Barclays, Base Prospectus 2006
Barclays, Base Prospectus 2006
Barclays, Base Prospectus 2006
Create successful ePaper yourself
Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.
Master Subscription Agreement<br />
- 161 - Part F<br />
Subscription and Sale<br />
SUBSCRIPTION AND SALE<br />
Pursuant to a master subscription agreement relating to the Programme (the "Master Subscription<br />
Agreement"), the Manager (being, at the date of this <strong>Base</strong> <strong>Prospectus</strong>, <strong>Barclays</strong> Bank PLC in its<br />
capacity as a Manager) has agreed with the Issuer the basis on which it may from time to time agree to<br />
purchase Notes. The Master Subscription Agreement makes provisions for the appointment of, and<br />
agreement to purchase Notes with, additional or other managers (each a "Manager"). Any such<br />
agreement will extend to those matters stated under "Summary of the Programme " and the relevant<br />
"Terms and Conditions" set out above. In the Master Subscription Agreement, the Issuer has agreed to<br />
reimburse the Manager for certain of its expenses in connection with the establishment of the<br />
Programme and the issue of Notes under the Programme. The Notes will be offered on a continuous<br />
basis by the Issuer to the Manager(s) and may be resold by the relevant Manager(s) at market prices<br />
prevailing at the time of such sale.<br />
Selling Restrictions<br />
General<br />
The Manager has represented and agreed (and each additional Manager will be required to represent<br />
and agree) that it will comply with all applicable securities laws and regulations in force in any<br />
jurisdiction in which it purchases, offers, sells or delivers Notes or possesses or distributes the <strong>Base</strong><br />
<strong>Prospectus</strong> and will obtain any consent, approval or permission required by it for the purchase, offer,<br />
sale or delivery by it of Notes under the laws and regulations in force in any jurisdiction to which it is<br />
subject or in which it makes such purchases, offers, sales or deliveries and neither the Issuer nor any<br />
Manager shall have any responsibility therefor. Neither the Issuer nor the Manager has represented that<br />
Notes may at any time lawfully be sold in compliance with any applicable registration or other<br />
requirements in any jurisdiction, or pursuant to any exemption available thereunder, or has assumed<br />
any responsibility for facilitating such sale. With regard to each Tranche, the relevant Manager will be<br />
required to comply with such other additional restrictions as the relevant Issuer and the relevant<br />
Manager shall agree and as shall be set out in the applicable Final Terms.<br />
United States of America<br />
The Notes have not been and will not be registered under the Securities Act of 1933, as amended (the<br />
"Securities Act"), and, except as provided in the relevant Final Terms with respect to Notes with a<br />
maturity on the issue date of one year or less, may not be offered or sold within the United States or to,<br />
or for the account or benefit of, U.S. persons except in accordance with Regulation S under the<br />
Securities Act ("Regulation S") or pursuant to an exemption from the registration requirements of the<br />
Securities Act.<br />
Except as provided in the relevant Final Terms with respect to Notes with a maturity on the issue date<br />
of one year or less, the Manager has represented and agreed (and each additional Manager will be<br />
required to represent and agree) that it has offered and sold any Notes, and will offer and sell any Notes<br />
(i) as part of their distribution at any time and (ii) otherwise until 40 days after the completion of the<br />
distribution of all Notes of the Tranche of which such Notes are a part within the United States or to, or<br />
for the account of, U.S. persons and it will have sent to each manager to which it sells Notes during the<br />
distribution compliance period a confirmation or other notice setting forth the restrictions on offers and<br />
sales of the Notes within the United States or to, or for the account or benefit of, U.S. persons. Terms<br />
used in this paragraph and in the preceding paragraph shall have the meanings given to them by<br />
Regulation S.<br />
Accordingly, the Manager has further represented and agreed (and each additional Manager will be required<br />
to further represent and agree) that neither it, its affiliates nor any persons acting on its or their<br />
behalf have engaged or will engage in any directed selling efforts with respect to any Note, and it and<br />
they have complied and will comply with the offering restrictions requirement of Regulation S.