Denomination and Form Clause Samples

Denomination and Form. (1) The Notes will be issued in registered form in denominations of E1,000 and integral multiples thereof without interest coupons. A certificate (each a "Certificate") will be issued to each holder of Notes in respect of its registered holding of Notes. Each Note and each Certificate will have an identifying number which will be recorded on the relevant Certificate and in the Register (as defined in Condition 1(2)). The Notes are not issuable in bearer form. (2) known as "Unrestricted Notes". The Unrestricted Notes will initially be represented by a single permanent global Certificate in fully registered form without interest coupons (the "European Global Note" and together with the U.S. Global Note, the "Global Notes"). The European Global Note will initially be registered in the name of, and deposited with a common depositary for Euroclear and Cedelbank, or a nominee thereof. Up to and including the fortieth day after the later of the commencement of the initial offering of the Notes and the issue date of the Notes, interests in the Notes represented by the European Global Note may be held only through Euroclear or Cedelbank. Together, the Notes represented by the European Global Note and the Notes represented by the U.S. Global Note will have an aggregate Accreted Principal Amount and an aggregate principal amount equal to the aggregate Accreted Principal Amount and the aggregate principal amount, respectively, of the Notes outstanding at any one time. Interests of participants in Euroclear and Cedelbank in the Notes will be represented by book entries on the records of Euroclear and Cedelbank, as the case may be. The amount of Notes represented by the European Global Note and the U.S. Global Note will be evidenced by the register (the "Register") maintained for that purpose by a registrar (the "Registrar"), which initially will be ING Bank N.V. Certificates with respect to Restricted Notes sold in reliance on Rule 144A will bear a legend (the "Securities Act Legend") stating that neither the Notes nor the Ordinary Shares issuable upon conversion thereof have been or will be registered under the Securities Act and that any purchaser of Notes agrees that the Notes and the Ordinary Shares issuable upon conversion thereof may be offered, sold, pledged or otherwise transferred only (i) to Morg▇▇ ▇▇▇n▇▇▇ & ▇o. International Limited or Lehm▇▇ ▇▇▇ernational (Europe) Limited or an affiliate of either thereof, (ii) in compliance with Rule 144A to a person that ...