Common use of FORM OF PERMANENT GLOBAL NOTE Clause in Contracts

FORM OF PERMANENT GLOBAL NOTE. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(J) AND 1287(A) OF THE INTERNAL REVENUE CODE. EQUINOR ASA PERMANENT GLOBAL NOTE Unconditionally and (subject to Condition 2(c)) irrevocably guaranteed by EQUINOR ENERGY AS This Global Note is a Permanent Global Note in respect of a duly authorised issue of Notes (the Notes) of Equinor ASA (the Issuer) described, and having the provisions specified, in Part A of the attached Final Terms (the Final Terms). References in this Global Note to the Conditions shall be to the Terms and Conditions of the Notes other than VPS Notes as set out in Schedule 1 to the Agency Agreement (as defined below) as completed by the information set out in the Final Terms, but in the event of any conflict between the provisions of (a) that Schedule or (b) this Global Note and the information set out in the Final Terms, the Final Terms will prevail. Words and expressions defined or set out in the Conditions and/or the Final Terms shall have the same meaning when used in this Global Note. This Global Note is issued subject to, and with the benefit of, the Conditions and an Agency Agreement (the Agency Agreement, which expression shall be construed as a reference to that agreement as the same may be amended, supplemented, novated or restated from time to time) dated 13 May 2020 and made between the Issuer, Equinor Energy AS (the Guarantor), The Bank of New York Mellon (the Agent) and the other agents named in it. For value received the Issuer, subject to and in accordance with the Conditions, promises to pay to the bearer of this Global Note on the Maturity Date and/or on such earlier date(s) as all or any of the Notes represented by this Global Note may become due and repayable in accordance with the Conditions, the amount payable under the Conditions in respect of the Notes represented by this Global Note on each such date and to pay interest (if any) on the nominal amount of the Notes from time to time represented by this Global Note calculated and payable as provided in the Conditions together with any other sums payable under the Conditions, upon (if the Final Terms indicates that this Global Note is not intended to be a New Global Note) presentation and, at maturity, surrender of this Global Note to or to the order of the Agent or any of the other paying agents located outside the United States (except as provided in the Conditions) from time to time appointed by the Issuer and the Guarantor in respect of the Notes. If the Final Terms indicates that this Global Note is intended to be a New Global Note, the nominal amount of Notes represented by this Global Note shall be the aggregate amount from time to time entered in the records of both Euroclear Bank SA/NV and Clearstream Banking S.A. (together, the relevant Clearing Systems). The records of the relevant Clearing Systems (which expression in this Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customer's interest in the Notes) shall be conclusive evidence of the nominal amount of Notes represented by this Global Note and, for these purposes, a statement issued by a relevant Clearing System stating the nominal amount of Notes represented by this Global Note at any time (which statement shall be made available to the bearer upon request) shall be conclusive evidence of the records of the relevant Clearing System at that time. If the Final Terms indicates that this Global Note is not intended to be a New Global Note, the nominal amount of the Notes represented by this Global Note shall be the aggregate nominal amount stated in the Final Terms or, if lower, the nominal amount most recently entered by or on behalf of the Issuer in the relevant column in Part 2 or 3 of Schedule One or in Schedule Two. On any redemption or payment of interest being made in respect of, or purchase and cancellation of, any of the Notes represented by this Global Note the Issuer shall procure that:

