Common use of Offering by Underwriters Clause in Contracts

Offering by Underwriters. It is understood that the several Underwriters propose to offer the Securities and the Guarantee for sale to the public as set forth in the Final Prospectus. The Securities have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended) and are subject to the Act on Special Measures Concerning Taxation of Japan (Act No. 26 of 1957, as amended, the “Special Taxation Act”). Each Underwriter has represented and agreed that, (I) it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any of the Securities in Japan, or to any person resident in Japan for Japanese securities law purposes (including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, any person resident in Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act of Japan and any other applicable laws, regulations and governmental guidelines of Japan, and, (II) it has not, directly or indirectly offered or sold and will not, as part of its distribution under this Agreement at any time, directly or indirectly, offer or sell any of the Securities to, or for the benefit of, any person other than a beneficial owner that is, (i) for Japanese tax purposes, neither (a) an individual resident of Japan or a Japanese corporation, nor (b) an individual non-resident of Japan or a non-Japanese corporation that in either case is a person having a special relationship with Issuer as described in Article 6, Paragraph 4 of the Special Taxation Act or (ii) a Japanese financial institution, designated in Article 6, Paragraph 11 of the Special Taxation Act.

Offering by Underwriters. It is understood that the several Underwriters propose to offer the Securities and the Guarantee for sale to the public as set forth in the Final Prospectus. The Securities have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended) and are subject to the Act on Special Measures Concerning Taxation of Japan (Act No. 26 of 1957, as amended, the “Special Taxation Act”). Each Underwriter has represented and agreed that, (I) it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any of the Securities in Japan, or to any person resident in Japan for Japanese securities law purposes (including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, any person resident in Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act of Japan and any other applicable laws, regulations and governmental ministerial guidelines of Japan, and, (II) it has not, directly or indirectly not offered or sold sold, and will not, not offer or sell as part of its initial distribution under this Agreement at any time, directly or indirectly, offer or sell any of the Securities to, or for the benefit of, any person other than a beneficial owner that is, (i) for Japanese tax purposes, neither (a) an individual resident of Japan or a Japanese corporation, nor (b) an individual non-resident of Japan or a non-Japanese corporation that in either case is a specially-related person having a special relationship with of Issuer as described in Article 6, Paragraph 4 of the Special Taxation Act or (ii) a Japanese financial institution, designated in Article 6, Paragraph 11 9 of the Special Taxation Act.

Offering by Underwriters. It is understood that the several Underwriters propose to offer the Securities and the Guarantee for sale to the public as set forth in the Final Prospectus. The Securities have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended) and are subject to the Act on Special Measures Concerning Taxation of Japan (Act No. 26 of 1957, as amended, the “Special Taxation Act”). Each Underwriter has represented and agreed that, (I) it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any of the Securities in Japan, or to any person resident in Japan for Japanese securities law purposes (including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, any person resident in Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act of Japan and any other applicable laws, regulations and governmental ministerial guidelines of Japan, and, (II) it has not, directly or indirectly not offered or sold sold, and will not, not offer or sell as part of its distribution under this Agreement at any time, directly or indirectly, offer or sell any of the Securities to, or for the benefit of, any person other than a beneficial owner that is, (i) for Japanese tax purposes, neither (a) an individual resident of Japan or a Japanese corporation, nor (b) an individual non-resident of Japan or a non-Japanese corporation that in either case is a specially-related person having a special relationship with of Issuer as described in Article 6, Paragraph 4 of the Special Taxation Act or (ii) a Japanese financial institution, designated in Article 6, Paragraph 11 9 of the Special Taxation Act.

Offering by Underwriters. It is understood that the several Underwriters propose to offer the Securities and the Guarantee for sale to the public as set forth in the Final Prospectus. The Securities have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended) and are subject to the Act on Special Measures Concerning Taxation of Japan (Act No. 26 of 1957, as amended, the “Special Taxation Act”). Each Underwriter has represented and agreed that, (I) it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any of the Securities in Japan, or to any person resident in Japan for Japanese securities law purposes (including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, any person resident in Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act of Japan and any other applicable laws, regulations and governmental ministerial guidelines of Japan, and, (II) it has not, directly or indirectly not offered or sold sold, and will not, not offer or sell as part of its initial distribution under this Agreement at any time, directly or indirectly, offer or sell any of the Securities to, or for the benefit of, any person other than a beneficial owner that is, (i) for Japanese tax purposes, neither (a) an individual resident of Japan or a Japanese corporation, nor (b) an individual non-resident of Japan or a non-Japanese corporation that in either case is a specially-related person having a special relationship with of Issuer as described in Article 6, Paragraph 4 of the Special Taxation Act or (ii) a Japanese financial institution, designated in Article 6, Paragraph 11 of the Special Taxation Act.

