Common use of Denomination and Form Clause in Contracts

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 Morgxx Xxxnxxx & Xo. International Limited or Lehmxx Xxxernational (Europe) Limited or an affiliate of either thereof, (ii) in compliance with Rule 144A to a person that the owner of the Note or Ordinary Shares issuable upon the conversion thereof reasonably believes is a qualified institutional buyer within the meaning of Rule 144A purchasing for its own account or for the account of another qualified institutional buyer, (iii) in an offshore transaction complying with Rule 903 or 904 of Regulation S under the Securities Act or (iv) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available), in each case in compliance with the applicable securities laws of the United States. Certificates with respect to Unrestricted Notes sold in reliance on Regulation S under the Securities Act will not bear the Securities Act Legend. (3) Each Certificate and the Global Notes will bear the manual signatures of two duly authorized signatories of the Company as well as the manual signature of an authentication officer of the Registrar. Title to the Notes passes only by a written deed of transfer signed by the transferor and transferee followed by registration in the Register (as described below in Condition 2(2)). The registered holder of any Note will (except as otherwise required by law) be treated as its absolute owner for all purposes whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it or any writing on, or the theft or loss of, the Certificate issued in respect of it and no person will be liable for so treating such holder. In these Terms and Conditions, "Noteholder" and (in relation to a Note) "holder" means the person in whose name a Note is registered in the Register.

Denomination and Form. (1) The Notes will be issued in registered form in denominations of E1,000 Euro 1,000 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) Notes sold in reliance on Rule 144A ("Rule 144A") under the United States Securities Act of 1933, as amended (the "Securities Act"), shall be known as "Restricted Notes". Restricted Notes will initially be represented by a single permanent global Certificate in fully registered form without interest coupons (the "U.S. Global Note"). The U.S. Global Note will initially be registered in the name of, and deposited with a common depositary for Xxxxxx Guaranty Trust Company of New York, as operator of the Euroclear System ("Euroclear") and Clearstream, or a nominee thereof. Notes, sold in reliance on Regulation S under the Securities Act will be 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 CedelbankClearstream, 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 CedelbankClearstream. 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 Clearstream in the Notes will be represented by book entries on the records of Euroclear and CedelbankClearstream, 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 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 Morgxx Xxxnxxx Xxxxxx Xxxxxxx & Xo. Co. International Limited or Lehmxx Xxxernational Xxxxxx International (Europe) Limited or an affiliate of either thereof, (ii) in compliance with Rule 144A to a person that the owner of the Note or Ordinary Shares issuable upon the conversion thereof reasonably believes is a qualified institutional buyer within the meaning of Rule 144A purchasing for its own account or for the account of another qualified institutional buyer, (iii) in an offshore transaction complying with Rule 903 or 904 of Regulation S under the Securities Act or (iv) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available), in each case in compliance with the applicable securities laws of the United States. Certificates with respect to Unrestricted Notes sold in reliance on Regulation S under the Securities Act will not bear the Securities Act Legend. (3) Each Certificate and the Global Notes will bear the manual signatures of two duly authorized signatories of the Company as well as the manual signature of an authentication officer of the Registrar. Title to the Notes passes only by a written deed of transfer signed by the transferor and transferee followed by registration in the Register (as described below in Condition 2(2)). The registered holder of any Note will (except as otherwise required by law) be treated as its absolute owner for all purposes whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it or any writing on, or the theft or loss of, the Certificate issued in respect of it and no person will be liable for so treating such holder. In these Terms and Conditions, "Noteholder" and (in relation to a Note) "holder" means the person in whose name a Note is registered in the Register.

Denomination and Form. (1) The Notes will be issued in registered form in denominations of E1,000 ¥24,000,000 and integral multiples thereof without interest couponscoupons attached. 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 The Notes will initially be in the form of permanent global notes (the “Global Notes”) deposited with a common depositary (the “Common Depositary”) for the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream Luxembourg”), which will initially be The Bank of New York. Notes sold in reliance on Rule 144A (“Rule 144A”) under the United States Securities Act of 1933, as "amended (the “Securities Act”), are referred to as “Restricted Notes”. Restricted Notes will initially be represented by one of the Global Notes (the “Restricted Global Note”). Certificates with respect to Notes sold in reliance on Regulation S under the Securities Act are referred to as “Unrestricted Notes"”. The Unrestricted Notes will initially be represented by a single permanent global Certificate in fully registered form without interest coupons the other Global Note (the "European “Unrestricted 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 Interests in the Notes represented by the European Global Note Notes may be held only through Euroclear or Cedelbankand Clearstream Luxembourg. Together, Interests in 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 Clearstream Luxembourg will be represented by book entries on the records of Euroclear and CedelbankClearstream Luxembourg, as the case may be. The amount of Notes represented by each of the European Restricted Global Note and the U.S. Unrestricted Global Note will be evidenced by the register (the "“Register"”) maintained for that purpose by a registrar (the "“Registrar"”), which initially will be ING The 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 Morgxx Xxxnxxx & Xo. International Limited or Lehmxx Xxxernational (Europe) Limited or an affiliate of either thereof, (ii) in compliance with Rule 144A to a person that the owner of the Note or Ordinary Shares issuable upon the conversion thereof reasonably believes is a qualified institutional buyer within the meaning of Rule 144A purchasing for its own account or for the account of another qualified institutional buyer, (iii) in an offshore transaction complying with Rule 903 or 904 of Regulation S under the Securities Act or (iv) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available), in each case in compliance with the applicable securities laws of the United States. Certificates with respect to Unrestricted Notes sold in reliance on Regulation S under the Securities Act will not bear the Securities Act LegendNew York. (3) Each Certificate and the Global Notes will bear the manual signatures or facsimile signature of two a duly authorized signatories signatory of the Company as well as the manual signature of an authentication officer of the Registrar. Title to the Notes passes only by a written deed of transfer signed by the transferor and transferee followed by registration will pass in the Register (as manner described below in Condition 2(2))2. The registered holder of any Note will (except as otherwise required by law) be treated as its absolute owner for all purposes whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it or any writing on, or the theft or loss of, the Certificate issued in respect of it and no person will be liable for so treating such holder. In these Terms and Conditions, "“Noteholder" ” and (in relation to a Note) "“holder" ” means the person in whose name a Note is registered in the Register.