Appears in 2 contracts

Samples: Agency Agreement, Agency Agreement

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FORM OF PERMANENT GLOBAL NOTE. [ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(J165(j) AND 1287(A1287(a) OF THE INTERNAL REVENUE CODE. EQUINOR ASA CODE.]5 [SPAREBANK 1 SMN/ SPAREBANK 1 NORD-NORGE/ SPAREBANK 1 ØSTLANDET/ SPAREBANK 1 SØRØST-NORGE]6 PERMANENT GLOBAL NOTE Unconditionally and (subject to Condition 2(c)) irrevocably guaranteed by EQUINOR ENERGY AS This Global Note is a Permanent Global Note in respect of a duly authorised issue of Notes (the Notes) of Equinor ASA [SPAREBANK 1 SMN/SPAREBANK 1 NORD-NORGE/SPAREBANK 1 ØSTLANDET/SPAREBANK 1 SØRØST-NORGE]6) (the "Issuer") described, and having the provisions specified, in Part A of the attached Final Terms (together the Final Terms) or in the case of Exempt Notes, in Part A of the attached Pricing Supplement (the Pricing Supplement). References in this Global Note to the Conditions shall be to the Terms and Conditions of the Notes other than VPS Notes as set out in Schedule 1 2 to the Agency Agreement (as defined below) as completed by the information set out in (i) the Final TermsTerms or (ii) in the case of Exempt Notes, the Pricing Supplement which may modify and supplement such Terms and Conditions, but in the event of any conflict between the provisions of (ai) that Schedule or (bii) this Global Note and the information set out in the Final TermsTerms or the Pricing Supplement, as the case may be, the Final Terms or the Pricing Supplement, as the case may be will prevail. Words and expressions defined or set out in the Conditions and/or the Final Terms or the Pricing Supplement, as the case may be, shall have the same meaning when used in this Global Note. This Global Note is issued subject to, and with the benefit of, the Conditions and an Amended and Restated Agency Agreement (the Agency Agreement, which expression shall be construed as a reference to that agreement as the same may be further amended, restated and/or supplemented, novated or restated from time to time) dated 13 May 2020 22 June 2023 and made between the Issuer, Equinor Energy AS (the Guarantor)Citibank, The Bank of New York Mellon N.A., London Branch (the Agent) and the other agents named in it. For value received the Issuer, subject to and in accordance with the Conditions, promises to pay to the bearer of this Global Note on each Instalment Date (if the Notes are repayable in instalments) and on the Maturity Date (if any) and/or on such earlier date(s) as all or any of the Notes represented by this Global Note may become due and repayable in accordance with the Conditions, the amount payable under the Conditions in respect of the Notes represented by this Global Note on each such date and to pay interest (if any) on the nominal amount of the Notes from time to time represented by this Global Note calculated and payable as provided in the Conditions together with any other sums payable under the Conditions, upon (if the Final Terms or the Pricing Supplement, as the case may be, indicates that this Global Note is not intended to be a New Global Note) presentation and, at maturity, surrender of this Global Note to or to the order of the Agent or any of the other paying agents located outside the United States (except as provided in the Conditions) from time to time appointed by the Issuer and the Guarantor in respect of the Notes. If the Final Terms or the Pricing Supplement, as the case may be, indicates that this Global Note is intended to be a New Global Note, the nominal amount of Notes represented by this Global Note shall be the aggregate amount from time to time entered 5 This legend can be deleted if TEFRA C or TEFRA not applicable is specified in the records of both Euroclear Bank SA/NV and Clearstream Banking S.A. (together, the relevant Clearing Systems). The records of the relevant Clearing Systems (which expression in this Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customer's interest in the Notes) shall be conclusive evidence of the nominal amount of Notes represented by this Global Note and, for these purposes, a statement issued by a relevant Clearing System stating the nominal amount of Notes represented by this Global Note at any time (which statement shall be made available to the bearer upon request) shall be conclusive evidence of the records of the relevant Clearing System at that time. If the applicable Final Terms indicates that this Global Note is not intended to be a New Global Note[or Pricing Supplement, as the nominal amount of the Notes represented by this Global Note shall be the aggregate nominal amount stated in the Final Terms or, if lower, the nominal amount most recently entered by or on behalf of the Issuer in the relevant column in Part 2 or 3 of Schedule One or in Schedule Two. On any redemption or payment of interest being made in respect of, or purchase and cancellation of, any of the Notes represented by this Global Note the Issuer shall procure that:case may be].