Offering by Underwriters. It is understood that the several Underwriters propose to offer the Securities and the Guarantee for sale to the public as set forth in the Final Prospectus. The Securities have not been and will not be registered are exempt from the requirement for registration under the Financial Instruments Securities and Exchange Act Law of Japan (Act Law No. 25 of 1948), as amended) amended (the “Securities and Exchange Law”), and are subject to the Act on Special Taxation Measures Concerning Taxation Law of Japan (Act Law No. 26 of 1957), as amended, amended (the “Special Taxation ActTax Law”). Each Underwriter has represented represents and agreed agrees that: (i) except where permitted under (ii) below, (I) it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any of the Securities in JapanJapan or to, or to any person resident in Japan for Japanese securities law purposes (Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, any person resident in Japan except pursuant to an exemption from the registration requirements of, ; and otherwise in compliance with, the Financial Instruments and Exchange Act of Japan and any other applicable laws, regulations and governmental guidelines of Japan, and, (IIii) it has not, directly or indirectly indirectly, offered or sold and will not, not (a) as part of its distribution under this Agreement at any timetime and (b) otherwise until forty days after the date of issue, directly or indirectly, indirectly offer or sell any of the Securities to, or for the benefit of, to any person other than a Gross Recipient (as hereinafter defined). A “Gross Recipient” is (i) a beneficial owner that is, (i) for Japanese tax purposes, neither (a) is not an individual resident of Japan or a Japanese corporationcorporation for Japanese tax purposes, nor (b) an individual non-resident of Japan or a non-Japanese corporation that in either case is a person having a special relationship with Issuer as described in Article 6, Paragraph 4 of the Special Taxation Act or (ii) a Japanese financial institution, designated in Article 6▇-▇, Paragraph 11 ▇▇▇▇▇▇▇▇▇ 19 of the Special Taxation ActCabinet Order relating to the Tax Law (Cabinet Order No. 43 of March 31, 1957, as amended) (the “Cabinet Order”) that will hold Securities for its own proprietary account, or (iii) an individual resident of Japan or a Japanese corporation whose receipt of interest on the Securities will be made through a payment handling agent in Japan as defined in Article ▇-▇, ▇▇▇▇▇▇▇▇▇ 2 of the Cabinet Order.

Offering by Underwriters. It is understood that the several Underwriters propose to offer the Securities and the Guarantee for sale to the public as set forth in the Final Prospectus. The Securities have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act Law No. 25 of 1948, as amended) and are subject to the Act on Special Measures Concerning Taxation of Japan (Act Law No. 26 of 1957, as amended, the “Special Taxation Act”). Each Underwriter has represented and agreed that, (I) it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any of the Securities in Japan, or to any person resident in Japan for Japanese securities law purposes (including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, any person resident in Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act of Japan and any other applicable laws, regulations and governmental ministerial guidelines of Japan, and, (II) it (i) has not, directly or indirectly indirectly, offered or sold and will not, as part of its distribution under this Agreement at any time, directly or indirectly, offer or sell any of the Securities to, or for the benefit of, any person other than a Gross Recipient (as hereinafter defined), and (ii) will not, directly or indirectly, offer or sell any of the Securities, (x) as part of its distribution at any time, to, or for the benefit of, any person other than a Gross Recipient, and (y) otherwise until 40 days after the date of issue, to, or for the benefit of, any individual resident of Japan or Japanese corporation for Japanese tax purposes (except for a Japanese financial institution, designated in Article ▇-▇-▇, ▇▇▇▇▇▇▇▇▇ 29 of the Cabinet Order relating to the Special Taxation Act (Cabinet Order No. 43 of 1957, as amended, the “Cabinet Order”) that will hold the Securities for its own proprietary account (a “Designated Financial Institution”) and an individual resident of Japan or a Japanese corporation whose receipt of interest on the Securities will be made through a payment handling agent in Japan as defined in Article ▇-▇, ▇▇▇▇▇▇▇▇▇ 2 of the Cabinet Order relating to Article 3-3 of the Special Taxation Act (an “Article 3-3 Japanese Resident”)). A “Gross Recipient” as used in (II) above means (a) a beneficial owner that is, (i) for Japanese tax purposes, neither (ax) an individual resident of Japan or a Japanese corporation, nor (by) an individual non-resident of Japan or a non-Japanese corporation that in either case is a person having a special relationship with Issuer as described in Article 6▇, Paragraph 4 of the Special Taxation Act ▇▇▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, (▇) a Designated Financial Institution, or (iic) a an Article 3-3 Japanese financial institution, designated in Article 6, Paragraph 11 of the Special Taxation ActResident.

