Peru Sample Clauses
Peru. (a) Without limiting the generality of the foregoing provisions of this Agreement, and notwithstanding anything to the contrary in this Agreement, Purchaser shall, and shall cause its Subsidiaries to, take all steps necessary to obtain as soon as practicable the Required Regulatory Approvals and to consummate the transactions contemplated by this Agreement, including taking, accepting or otherwise engaging in any and all Actions of Divestiture requested by any Governmental Authority with respect to the Peruvian Acquired Company.
(b) The parties agree that if, despite their compliance with all of their respective covenants and obligations contained in this Agreement, including Purchaser’s obligations set forth in Section 6.36(a), prior to or as of (i) the date of the Initial Closing or any Subsequent Closing in which the Sellers Equity Interests in ▇▇▇▇ Holdings or any successor Holding Company that includes the Peruvian Acquired Company will be sold to Purchaser or (ii) the Non-Transferred Company Determination Date with respect to the Peruvian Acquired Company, it is deemed by the parties acting in good faith that it is not reasonably likely to satisfy the conditions to closing set forth (A) in the case of the Initial Closing, in Sections 7.1(a) or (b), or (B) in the case of a Subsequent Closing, in Sections 7.4(a)(i) or (ii), Purchaser and Sellers agree that Sellers shall retain the Peruvian Acquired Company and promptly thereafter Sellers shall arrange for the orderly sale or other disposition of all or any portion of the capital stock or assets of the Peruvian Acquired Company to one or more Persons who are unaffiliated with Sellers. Any such sale or disposition made by Sellers is referred to as the “Alternative Peruvian Transaction.” Upon the completion of any such Alternative Peruvian Transaction, Sellers will determine the Net Proceeds received by Sellers in connection with such Alternative Peruvian Transaction, and then determine the shortfall or profit, if any, based upon the comparison of (i) the Sellers Allocated Payment, as adjusted in accordance with Section 2.4 (and assuming for purposes of such adjustment that a Closing with respect to the Peruvian Acquired Company had taken place on the Non-Transferred Company Determination Date) and (ii) such Net Proceeds (such shortfalls or profit, the “Peruvian Difference”), and shall provide a written statement setting forth such determination of the Peruvian Difference to Purchaser (a “Peruvian Differe...
Peru. The notes and the information contained in this prospectus supplement are not being publicly marketed or offered in Peru and will not be distributed or caused to be distributed to the general public in Peru. Peruvian securities laws and regulations on public offerings will not be applicable to the offering of the notes and therefore, the disclosure obligations set forth therein will not be applicable to the Issuer of the notes or the sellers of the notes before or after their acquisition by prospective investors. The notes and the information contained in this prospectus supplement have not been and will not be reviewed, confirmed, approved or in any way submitted to the Peruvian Superintendency of Capital Markets (Superintendencia del ▇▇▇▇▇▇▇ de Valores, or “SMV”) nor have they been registered under the Securities Market Law (Ley del ▇▇▇▇▇▇▇ de Valores) or any other Peruvian regulations. Accordingly, the notes cannot be offered or sold within Peruvian territory except to the extent any such offering or sale qualifies as a private offering under Peruvian regulations and complies with the provisions on private offerings set forth therein. Underwriter 1.625% Notes due 2025 Citigroup Global Markets Limited € 166,667,000 Itau BBA USA Securities, Inc. € 166,667,000 Scotiabank Europe plc € 166,666,000 Total: € 500,000,000 Issuer Free Writing Prospectuses not included in the Disclosure Package: None. Registration Statements Nos. 333-222495 and 333-235463 Issuer: Republic of Chile. Title: 1.625% Notes due 2025. Expected Ratings1: [●] [●] [●] (Moody’s/S&P/Fitch). Currency: Euro (€). Principal Amount: €500,000,000 (to constitute a further issuance of, be consolidated, form a single series and be fully fungible with the Republic’s outstanding 1.625% Notes due 2025 issued on December 12, 2014, and May 27, 2015 in the original aggregate principal amount of €800,000,000 and €440,000,000, respectively). After giving effect to the offering and to partial repurchases of the notes by Republic in January 2020, the total amount outstanding of the 1.625% Notes due 2025 will be €1,641,550,000. Maturity Date: January 30, 2025. Settlement Date (T+4): May 12, 2020. Mid-Swaps Yield: -0.335%. Spread to Mid-Swap: +150 basis points. Benchmark Bund: DBR 0.500% due February 15, 2025. Benchmark Bund Price/Yield: 106.32/-0.793%. Spread to Benchmark Bund: +195.8 basis points. Yield to Maturity: 1.165%. Public Offering Price: 102.098% plus accrued interest (i) of €2,286,543.72 from (and inc...