Appears in 2 contracts

Samples: Agency Agreement, Agency Agreement

FORM OF PERMANENT GLOBAL NOTE. This Global Note is entitled to the benefit of the same obligations on the part of the Issuer as Series Number: [ ] Serial Number: [ ] [ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(J165(j) AND 1287(A1287(a) OF THE INTERNAL REVENUE CODE. EQUINOR ASA CODE.]3 NORDEA BANK ABP (incorporated with limited liability in Finland) PERMANENT GLOBAL NOTE Unconditionally representing up to [Aggregate principal amount of Series and title of Notes] (subject to Condition 2(cthe "Notes") This permanent global note (the "Permanent Global Note") is issued in respect of the Notes by NORDEA BANK ABP (the "Issuer")) irrevocably guaranteed by EQUINOR ENERGY AS . This Permanent Global Note is issued pursuant to a fiscal agency agreement (as supplemented, amended or restated, the "Fiscal Agency Agreement") dated 7 May 2021 and made, inter alia, between the Issuer and Citibank, N.A., London Branch in its capacity as fiscal agent (the "Fiscal Agent", which expression shall include any successor to Citibank, N.A., London Branch in its capacity as such), Citigroup Global Markets Europe AG as registrar and certain other financial institutions named therein. Terms used in this Permanent Global Note and not otherwise defined have the meanings given to them in respect of a duly authorised issue of Notes (the Notes) of Equinor ASA (the Issuer) described, and having the provisions specified, in Part A of the attached Final Terms (the Final Terms). References in this Global Note to the Conditions shall be to the Terms and Conditions of the Notes other than VPS Notes as set out in Schedule 1 to the Agency Agreement (as defined below) as completed by and the information Fiscal Agency Agreement. In the case of any Notes which are Exempt Notes, any reference in this Temporary Global Note to the "Final Terms" shall be deemed to be a reference to the Pricing Supplement prepared in relation to such Notes. The Issuer for value received promises, all in accordance with the terms and conditions (the "Conditions") set out in the [base prospectus/base listing particulars] prepared by the Issuer and dated 7 May 2021 and the final terms prepared in relation to the Notes (the "Final Terms, but in the event of any conflict between the provisions of (a) that Schedule or (b) this Global Note and the information set out in the Final Terms, the Final Terms will prevail. Words and expressions defined or set out in the Conditions and/or the Final Terms shall have the same meaning when used in this Global Note. This Global Note is issued subject to, and with the benefit of, the Conditions and an Agency Agreement (the Agency Agreement, which expression shall be construed as a reference to that agreement as the same may be amended, supplemented, novated or restated from time to time) dated 13 May 2020 and made between the Issuer, Equinor Energy AS (the Guarantor"), The Bank of New York Mellon (the Agent) and the other agents named in it. For value received the Issuer, subject to and in accordance with the Conditions, promises to pay to the bearer of this Global Note upon surrender hereof on the Maturity Date and/or [maturity date] or on such earlier date(s) date as all the same may become payable in accordance therewith the principal sum of [denomination in words and numerals] or any of such other redemption amount as may be specified in such Conditions and Final 3 This legend can be deleted if the Notes represented by this Global Note may become due and repayable have an initial maturity of 1 year or less or if TEFRA C is specified in accordance with the Conditions, the amount payable under the Conditions in respect of the Notes represented by this Global Note on each such date applicable Final Terms. Terms and to pay interest (if any) in arrears on the nominal dates specified therein any interest on such principal amount of at the Notes from time to time represented by this Global Note calculated and payable as provided in rate or rates specified therein. If the Conditions together with any other sums payable under the Conditions, upon (if the relevant Final Terms indicates that this Global Note is not intended to be a New Global Note) presentation and, at maturity, surrender of this Global Note to or to the order of the Agent or any of the other paying agents located outside the United States (except as provided in the Conditions) from time to time appointed by the Issuer and the Guarantor in respect of the Notes. If the Final Terms indicates that this Permanent Global Note is intended to be a New NGN Permanent Global Note, the nominal amount of Notes represented by this NGN Permanent Global Note shall be the aggregate amount from time to time entered in the records of both Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A. (together"Clearstream, Luxembourg") (each an "ICSD" and together the relevant Clearing Systems"ICSDs"). The records of the relevant Clearing Systems ICSDs (which expression in this Permanent Global Note means the records that each relevant Clearing System ICSD holds for its customers which reflect the amount of such customer's interest interests in the Notes) shall be conclusive evidence of the nominal amount of Notes represented by this Permanent Global Note and, for these purposes, a statement issued by a relevant Clearing System ICSD stating the nominal amount of Notes represented by this Permanent Global Note at any time (which statement shall be made available to the bearer upon request) shall be conclusive evidence of the records of the relevant Clearing System ICSD at that time. If the relevant Final Terms indicates that this Permanent Global Note is not intended to be a New NGN Permanent Global Note, the nominal amount of the Notes represented by this Permanent Global Note shall be the aggregate nominal amount stated in the applicable Final Terms or, if lower, the nominal amount most recently entered by or on behalf of the Issuer in the relevant column in Part 2 or 3 the Schedule hereto. The bearer of Schedule One or in Schedule Two. On any redemption or payment this Permanent Global Note is entitled to the benefit of interest being made in respect of, or purchase and cancellation of, any the same obligations on the part of the Issuer as if such bearer were the bearer of the Notes represented by hereby, and all payments under and to the bearer of this Permanent Global Note shall be valid and effective to satisfy and discharge the corresponding liabilities of the Issuer in respect of the Notes. Interests in this Permanent Global Note will be exchanged (subject to the period allowed for delivery as set out in (i) below), in whole but not in part only and at the request of the bearer hereof, for Definitive Bearer Notes, (a) if Euroclear or Clearstream, Luxembourg or any other relevant clearing system is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business or (b) any of the circumstances described in Condition 7 (Events of Default) occurs. Whenever this Permanent Global Note is to be exchanged for Definitive Bearer Notes, the Bank shall procure that:the prompt delivery of such Definitive Bearer Notes, duly authenticated and where and to the extent applicable, with Receipts, Coupons and Talons attached in an aggregate principal amount equal to the principal amount of this Permanent Global Note to the bearer hereof against its surrender to or to the order of the Fiscal Agent within 30 days of the bearer requesting such exchange. Furthermore, if, (i) Definitive Bearer Notes have not been delivered in accordance with the foregoing by 5.00 p.m. (London time) on the thirtieth day after the bearer has requested exchange, or