Offering by Underwriters. It is understood that the several Underwriters propose to offer the Securities and the Guarantee for sale to the public as set forth in the Final Prospectus. The Securities have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act Law No. 25 of 1948, as amended) and are subject to the Act on Special Measures Concerning Taxation of Japan (Act Law No. 26 of 1957, as amended, the “Special Taxation Act”). Each Underwriter has represented and agreed that, (I) it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any of the Securities in Japan, or to any person resident in Japan for Japanese securities law purposes (including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, any person resident in Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act of Japan and any other applicable laws, regulations and governmental ministerial guidelines of Japan, and, (II) it (i) has not, directly or indirectly indirectly, offered or sold and will not, as part of its distribution under this Agreement at any time, directly or indirectly, offer or sell any of the Securities to, or for the benefit of, any person other than a beneficial owner that isGross Recipient (as hereinafter defined), and (ii) will not, directly or indirectly, offer or sell any of the Securities, (ix) as part of its distribution at any time, to, or for Japanese tax purposesthe benefit of, neither any person other than a Gross Recipient, and (ay) an otherwise until 40 days after the date of issue, to, or for the benefit of, any individual resident of Japan or a Japanese corporation, nor (b) an individual non-resident of Japan or a non-Japanese corporation that in either case is a person having a special relationship with Issuer as described in Article 6, Paragraph 4 of the Special Taxation Act or (ii) a for Japanese financial institution, designated in Article 6, Paragraph 11 of the Special Taxation Act.tax purposes

Offering by Underwriters. It is understood that the several Underwriters propose to offer the Securities and the Guarantee for sale to the public as set forth in the Final Prospectus. The Securities have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended) and are subject to the Act on Special Measures Concerning Taxation of Japan (Act No. 26 of 1957, as amended, the “Special Taxation Act”). Each Underwriter has represented and agreed that, (I) it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any of the Securities in Japan, or to any person resident in Japan for Japanese securities law purposes (including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, any person resident in Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act of Japan and any other applicable laws, regulations and governmental ministerial guidelines of Japan, and, (II) it has not, directly or indirectly not offered or sold sold, and will not, not offer or sell as part of its distribution under this Agreement at any time, directly or indirectly, offer or sell any of the Securities to, or for the benefit of, any person other than (i) a beneficial owner that is, (i) for Japanese tax purposes, neither (a) an individual resident of Japan or a Japanese corporation, nor (b) an individual non-resident of Japan or a non-Japanese corporation that in either case is a specially-related person having a special relationship with of Issuer as described in Article 6, Paragraph 4 of the Special Taxation Act or (ii) a Japanese financial institution, designated in Article 6▇-▇-▇, Paragraph 11 ▇▇▇▇▇▇▇▇▇ 29 of the Cabinet Order relating to the Special Taxation ActAct (Cabinet Order No. 43 of 1957, as amended).

Offering by Underwriters. It is understood that the several Underwriters propose to offer the Securities and the Guarantee for sale to the public as set forth in the Final Prospectus. The Securities have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended) and are subject to the Act on Special Measures Concerning Taxation of Japan (Act No. 26 of 1957, as amended, the “Special Taxation Act”). Each Underwriter has represented and agreed that, (I) it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any of the Securities in Japan, or to any person resident in Japan for Japanese securities law purposes (including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, any person resident in Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act of Japan and any other applicable laws, regulations and governmental ministerial guidelines of Japan, and, (II) it has not, directly or indirectly not offered or sold sold, and will not, not offer or sell as part of its initial distribution under this Agreement at any time, directly or indirectly, offer or sell any of the Securities to, or for the benefit of, any person other than a beneficial owner that is, (i) for Japanese tax purposes, neither (a) an individual resident of Japan or a Japanese corporation, nor (b) an individual non-resident of Japan or a non-Japanese corporation that in either case is a specially-related person having a special relationship with of Issuer as described in Article 6, Paragraph 4 of the Special Taxation Act or (ii) a Japanese financial institution, designated in Article 63-2-2, Paragraph 11 29 of the Cabinet Order relating to the Special Taxation ActAct (Cabinet Order No. 43 of 1957, as amended).