Peru. A. For the avoidance of doubt, Applicable Privacy and Data Protection Laws and Regulations includes the Personal Data Protection Law, Law 29733, which shall include implementing measures to comply with that Law, as may be amended or supplemented from time to time.
Peru. The notes and the information contained in this prospectus supplement are not being publicly marketed or offered in Peru and will not be distributed or caused to be distributed to the general public in Peru. Peruvian securities laws and regulations on public offerings will not be applicable to the offering of the notes and therefore, the disclosure obligations set forth therein will not be applicable to the Issuer of the notes or the sellers of the notes before or after their acquisition by prospective investors. The notes and the information contained in this prospectus supplement have not been and will not be reviewed, confirmed, approved or in any way submitted to the Peruvian Superintendency of Capital Markets (Superintendencia del M▇▇▇▇▇▇ de Valores, or “SMV”) nor have they been registered under the Securities Market Law (Ley del M▇▇▇▇▇▇ de Valores) or any other Peruvian regulations. Accordingly, the notes cannot be offered or sold within Peruvian territory except to the extent any such offering or sale qualifies as a private offering under Peruvian regulations and complies with the provisions on private offerings set forth therein.
Peru. It is worth noting that the US/Peru FTA ((US-Peru Trade Promotion Agreement (PTPA) does include concessions by the United States on sugar. Essentially the United States provided for an additional TRQ to Peru of 11,000t once Peru was deemed to be a “net exporter”. The new TRQ includes 2,000t for specialty sugars and 9,000t of raw (the raw TRQ increases at 2% pa in perpetuity). While the inclusion of sugar in the PTPA was an advance on AUSFTA, the access commitment was undermined by the “sugar compensation mechanism” that enables the US to provide compensation in lieu of accepting imports under the zero-duty treatment. This is similar to mechanisms in the Caribbean -Dominican Republic FTA (CAFTA-DR). The TPP provides an opportunity to provide genuine liberalization of sugar trade amongst TPP members.
Peru. The notes will not be subject to a public offering in Peru. The prospectus supplement and the notes have not been, and will not be, registered with or approved by the Peruvian Superintendency of Capital Markets (Superintendencia del ▇▇▇▇▇▇▇ de Valores, or “SMV”) or the Lima Stock Exchange (
Peru. The notes and the information contained in this prospectus supplement are not being publicly marketed or offered in Peru and will not be distributed or caused to be distributed to the general public in Peru. Peruvian securities laws and regulations on public offerings will not be applicable to the offering of the notes and therefore, the disclosure obligations set forth therein will not be applicable to the Issuer of the notes or the sellers of the notes before or after their acquisition by prospective investors. The notes and the information contained in this prospectus supplement have not been and will not be reviewed, confirmed, approved or in any way submitted to the Peruvian Superintendency of Capital Markets (Superintendencia del ▇▇▇▇▇▇▇ de Valores, or “SMV”) nor have they been registered under the Securities Market Law (Ley del ▇▇▇▇▇▇▇ de Valores) or any other Peruvian regulations. Accordingly, the notes cannot be offered or sold within Peruvian territory except to the extent any such offering or sale qualifies as a private offering under Peruvian regulations and complies with the provisions on private offerings set forth therein. Underwriter 2.450% Notes due 2031 Citigroup Global Markets Inc. US$ 486,000,000 Itau BBA USA Securities, Inc. US$ 486,000,000 Scotia Capital (USA) Inc. US$ 486,000,000 Total: US$ 1,458,000,000 Issuer Free Writing Prospectuses not included in the Disclosure Package: None.
1. Issuer Free Writing Prospectus as filed with the Commission on May 6, 2020, in the form set forth in Schedule V hereto. Registration Statement Nos. 333-222495 and 333-235463 Issuer: Republic of Chile. Title: 2.450% Notes due 2031. Expected Ratings1: [●] / [●] / [●] (Moody’s / S&P / Fitch). Currency: U.S. Dollars (US$). Principal Amount: US$1,458,000,000. Maturity Date: January 31, 2031. Trade Date: May 5, 2020. Settlement Date (T+5): May 12, 2020. Benchmark Treasury: UST 1.50% due February 15, 2030. Benchmark Treasury Price/Yield: 108-00 / 0.654%. Spread to Benchmark Treasury: +180 basis points. Yield to Maturity: 2.454%. Public Offering Price: 99.958% plus accrued interest, if any, from May 12, 2020. Interest: 2.450% per annum payable semi-annually (except for first interest payment) in arrears. Payment of Interest: Amounts due in respect of interest will accrue and be paid semi-annually (except for first interest payment) in arrears. Interest Payment Dates: Interest payment dates shall be on January 31 and July 31 of each year, commencing on January 3...