Appears in 1 contract

Samples: Fiscal Agency Agreement

FORM OF PERMANENT GLOBAL NOTE. [ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(J165(j) AND 1287(A1287(a) OF THE INTERNAL REVENUE CODE. EQUINOR ASA CODE.]1 TELEFONAKTIEBOLAGET LM ERICSSON (PUBL) PERMANENT GLOBAL NOTE Unconditionally and (subject [Details of Individual issue to Condition 2(c)) irrevocably guaranteed by EQUINOR ENERGY AS be inserted] This Global Note is a Permanent Global Note in respect of a duly authorised issue of Euro Medium Term Notes (the Notes) of Equinor ASA Telefonaktiebolaget LM Ericsson (publ) (the Issuer) described, and having the provisions specifiedspecified (a), in the case of Notes which are not Exempt Notes, in Part A of the attached Final Terms attached hereto (the Final Terms) or (b), in the case of Exempt Notes, in Part A of the Pricing Supplement attached hereto (the Pricing Supplement). References in this Global Note herein to the Conditions shall be to the Terms and Conditions of the Notes other than VPS Notes as set out in Schedule 1 to the Agency Agreement (as defined below) as completed by the information set out in (i) the Final TermsTerms or (ii) in the case of Exempt Notes, the Pricing Supplement which may modify and supplement such Terms and Conditions, but in the event of any conflict between the provisions of (a) that Schedule or (b) this Global Note and the information set out in the Final TermsTerms or the Pricing Supplement, as the case may be, the Final Terms or the Pricing Supplement, as the case may be, will prevail. Words and expressions defined or set out in the Conditions and/or the Final Terms or the Pricing Supplement, as the case may be, shall have bear the same meaning when used in this Global Noteherein. This Global Note is issued subject to, and with the benefit of, the Conditions and an Amended and Restated Agency Agreement dated 8 May 2014 (together the Agency Agreement, which expression shall be construed as a reference to that agreement as the same may be amended, supplemented, novated or restated from time to time) dated 13 May 2020 and each made between the Issuer, Equinor Energy AS (the Guarantor)Citibank, The Bank of New York Mellon N.A., London Branch (the Agent) and the other agents named in ittherein. For value received the Issuer, subject to and in accordance with the Conditions, promises to pay to the bearer of this Global Note hereof on the Maturity Date and/or on such earlier date(s) as all or any of the Notes represented by this Global Note may become due and repayable in accordance with the Conditions, the amount payable under the Conditions in respect of the such Notes represented by this Global Note on each such date and to pay interest (if any) on the nominal amount of the Notes from time to time represented by this Global Note calculated and payable as provided in the Conditions together with any other sums payable under the Conditions, upon (if the Final Terms or the Pricing Supplement, as the case may be, indicates that this Global Note is not intended to be a New Global Note) presentation and, at maturity, surrender of this Global Note to or to the order of the Agent at Citigroup Centre, Xxxxxx Xxxxx, Xxxxxx X00 0XX or at the specified office of any of the other paying agents located outside the United States (except as provided in the Conditions) from time to time appointed by the Issuer and the Guarantor in respect of the Notes. 1 This legend can be deleted if TEFRA C or TEFRA not applicable is specified in the applicable Final Terms or Pricing Supplement, as the case may be. If the Final Terms or the Pricing Supplement, as the case may be, indicates that this Global Note is intended to be a New Global Note, the nominal amount of Notes represented by this Global Note shall be the aggregate amount from time to time entered in the records of both Euroclear Bank SA/NV S.A./N.V. and Clearstream Banking S.A. Banking, société anonyme (together, the relevant Clearing Systems). The records of the relevant Clearing Systems (which expression in this Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customer's interest in the Notes) shall be conclusive evidence of the nominal amount of Notes represented by this Global Note and, for these purposes, a statement issued by a relevant Clearing System stating the nominal amount of Notes represented by this Global Note at any time (which statement shall be made available to the bearer upon request) shall be conclusive evidence of the records of the relevant Clearing System at that time. If the Final Terms or the Pricing Supplement, as the case may be, indicates that this Global Note is not intended to be a New Global Note, the nominal amount of the Notes represented by this Global Note shall be the aggregate nominal amount stated in the Final Terms or the Pricing Supplement, as the case may be, or, if lower, the nominal amount most recently entered by or on behalf of the Issuer in the relevant column in Part 2 II or 3 III of Schedule One or in Schedule TwoTwo hereto. On any redemption or payment of interest being made in respect of, or purchase and cancellation of, any of the Notes represented by this Global Note Note, the Issuer shall procure that:

Appears in 1 contract

Samples: Agency Agreement

FORM OF PERMANENT GLOBAL NOTE. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(JAny United States person who holds this obligation will be subject to limitations under the United States income tax laws, including the limitations provided in sections 165(j) AND 1287(Aand 1287(a) OF THE INTERNAL REVENUE CODEof the Internal Revenue Code. EQUINOR ASA [By accepting this obligation, the holder represents and warrants that it is not a United States person (other than an exempt recipient described in section 6049(b)(4) of the Internal Revenue Code and regulations thereunder) and that it is not acting for or on behalf of a United States person (other than an exempt recipient described in section 6049(b)(4) of the Internal Revenue Code and the regulations thereunder).]1 PEPSICO, INC. PERMANENT GLOBAL NOTE Unconditionally and (subject to Condition 2(c)) irrevocably guaranteed by EQUINOR ENERGY AS This Global Note is a Permanent Global Note in respect of a duly authorised issue Series of Euro Medium Term Notes (the Notes) of Equinor ASA PepsiCo, Inc. (the Issuer) described, and having the provisions specified, in Part A of the attached Final Terms or Final Terms attached hereto (together the Final Terms). Notes will only be issued initially in respect of any Tranche of Notes in permanent global form where no certification of non-United States beneficial ownership is required by U.S. Treasury Regulations. References in this Global Note herein to the Conditions shall be to the Terms and Conditions of the Notes other than VPS Notes as set out in Schedule 1 to the Agency Agreement (as defined below) as completed modified and supplemented by the information set out in the Final Terms, but in the event of any conflict between the provisions of (a) that Schedule or (b) this Global Note and the information set out in the Final Terms, the Final Terms will prevail. Words and expressions defined or set out in the Conditions and/or the Final Terms shall have bear the same meaning when used in this Global Noteherein. This Global Note is issued subject to, and with the benefit of, the Conditions and an Agency Agreement (the Agency Agreement, which expression shall be construed as a reference to that agreement as the same may be amended, supplemented, novated supplemented or restated from time to time) dated 13 May 2020 5 August 2008 and made between the Issuer, Equinor Energy AS (the Guarantor), The Bank of New York Mellon (the Agent) and the other agents Paying Agents named in it. For value received the Issuer, subject to and in accordance with the Conditions, promises to pay to the bearer of this Global Note on the Maturity Date and/or on such earlier date(s) as all or any of the Notes represented by this Global Note may become due and repayable in accordance with the Conditions, the amount payable under the Conditions in respect of the Notes represented by this Global Note on each such date and to pay interest (if any) on the nominal amount of the Notes from time to time represented by this Global Note calculated and payable as provided in the Conditions together with any other sums payable under the Conditions, upon (if the Final Terms indicates that this Global Note is not intended to be a New Global Note) presentation and, at maturity, surrender of this Global Note to or to the order of the Agent or any of the other paying agents located outside the United States (except as provided in the Conditions) from time to time appointed by the Issuer and the Guarantor in respect of the Notestherein. If the applicable Final Terms indicates indicate that this Global Note is intended to be a New Global Note, the nominal amount of Notes represented by this Global Note shall be the aggregate amount from time to time entered in the records of both Euroclear Bank SA/NV S.A./N.V. and Clearstream Banking S.A. Banking, société anonyme (together, the relevant Clearing Systems). The records of the relevant Clearing Systems (which expression in this Global Note means the records that each relevant Clearing System holds for its 1 This legend will be required for all Notes with maturity (at issue) of 183 days or less (including unilateral extensions and rollovers). customers which reflect the amount of such customer's ’s interest in the Notes) shall be conclusive evidence of the nominal amount of Notes represented by this Global Note and, for these purposes, a statement issued by a relevant Clearing System stating the nominal amount of Notes represented by this Global Note at any time (which statement shall be made available to the bearer upon request) shall be conclusive evidence of the records of the relevant Clearing System at that time. If For value received the Final Terms indicates that this Global Note is not intended issuer, subject to be a New Global Noteand in accordance with the Conditions, promises to pay to the nominal amount bearer hereof on each Instalment Date (if the Notes are repayable in instalments) and on the Maturity Date and/or on such earlier date(s) as all or any of the Notes represented by this Global Note shall be may become due and repayable in accordance with the aggregate nominal Conditions, the amount stated payable under the Conditions in the Final Terms or, respect of such Notes on each such date and to pay interest (if lower, any) on the nominal amount most recently entered of the Notes from time to time represented by this Global Note calculated and payable as provided in the Conditions together with any other sums payable under the Conditions, upon presentation and, at maturity, surrender of this Global Note to or on behalf to the order of the agent at or any of the other Paying Agents located outside the United States (except as provided in the Conditions) from time to time appointed by the Issuer in respect of the relevant column in Part 2 or 3 of Schedule One or in Schedule TwoNotes. On any redemption or payment of an instalment or interest being made in respect of, or purchase and cancellation of, any of the Notes represented by this Global Note the Issuer shall procure that:

