Macau Clause Samples
The Macau clause defines the specific legal or regulatory framework applicable to matters arising in or related to Macau. Typically, this clause clarifies that the agreement is governed by Macau law, or that certain obligations, rights, or procedures are subject to the jurisdiction of Macau authorities. For example, it may specify that disputes will be resolved in Macau courts or that compliance with Macau regulations is required. The core function of this clause is to ensure legal certainty and clarity regarding the applicable law and jurisdiction for parties operating in or with connections to Macau.
POPULAR SAMPLE Copied 2 times
Macau. Each Underwriter, on behalf of itself and each of its affiliates that participates in the initial distribution of the Securities, represents to and agrees with the Province that it and each such affiliate has not offered or sold, and it and they will not offer or sell, directly or indirectly, any of the Securities in the Macau Special Administrative Region.
Macau. The notes may not be offered in Macau except under the terms of and in compliance with the Macau Financial System Act and any other laws in Macau that may apply to the offer, sale or distribution of the notes in Macau. The notes are not registered or otherwise authorized for public offer under the Financial System Act of Macau, and thus may not be offered or sold in Macau, unless such offer is made by credit or other financial institutions duly licensed in Macau and upon their communication to the Macau Monetary Authority. The offering of the notes to the selected institutional investors will not involve an offer to the public in Macau but will be restricted to those institutional investors who will receive this document in respect of the notes on a strictly private basis and in their sole capacity as an eligible investor.
Macau. There are no country-specific provisions.
Macau. The Notes have not been and will not be promoted, distributed, sold or delivered in Macau, or any document relating to the Notes be distributed or circulated in Macau, except under the terms of and in compliance with the Macau Financial System Act and any other laws in Macau that may apply to the offer and sale of the Notes in Macau. The Notes have not been and will not be registered or otherwise authorised for public offer under the Financial System Act of Macau, thus may not be offered or sold in Macau, unless such offer is made by Macau licensed entities according to the Macau Financial System Act and upon their communication to the Macau Monetary Authority, in observation of the guidelines and recommendations issued by the Macau local regulatory authority from time to time. To: MANGO FINANCIAL LIMITED 芒果金融有限公司 Units 13-15 1/F South Seas Centre 7▇ ▇▇▇▇ ▇▇▇▇ Tsim Sha Tsui Kowloon Hong Kong (the “Placing Agent”) Dear Sirs [date] PLACING AGREEMENT RELATING TO THE SUBSCRIPTION OF US$2,000,000,000 FIXED RATE NOTES DUE 2034 ISSUED BY GOLDEN FORD ASIA INVESTMENT LIMITED 金豐亞洲投資有限公司 (THE “NOTES”) Pursuant to the Placing Agreement dated _______________ (the “Agreement”) made between (1) GOLDEN FORD ASIA INVESTMENT LIMITED 金豐亞洲投資有限公司 (the “Issuer”), and (2) yourselves as the Placing Agent, we hereby confirm on behalf of the Issuer that as at today’s date:
(a) the representations and warranties of the Issuer set forth in the Agreement are true, accurate and correct at, and as if made on, today’s date;
(b) the Issuer has performed all of its obligations under the Agreement to be performed on or before today’s date; and
(c) after the date of the Agreement and up to and including the date hereof, no change in the condition, prospects, results of operations or general affairs of the Issuer or any member of its Group (as described in the Agreement), which is material and adverse in the context of the issue and placing of the Notes.
Macau. This is an offering targeted at institutional investors. Each Joint Lead Manager has represented, warranted and agreed that the Bonds may not be promoted, distributed, sold or delivered in Macau, or any document relating to the Bonds be distributed or circulated in Macau, except under the terms of and in compliance with the Macau Financial System Act approved by the Decree Law no. 32/93/M (“FSA”) and Guidelines under Circular no. 033/B/2010-DSB/AMCM, Circular no. 009/B/2019-DSB/AMCM and Circular 008/B/2021-DSB/AMCM as well as any other laws in Macau that may apply to the offer and sale of the Bonds in Macau. The Bonds are not authorised for public offer in Macau under the FSA and Guidelines under Circular no. 033/B/2010- DSB/AMCM, Circular no. 009/B/2019-DSB/AMCM and Circular 008/B/2021-DSB/AMCM, thus may not be offered or sold in Macau, unless such offer is made by Macau licensed financial institution according to the FSA and Guidelines under Circular no. 033/B/2010-DSB/AMCM and Circular no. 009/B/2019-DSB/AMCM and Circular 008/B/2021-DSB/AMCM and upon their communication to the Monetary Authority of Macau and Chongwa (Macao) Financial Asset Exchange Co., Ltd., in observation of the guidelines and recommendations issued by the Monetary Authority of Macau from time to time.
