.100% Global Notes due 2048 (the “2048 Notes”) TRADE DATE: ▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ DATE: August 17, 2018 MATURITY DATE: November 25, 2025 for the 2025 Notes November 25, 2048 for the 2048 Notes AGGREGATE PRINCIPAL AMOUNT OFFERED: CAD$1,250,000,000 for the 2025 Notes CAD$750,000,000 for the 2048 Notes PRICE TO PUBLIC (ISSUE PRICE): 99.736% for the 2025 Notes 99.488% for the 2048 Notes PRICE TO AT&T: 99.366% for the 2025 Notes 98.988% for the 2048 Notes NET PROCEEDS: CAD$1,242,075,000 for the 2025 Notes CAD$742,410,000 for the 2048 Notes USE OF PROCEEDS: General corporate purposes. INTEREST RATE: 4.000% per annum for the 2025 Notes 5.100% per annum for the 2048 Notes INTEREST PAYMENT DATES: Semiannually on each May 25 and November 25, in equal installments, commencing on November 25, 2018 for the 2025 Notes and the 2048 Notes. For an interest period that is not a full semi-annual interest period, other than in respect of any regular semi-annual coupon payments, interest will be computed on the basis of a 365-day year and the actual number of days in such interest period (also known as Actual/Actual Canadian Compound Method). DENOMINATIONS: Minimum of CAD$150,000 and integral multiples of CAD$1,000 thereafter BUSINESS DAY: A business day in The City of New York and Toronto OPTIONAL REDEMPTION: Each series of Notes may be redeemed at any time prior to the applicable Par Call Date (as set forth in the table below), in whole or from time to time in part, at a make-whole call equal to the greater of (i) 100% of the principal amount of the Notes of such series to be redeemed or (ii) a price equal to the price which, if the Notes being redeemed were to be issued at such price on the date of redemption, would provide a yield thereon from the date of redemption to their Par Call Date equal to the Government of Canada Yield plus the applicable Make-Whole Spread (as set forth in the table below), calculated on the third business day preceding the date of redemption of the Notes. Each series of Notes may be redeemed at any time on or after the applicable Par Call Date, in whole or from time in time in part, at a redemption price equal to 100% of the principal amount of such series of Notes to be redeemed. In each case, accrued but unpaid interest will be payable to the redemption date. 2025 Notes September 25, 2025 42.5 bps 2048 Notes May 25, 2048 69 bps

Appears in 1 contract

Sources: Underwriting Agreement (At&t Inc.)

Japan. The Securities comply with any other applicable laws and regulations or requirement imposed by CONSOB, the Bank of Italy (including the reporting requirements, where applicable pursuant to Article 129 of the Banking Act and the implementing guidelines of the Bank of Italy, as amended from time to time) and/or any other Italian authority. Each Dealer understands, acknowledges and agrees that the Covered Bonds have not been and will not be registered under the Securities Financial Instruments and Exchange Law Act of JapanJapan (Act No. 25 of 1948, as amended, the “FIEA”) and each of the Underwriters Dealer represents and each of its affiliates has represented and agreed agrees that it has not offered or sold, and it will not offer or sellsell any Covered Bonds, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Securities in Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949, as amended)), or to residents of Japan or to any persons others for reoffering re-offering or resale, directly or indirectly indirectly, in Japan or to any to, or for the benefit of, a resident of Japan, except pursuant to any an exemption from the registration requirements of the Securities of, and Exchange Law available thereunder and otherwise in compliance with with, the FIEA and any other relevant laws applicable laws, regulations and regulations ministerial guidelines of Japan. The Securities may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to Each Dealer acknowledges that the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Securities may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder. The prospectus supplement Prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, Singapore and the prospectus supplement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities may not be circulated or distributed, nor may the Securities Covered Bonds will be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, pursuant to persons in Singapore other than (i) to an institutional investor exemptions under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFASingapore Securities and Futures Act”). Accordingly, the Covered Bonds may not be offered or sold or made the subject of an invitation for subscription or purchase nor may the Prospectus or any other document or material in connection with the offer or sale or invitation for subscription or purchase of any Covered Bonds be circulated or distributed, whether directly or indirectly, to any person in Singapore other than: (iia) to an institutional investor pursuant to Section 274 of the Singapore Securities and Futures Act; (b) to a relevant person, person under Section 275(1) of the Singapore Securities and Futures Act or to any person pursuant to Section 257(1A)275(1A) of the Singapore Securities and Futures Act, and in accordance with the conditions, conditions specified in Section 275 of the SFA, Singapore Securities and Futures Act; or (iiic) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFASingapore Securities and Futures Act. Whether Each Dealer acknowledges and agrees that where the Securities Covered Bonds are subscribed or purchased under Section 275 of the Singapore Securities and Futures Act by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures, and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Securities under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.:

Appears in 1 contract

Sources: Dealership Agreement

Japan. The Securities have not been and will not be registered under the Securities and Exchange Law of Japan, and each of the Underwriters and each of its affiliates has represented and agreed that it has not offered or sold, and it will not offer or sell, directly or indirectly, any of the Securities in or to residents of Japan or to any persons for reoffering or resale, directly or indirectly in Japan or to any resident of Japan, except pursuant to any exemption from the registration requirements of the Securities and Exchange Law available thereunder and in compliance with the other relevant laws and regulations of Japan. The Securities may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Securities may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder. The prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the prospectus supplement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to Section 257(1A), and in accordance with the conditions, specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Whether the Securities are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures, and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Securities under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law. Solely for the purposes of its obligations pursuant to Sections 309B(1)(a) and 309B(1)(c) of the SFA, AT&T has determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the Securities are “prescribed capital markets products” (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products). ISSUER: AT&T Inc. TITLE OF SECURITIES: Fixed Rate Reset Perpetual Preferred Securities, Series B (the “Preferred Securities”) PRICING DATE: February 12, 2020 SETTLEMENT DATE (T+3) February 18, 2020* MATURITY DATE: Perpetual NUMBER OF PREFERRED SECURITIES: 20,000 STATED AMOUNT/LIQUIDATION PREFERENCE: €100,000 per Preferred Security; €2,000,000,000 total PRICE TO PUBLIC (ISSUE PRICE): €100,000 per Preferred Security UNDERWRITING DISCOUNT: €700 per Preferred Security NET PROCEEDS (BEFORE EXPENSES): €99,300 per Preferred Security; €1,986,000,000 total USE OF PROCEEDS: General corporate purposes. UNDERWRITERS’ REIMBURSEMENT OF AT&T’S EXPENSES: $1,200,000 DISTRIBUTION RATES: The Preferred Securities will pay distributions equal to: • from the issue date to, but excluding, May 1, 2025 (the “First Reset Date”): an annual rate equal to 2.875% of the stated amount per Preferred Security; • from and including the First Reset Date to, but excluding, May 1, 2030: an annual rate equal to the 5-year Swap Rate (as defined below) plus 3.140% of the stated amount per Preferred Security; • for each Subsequent Reset Date from and including May 1, 2030 to, but excluding, May 1, 2045: an annual rate equal to the 5-year Swap Rate plus 3.390% of the stated amount per Preferred Security; and • for each Subsequent Reset Date from and after May 1, 2045: an annual rate equal to the 5-year Swap Rate plus 4.140% of the stated amount per Preferred Security.

Appears in 1 contract

Sources: Underwriting Agreement (At&t Inc.)

Japan. The Securities have not been and will not be registered under the Securities and Exchange Law of Japan, and each of the Underwriters and each of its affiliates has represented and agreed that it has not offered or sold, and it . The Underwriter will not offer or sell, directly or indirectly, any of the Securities in Japan or to residents to, or for the account or benefit of, any resident of Japan or to to, or for the account or benefit of any persons resident for reoffering or resale, directly or indirectly indirectly, in Japan or to to, or for the account or benefit of, any resident of Japan, Japan except (i) pursuant to any an exemption from the registration requirements of of, or otherwise in compliance with, the Securities and Exchange Law available thereunder of Japan and (ii) in compliance with the other relevant laws and regulations of Japan. The Securities may Prospectus Supplement and accompanying Prospectus relating to this offering have not been and will not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Securities may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder. The prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, the prospectus supplement Underwriter has not offered or sold any Securities or caused the Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchaseSecurities, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to Section 257(1A), and in accordance with the conditions, specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Whether the Securities are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures, and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Securities under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; SFA or (3iii) by operation otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of law.the SFA. The Underwriter will notify (whether through the distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering or otherwise) each of the following relevant persons specified in Section 275 of the SFA which has subscribed or purchased Securities from or through the Underwriter, namely a person which is:

Appears in 1 contract

Sources: Terms Agreement (Citigroup Inc)

Japan. The Securities have not been and will not be registered under the Securities and Exchange Law of Japan, and each of the Underwriters and each of its affiliates has represented and agreed that it has not offered or sold, and it will not offer or sell, directly or indirectly, any of the Securities in or to residents of Japan or to any persons for reoffering or resale, directly or indirectly in Japan or to any resident of Japan, except pursuant to any exemption from the registration requirements of the Securities and Exchange Law available thereunder and in compliance with the other relevant laws and regulations of Japan. The Securities may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Securities may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder. The prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the prospectus supplement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to Section 257(1A), and in accordance with the conditions, specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Whether the Securities are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures, and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Securities under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.. ISSUER: AT&T Inc. (“AT&T”)

Appears in 1 contract

Sources: Underwriting Agreement (At&t Inc.)

Japan. The Securities have not been and will not be registered under the Securities Financial Instruments and Exchange Law of Japan, Japan (the “FIEA”). Each Underwriter represents and each of the Underwriters and each of its affiliates has represented and agreed agrees that it has not offered or sold, and it will not offer or sell, directly or indirectly, any of the Securities in Japan or to residents to, or for the account or benefit of, any resident of Japan (including any corporation or to other entity organized under the laws of Japan), or to, or for the account or benefit of, any persons resident of Japan for reoffering or resale, directly or indirectly indirectly, in Japan or to to, or for the account or benefit of, any resident of Japan, Japan except (1) pursuant to any an exemption from the registration requirements of of, or otherwise in compliance with, the Securities FIEA and Exchange Law available thereunder and (2) in compliance with the other relevant laws applicable laws, regulations and regulations governmental guidelines of Japan. Singapore The Securities may Prospectus Supplement and accompanying Prospectus relating to this offering have not been and will not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Securities may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder. The prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”). Accordingly, each Underwriter has not offered or sold any Securities or caused the prospectus supplement Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Securities or cause the Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, such Prospectus Supplement and accompanying Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchaseSecurities, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant personRelevant Person, or any person pursuant to Section 257(1A275(1A), and in accordance with the conditions, specified in Section 275 of the SFA, SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Whether Each Underwriter will notify (whether through the Securities are subscribed distribution of the Prospectus Supplement and accompanying Prospectus relating to this offering or purchased under Section 275 by a relevant person which is: (aotherwise) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures, and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Securities under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, following Relevant Persons specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; SFA which has subscribed or (3) by operation of law.purchased Securities from or through that Underwriter, namely a person which is:

Appears in 1 contract

Sources: Terms Agreement