Appears in 1 contract

Samples: Agency Agreement (Pepsico Inc)

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FORM OF PERMANENT GLOBAL NOTE. This Global Note is entitled to the benefit of the same obligations on the part of the Issuer as Series Number: [ ] Serial Number: [ ] [ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(J165(j) AND 1287(A1287(a) OF THE INTERNAL REVENUE CODE. EQUINOR ASA CODE.]3 NORDEA BANK ABP (incorporated with limited liability in Finland) PERMANENT GLOBAL NOTE Unconditionally representing up to [Aggregate principal amount of Series and title of Notes] (subject to Condition 2(cthe "Notes") This permanent global note (the "Permanent Global Note") is issued in respect of the Notes by NORDEA BANK ABP (the "Issuer")) irrevocably guaranteed by EQUINOR ENERGY AS . This Permanent Global Note is issued pursuant to a fiscal agency agreement (as supplemented, amended or restated, the "Fiscal Agency Agreement") dated 5 May 2020 and made, inter alia, between the Issuer and Citibank, N.A., London Branch in its capacity as fiscal agent (the "Fiscal Agent", which expression shall include any successor to Citibank, N.A., London Branch in its capacity as such), Citigroup Global Markets Europe AG as registrar and certain other financial institutions named therein. Terms used in this Permanent Global Note and not otherwise defined have the meanings given to them in respect of a duly authorised issue of Notes (the Notes) of Equinor ASA (the Issuer) described, and having the provisions specified, in Part A of the attached Final Terms (the Final Terms). References in this Global Note to the Conditions shall be to the Terms and Conditions of the Notes other than VPS Notes as set out in Schedule 1 to the Agency Agreement (as defined below) as completed by and the information Fiscal Agency Agreement. In the case of any Notes which are Exempt Notes, any reference in this Temporary Global Note to the "Final Terms" shall be deemed to be a reference to the Pricing Supplement prepared in relation to such Notes. The Issuer for value received promises, all in accordance with the terms and conditions (the "Conditions") set out in the Final Terms, but in [base prospectus/base listing particulars] prepared by the event of any conflict between the provisions of (a) that Schedule or (b) this Global Note Issuer and the information set out in the Final Terms, the Final Terms will prevail. Words and expressions defined or set out in the Conditions and/or the Final Terms shall have the same meaning when used in this Global Note. This Global Note is issued subject to, and with the benefit of, the Conditions and an Agency Agreement (the Agency Agreement, which expression shall be construed as a reference to that agreement as the same may be amended, supplemented, novated or restated from time to time) dated 13 5 May 2020 and made between the Issuer, Equinor Energy AS final terms prepared in relation to the Notes (the Guarantor"Final Terms"), The Bank of New York Mellon (the Agent) and the other agents named in it. For value received the Issuer, subject to and in accordance with the Conditions, promises to pay to the bearer of this Global Note upon surrender hereof on the Maturity Date and/or [maturity date] or on such earlier date(s) date as all the same may become payable in accordance therewith the principal sum of [denomination in words and numerals] or any of such other redemption amount as may be specified in such Conditions and Final 3 This legend can be deleted if the Notes represented by this Global Note may become due and repayable have an initial maturity of 1 year or less or if TEFRA C is specified in accordance with the Conditions, the amount payable under the Conditions in respect of the Notes represented by this Global Note on each such date applicable Final Terms. Terms and to pay interest (if any) in arrears on the