Macau. This is an offering targeted at institutional investors. Each Joint Lead Manager has represented and agreed that the Bonds may not be promoted, distributed, sold or delivered in Macau, or any document relating to the Bonds be distributed or circulated in Macau, except under the terms of and in compliance with the Macau Financial System Act approved by the Law no. 13/2023 (the “FSA”) and the Guidelines under Circular no. 033/B/2010- DSB/AMCM and Circular no. 011/B/2023-DSB/AMCM (the “AMCM Guidelines”) as well as any other laws in Macau that may apply to the offer and sale of the Bonds in Macau. The Bonds are not authorised for public offer in Macau under the FSA and the AMCM Guidelines, thus may not be offered or sold in Macau, unless such offer is made by Macau licensed financial institution(s) according to the FSA and the AMCM Guidelines and upon their communication to the Monetary Authority of Macau, in observation of the guidelines and recommendations issued by the Monetary Authority of Macau from time to time.
Macau. The Bonds may not be offered or sold or delivered to members of the public in Macau. SCHEDULE 4 Issuer’s Closing Certificate [Letterhead of the Issuer] Deutsche Bank AG, HONG KONG BRANCH ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ Citicorp International Limited ▇▇/▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ International ▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ London EC1A 1HQ United Kingdom The Royal Bank of Scotland plc 38/F ▇▇▇▇▇▇ Kong Centre 2 Queen’s Road Central Hong Kong May 9, 2011 Dear Sirs Melco Crown Entertainment Limited RMB2,300,000,000 3.75% Bonds due 2013 (the “Bonds”) I, the undersigned, being a duly authorised officer of Melco Crown Entertainment Limited (the “Issuer”), refer to the subscription agreement dated April 29, 2011 (the “Subscription Agreement”) in respect of the Bonds. Expressions which are given defined meanings in the Subscription Agreement have the same meanings herein. As required by Clause 8.4 (Conditions precedent) of the Subscription Agreement, I hereby certify that:
(a) there has, since the date of the Subscription Agreement up to and including the Closing Date, been no Material Adverse Effect;
(b) the representations and warranties by the Issuer in the Subscription Agreement are true and correct on the date of this Certificate with reference to the facts and circumstances then subsisting; and
(c) the Issuer has performed all of its obligations under the Subscription Agreement to be performed on or before the date hereof.
Macau. SEA WORLD Registered N28112 Apr 4 2007 Sea World LLC 39
Macau. This is an offering targeted at institutional investors. Each Joint Lead Manager has represented, warranted and agreed that the Bonds may not be promoted, distributed, sold or delivered in Macau, or any document relating to the Bonds be distributed or circulated in Macau, except under the terms of and in compliance with the Macau Financial System Act approved by the Decree Law no. 32/93/M (“FSA”) and Guidelines no. 009/B/2019- DSB/AMCM as well as any other laws in Macau that may apply to the offer and sale of the Bonds in Macau. The Bonds are not authorised for public offer in Macau under the FSA and Guidelines no. 009/B/2019- DSB/AMCM, thus may not be offered or sold in Macau, unless such offer is made by Macau licensed financial institution according to the FSA and upon their communication to the Monetary Authority of Macau and Chongwa (Macao) Financial Asset Exchange Co., Ltd., in observation of the guidelines and recommendations issued by the Monetary Authority of Macau from time to time.
Macau. TSYS will provide POS Authorization transaction services and Clearing and Settlement transaction for COMPANY.