Subscription and Sale. According to the terms of a placement agreement which was executed prior to the beginning of the Subscription Period (the Placement Agreement), Bank Degroof NV/SA and Belfius Bank NV/SA (in their capacity as Joint Lead Managers) have agreed with the Issuer, subject to certain terms and conditions, to place the Bonds with third parties, without a firm commitment on the amount, at the price and according to the terms and conditions specified below. The Placement Agreement entitled the Joint Lead Managers to terminate their obligations under certain conditions. This solely provided for rights and obligations of the Issuer and the Joint Lead Managers, and the Bondholders cannot derive any right, directly or indirectly, from the Issuer or the Joint Lead Managers. Bank Degroof NV/SA (in its capacity as Agent) and the Issuer have also entered into the Agency Agreement, the terms and conditions of which specify the modalities of the creation of the Bonds at the Issue Date, and the payment of the interest due in respect of the Bonds.
Subscription and Sale. Pursuant to a Subscription Agreement (the “Subscription Agreement”) dated 7th June, 2005, BNP Paribas, Deutsche Bank AG, London Branch and Xxxxxx Xxxxxxx & Co. International Limited (the “Managers”) have jointly and severally agreed to subscribe for the Preferred Securities at a price of €1,000 per Preferred Security. The Managers will receive a combined selling, management and underwriting commission of €20 per Preferred Security. The Managers are entitled to terminate the Subscription Agreement in certain circumstances before the issue of the Preferred Securities. United States The Preferred Securities have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act (“Regulation S”). Each Manager has agreed that, except as permitted by the Subscription Agreement, it will not offer, sell or deliver the Preferred Securities (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the Issue Date within the United States or to, or for the account or benefit of, U.S. persons and that it will have sent to each dealer to which it sells any Preferred Securities during the distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales of the Preferred Securities within the United States or to, or for the account or benefit of, U.S. persons. Terms used in this paragraph have the meanings given to them by Regulation S. In addition, until 40 days after the commencement of the offering, an offer or sale of Preferred Securities within the United States by any dealer that is not participating in the offering may violate the registration requirements of the Securities Act.
Subscription and Sale. SECTION 2.01. Subscription and Sale of the Shares..........................6 SECTION 2.02.
Subscription and Sale. The Joint Lead Managers have pursuant to the Senior Subscription Agreement agreed to subscribe for the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes on the Closing Date, subject to certain conditions precedent being satisfied. Furthermore, the Seller has pursuant to the Class E-S-X Notes Purchase Agreement agreed to purchase on the Closing Date, subject to certain conditions precedent being satisfied, the Class E Notes, the Class S Notes and the Class X Notes. Credit Rating Agencies Each of the Credit Rating Agencies is established in the European Union and is registered under the CRA Regulation. As such each of the Credit Rating Agencies is included in the list of credit rating agencies published by the European Securities and Markets Authority ("ESMA") on its website in accordance with the CRA Regulation. Ratings Credit ratings will be assigned by Fitch and Xxxxx'x to the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes, as set out above on or before the Closing Date. The Class E Notes, the Class S Notes and the Class X Notes will not be assigned a credit rating. The credit ratings assigned by Fitch on the Closing Date address the likelihood of (a) timely payment of interest to the Class A Noteholders and the Class B Noteholders on each Notes Payment Date and payment in full of principal to the Class A Noteholders and the Class B Noteholders on the Final Maturity Date and (b) full payment of interest and principal due to the Class C Noteholders and the Class D Noteholders by a date that is not later than the Final Maturity Date but, for the avoidance of doubt, do not address the likelihood of payment of the Step-up Consideration in respect of any of the Classes of Notes. The credit ratings assigned by Xxxxx'x address the expected loss posed to the Noteholders by the Final Maturity Date and the likelihood of timely payment of interest and ultimate payment of principal on or before the Final Maturity Date, but does not provide any certainty nor guarantee and, for the avoidance of doubt, does not address the likelihood of payment of the Step-up Consideration in respect of any of the Classes of Notes. The assignment of ratings to the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes is not a recommendation to invest in the Notes. Any credit rating assigned to a Class of Notes may be reviewed, revised, suspended or withdrawn at any time. Any such review, revision, suspension or withd...
Subscription and Sale. The Ministry of Finance and the Joint Lead Managers have entered into a subscription agreement dated on or about 5 November 2021 (the “Subscription Agreement”), as supplemented by the pricing supplement dated 10 November 2021, pursuant to which the Ministry of Finance has agreed to sell to the Joint Lead Managers, and the Joint Lead Managers have agreed to subscribe and pay for or procure subscribers to subscribe and pay for each of the 2024 Bonds at their issue price of 100.578% of their principal amount, the 2028 Bonds at their issue price of 99.368% of their principal amount and the 2033 Bonds at their issue price of 98.469% of their principal amount. The Ministry of Finance is entitled to be released and discharged from its obligations under the Subscription Agreement prior to the closing of the issue of the Bonds. United States The Bonds have not been and will not be registered under the Securities Act. Subject to certain exceptions, the Bonds may not be offered, sold or delivered within the United States. Each Joint Lead Manager has agreed that it will not offer, sell or deliver any Bonds within the United States. The Bonds are being offered and sold outside of the United States in reliance on Regulation S. In addition, until 40 days after the commencement of the offering of the Bonds, an offer or sale of the Bonds within the United States by any dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act.