nominal dates specified therein any interest on such principal amount of at the Notes from time to time represented by this Global Note calculated and payable as provided in rate or rates specified therein. If the Conditions together with any other sums payable under the Conditions, upon (if the relevant Final Terms indicates that this Global Note is not intended to be a New Global Note) presentation and, at maturity, surrender of this Global Note to or to the order of the Agent or any of the other paying agents located outside the United States (except as provided in the Conditions) from time to time appointed by the Issuer and the Guarantor in respect of the Notes. If the Final Terms indicates that this Permanent Global Note is intended to be a New NGN Permanent Global Note, the nominal amount of Notes represented by this NGN Permanent Global Note shall be the aggregate amount from time to time entered in the records of both Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking Banking, S.A. (together"Clearstream, Luxembourg") (each an "ICSD" and together the relevant Clearing Systems"ICSDs"). The records of the relevant Clearing Systems ICSDs (which expression in this Permanent Global Note means the records that each relevant Clearing System ICSD holds for its customers which reflect the amount of such customer's interest interests in the Notes) shall be conclusive evidence of the nominal amount of Notes represented by this Permanent Global Note and, for these purposes, a statement issued by a relevant Clearing System ICSD stating the nominal amount of Notes represented by this Permanent Global Note at any time (which statement shall be made available to the bearer upon request) shall be conclusive evidence of the records of the relevant Clearing System ICSD at that time. If the relevant Final Terms indicates that this Permanent Global Note is not intended to be a New NGN Permanent Global Note, the nominal amount of the Notes represented by this Permanent Global Note shall be the aggregate nominal amount stated in the applicable Final Terms or, if lower, the nominal amount most recently entered by or on behalf of the Issuer in the relevant column in Part 2 or 3 the Schedule hereto. The bearer of Schedule One or in Schedule Two. On any redemption or payment this Permanent Global Note is entitled to the benefit of interest being made in respect of, or purchase and cancellation of, any the same obligations on the part of the Issuer as if such bearer were the bearer of the Notes represented by hereby, and all payments under and to the bearer of this Permanent Global Note shall be valid and effective to satisfy and discharge the corresponding liabilities of the Issuer in respect of the Notes. Interests in this Permanent Global Note will be exchanged (subject to the period allowed for delivery as set out in (i) below), in whole but not in part only and at the request of the bearer hereof, for Definitive Bearer Notes, (a) if Euroclear or Clearstream, Luxembourg or any other relevant clearing system is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business or (b) any of the circumstances described in Condition 7 (Events of Default) occurs. Whenever this Permanent Global Note is to be exchanged for Definitive Bearer Notes, the Bank shall procure that:the prompt delivery of such Definitive Bearer Notes, duly authenticated and where and to the extent applicable, with Receipts, Coupons and Talons attached in an aggregate principal amount equal to the principal amount of this Permanent Global Note to the bearer hereof against its surrender to or to the order of the Fiscal Agent within 30 days of the bearer requesting such exchange. Furthermore, if, (i) Definitive Bearer Notes have not been delivered in accordance with the foregoing by 5.00 p.m. (London time) on the thirtieth day after the bearer has requested exchange, or

