MiFID II Product Governance Sample Clauses

MiFID II Product Governance. Each of the Dealers, the Arranger, the Issuer and the Guarantor agree that, solely by virtue of the appointment of any Dealer or the Arranger, as applicable, on the Programme, neither the Dealers nor the Arranger nor any of their respective affiliates will be a manufacturer for the purposes of the EU Delegated Directive 2017/593.

MiFID II Product Governance. Solely for the purposes of the requirements of Article 9(8) of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the “Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the Product Governance Rules, each of the Underwriters that is subject to Directive 2014/65/EU (each a “MiFID Manufacturer” and together the “MiFID Manufacturers”) acknowledges to each other MiFID Manufacturer that it understands the responsibilities conferred upon it under the Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Securities and the related information set out in the Canadian Base Prospectus, Canadian Final Prospectus and Canadian Preliminary Prospectus in connection with the Securities. The Company and Underwriters note the application of the Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Securities by the MiFID Manufacturers and the related information set out in the Canadian Base Prospectus, Canadian Final Prospectus and Canadian Preliminary Prospectus in connection with the Securities.

MiFID II Product Governance. Solely for the purposes of the requirements of Article 9(8) of the MiFID Product Governance rules under EU Delegated Directive 2017/593, as amended (the “Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the Product Governance Rules: (a) each of G▇▇▇▇▇▇ S▇▇▇▇ & Co. LLC, HSBC Bank plc, J.▇. ▇▇▇▇▇▇ Securities plc, M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. International plc and M▇▇▇▇▇▇ L▇▇▇▇ International (each a “Manufacturer” and together the “Manufacturers”) acknowledges to each other Manufacturer that it understands the responsibilities conferred upon it under the Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Debt Securities and the related information set out in the Prospectus and any announcements in connection with the Debt Securities; and (b) the Underwriters (other than BB&T Capital Markets, a division of BB&T Securities, LLC, BNY Mellon Capital Markets, LLC, PNC Capital Markets LLC, U.S. Bancorp Investments, Inc. and Regions Securities LLC) and the Transaction Parties note the application of the Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Debt Securities by the Manufacturers and the related information set out in the Prospectus and any announcements in connection with the Debt Securities.

MiFID II Product Governance. Solely for the purposes of the requirements of Article 9(8) of the MiFID Product Governance rules under EU Delegated Directive 2017/593, as amended (the “Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the Product Governance Rules, M▇▇▇▇▇▇ L▇▇▇▇ International (the “Manufacturer”) and the Transaction Parties note the application of the Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Debt Securities by the Manufacturer and the related information set out in the Prospectus and any announcements in connection with the Debt Securities.

MiFID II Product Governance. Each of the Dealers agrees that a determination will be made in relation to each issue about whether, for the purpose of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the “MiFID Product Governance Rules”), any Dealer subscribing for any Instruments is a manufacturer in respect of such Instruments, but that, otherwise, neither the Arrangers nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance Rules.

MiFID II Product Governance. Solely for the purposes of the requirements of Article 9(8) of the MIFID Product Governance rules under EU Delegated Directive 2017/593 (the “Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the Product Governance Rules: (a) each of the Representatives acknowledge that it understands the responsibilities conferred upon it under the Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Notes and the related information set out in the Pricing Disclosure Package in connection with the Notes; and (b) the Company, the Guarantor and the Underwriters note the application of the Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Notes by the Representatives and the related information set out in the Pricing Disclosure Package in connection with the Notes.

MiFID II Product Governance. Solely for the purposes of Article 9(8) of Commission Delegated Directive 2017/593 (the “Delegated Directive”) regarding the responsibilities of “manufacturers” under the Product Governance requirements contained within: (a) Directive 2014/65/EU as amended (“MiFID II”); (b) Articles 9 and 10 of the Delegated Directive; and (c) local implementing measures (the “MiFID II Product Governance Requirements”), each underwriter acknowledges that it understands the responsibilities conferred upon it under the MiFID II Product Governance Requirements relating to: (i) the target market for the offer of the Offered Securities; (ii) the eligible distribution channels for dissemination of the Offered Securities, each as set out in the Disclosure Package and the Final Prospectus in relation to the offer of the Offered Securities; and (iii) the requirement to carry out a product approval process.

MiFID II Product Governance. Solely for the purposes of the requirements of Article 9(8) of the MiFID Product Governance rules under EU Delegated Directive 2017/593, as amended (the “Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the Product Governance Rules: (a) each of M▇▇▇▇▇▇ L▇▇▇▇ International, HSBC Bank plc and M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. International plc (each a “Manufacturer” and together the “Manufacturers”) acknowledges to each other Manufacturer that it understands the responsibilities conferred upon it under the Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Debt Securities and the related information set out in the Prospectus and any announcements in connection with the Debt Securities; and (b) the Underwriters (other than Academy Securities, Inc., Banco Bilbao Vizcaya Argentaria, S.A., BNY Mellon Capital Markets, LLC, PNC Capital Markets LLC, Regions Securities LLC and SunTrust R▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc.) and the Transaction Parties note the application of the Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Debt Securities by the Manufacturers and the related information set out in the Prospectus and any announcements in connection with the Debt Securities.

MiFID II Product Governance. Solely for the purposes of the requirements of Article 9(8) of the MIFID Product Governance rules under EU Delegated Directive 2017/593 (the “Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the Product Governance Rules: (a) each of the Representatives (each a “Manufacturer” and together “the Manufacturers”) acknowledges to each other Manufacturer that it understands the responsibilities conferred upon it under the Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Securities and the related information set out in the Final Prospectus in connection with the Securities; and (b) each of the Underwriters and the Issuers note the application of the Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Securities by the Manufacturers and the related information set out in the Final Prospectus in connection with the Securities.