Subscription and Sale. The Issuer and the Joint Lead Managers have entered into a subscription agreement dated on or about 26 October 2022 (the “Subscription Agreement”), pursuant to which the Issuer has agreed to sell to the Joint Lead Managers, and the Joint Lead Managers have agreed to subscribe and pay for or procure subscribers to subscribe and pay for, the 2024 Bonds at their issue price of 100.00% of their principal amount, the 2025 Bonds at their issue price of 100.00% of their principal amount and the 2027 Bonds at their issue price of 100.00% of their principal amount. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Joint Lead Managers and their respective affiliates on behalf of the Issuer in such jurisdiction. The Issuer is entitled to be released and discharged from its obligations under the Subscription Agreement prior to the closing of the issue of the Bonds. 2024 Bonds Joint Lead Managers Principal Amount (RMB) Bank of China (Hong Kong) Limited ...................................................................................... 199,940,000 China International Capital Corporation Hong Kong Securities Limited ................................ 199,940,000 Bank of Communications Co., Ltd. Hong Kong Branch ......................................................... 199,940,000 ICBC International Securities Limited ..................................................................................... 42,870,000 China Construction Bank (Asia) Corporation Limited ............................................................. 42,870,000 Standard Chartered Bank (Hong Kong) Limited ...................................................................... 42,870,000 Crédit Agricole Corporate and Investment Bank ...................................................................... 42,870,000 CMB Wing Lung Bank Limited................................................................................................ 42,870,000 The Hongkong and Shanghai Banking Corporation Limited.................................................... 42,870,000 Shanghai Pudong Development Bank Co., Ltd., Hong Kong Branch....................................... 42,870,000 Agricultural Bank of China Limited Hong Kong Branch ......................................................... 42,870,000 Deutsche Bank AG, Hong Ko...
Subscription and Sale. Subject to the terms and conditions set out in this Agreement, the Subscriber agrees with the Company to subscribe for and purchase at the Closing, and the Company agrees to issue and sell to the Subscriber at the Closing, the Subscription Shares for the Subscription Consideration.
Subscription and Sale. Subject to the terms and conditions set forth herein, the Company agrees to sell to each Purchaser, and each Purchaser agrees, severally and not jointly, to subscribe for and purchase, the number of Shares set forth opposite such Purchaser’s name on the Schedule of Purchasers at a purchase price of $74.0652 per share. In consideration of the sale and issuance of Shares to each Purchaser by the Company, on the Closing Date, following (i) the satisfaction of each of the conditions set forth in Sections 6 hereof (or the waiver of such conditions by each of the Purchasers); and (ii) the satisfaction of each of the conditions set forth in Section 7 hereof (or the waiver of such conditions by the Company), the Company shall deliver to each Purchaser a certificate or certificates representing the Shares purchased by such Purchaser, free and clear of any lien, charge, claim (including any adverse claim), security interest, mortgage or other encumbrance of any nature whatsoever. Upon confirmation of receipt of such certificate or certificates representing the Shares purchased by a Purchaser, such Purchaser shall pay to the Company, by wire transfer of immediately available funds to an account designated by the Company in writing, the Aggregate Purchase Price. Any Aggregate Purchase Price due from a Purchaser that is not paid by the close of business, New York time, of the first Business Day after the Closing Date shall bear interest at the rate of ten percent (10%) per annum.
Subscription and Sale. The Dealers have, in a programme agreement (such Programme Agreement as modified and/or supplemented and/or restated from time to time, the “Programme Agreement”) dated 30th June, 2003 agreed with the Issuers and the Guarantor a basis upon which they or any of them may from time to time agree to purchase Notes. Any such agreement will extend to those matters stated under “Form of the Notes” and “Terms and Conditions of the Notes”. In the Programme Agreement, the Issuers (failing which, the Guarantor) have agreed to reimburse the Dealers for certain of their expenses in connection with the establishment and any future update of the Programme and the issue of Notes under the Programme and to indemnify the Dealers against certain liabilities incurred by them in connection therewith.
Subscription and Sale. Subject to the terms and conditions set out in this Agreement, the Subscriber agrees with the Company to subscribe for and purchase at the Closing, and the Company agrees to issue and sell to the Subscriber within 20 working days following the Closing, the Subscription Shares for the Subscription Consideration.