Appears in 1 contract

Samples: Fiscal Agency Agreement

FORM OF PERMANENT GLOBAL NOTE. [ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(J165(j) AND 1287(A1287(a) OF THE INTERNAL REVENUE CODECODE.]8 KAUPTHING BÚNAÐARBANKI HF. EQUINOR ASA PERMANENT GLOBAL NOTE Unconditionally and (subject to Condition 2(c)) irrevocably guaranteed by EQUINOR ENERGY AS This Global Note is a Permanent Global Note in respect of a duly authorised issue of Notes (the Notes) of Equinor ASA Kaupthing Búnaðarbanki hf. (the Issuer) described, and having the provisions specified, in Part A of the attached Final Terms Pricing Supplement or Pricing Supplements (together the Final TermsPricing Supplement). References in this Global Note to the Conditions shall be to the Terms and Conditions of the Notes other than VPS Notes as set out in Schedule 1 2 to the Agency Agreement (as defined below) as completed modified and supplemented by the information set out in the Final TermsPricing Supplement, but in the event of any conflict between the provisions of (a) that Schedule or (b) this Global Note and the information set out in the Final TermsPricing Supplement, the Final Terms Pricing Supplement will prevail. Words and expressions defined or set out in the Conditions and/or the Final Terms Pricing Supplement shall have the same meaning when used in this Global Note. This Global Note is issued subject to, and with the benefit of, the Conditions and an Agency Agreement (the Agency Agreement, which expression shall be construed as a reference to that agreement as the same may be amended, supplemented, novated or restated from time to time) dated 13 May 2020 24th June, 2003 and made between the Issuer, Equinor Energy AS (the Guarantor)Citibank, The Bank of New York Mellon N.A. (the Agent) and the other agents named in it. For value received the Issuer, subject to and in accordance with the Conditions, promises to pay to the bearer of this Global Note on each Instalment Date (if the Notes are repayable in instalments) and on the Maturity Date (if any) and/or on such earlier date(s) as all or any of the Notes represented by this Global Note may become due and repayable in accordance with the Conditions, the amount payable under the Conditions in respect of the Notes represented by this Global Note on each such date and to pay interest (if any) on the nominal amount of the Notes from time to time represented by this Global Note calculated and payable as provided in the Conditions together with any other sums payable under the Conditions, upon (if the Final Terms indicates that this Global Note is not intended to be a New Global Note) presentation and, at maturity, surrender of this Global Note to or to at the order office of the Agent at 0 Xxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX or at the specified office of any of the other paying agents located outside the United States (except as provided in the Conditions) from time to time appointed by the Issuer and the Guarantor in respect of the Notes. If the Final Terms indicates that this Global Note is intended to be a New Global Note, the nominal amount of Notes represented by this Global Note shall be the aggregate amount from time to time entered in the records of both Euroclear Bank SA/NV and Clearstream Banking S.A. (together, the relevant Clearing Systems). The records of the relevant Clearing Systems (which expression in this Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customer's interest in the Notes) shall be conclusive evidence of the nominal amount of Notes represented by this Global Note and, for these purposes, a statement issued by a relevant Clearing System stating the nominal amount of Notes represented by this Global Note at any time (which statement shall be made available to the bearer upon request) shall be conclusive evidence of the records of the relevant Clearing System at that time. If the Final Terms indicates that this Global Note is not intended to be a New Global Note, the nominal amount of the Notes represented by this Global Note shall be the aggregate nominal amount stated in the Final Terms or, if lower, the nominal amount most recently entered by or on behalf of the Issuer in the relevant column in Part 2 or 3 of Schedule One or in Schedule Two. On any redemption or payment of an instalment or interest being made in respect of, or purchase and cancellation of, any of the Notes represented by this Global Note details of such redemption, payment or purchase and cancellation (as the case may be) shall be entered by or on behalf of the Issuer in Schedule 1 and the relevant space in Schedule 1 recording any such redemption, payment or purchase and cancellation (as the case may be) shall procure thatbe signed by or on behalf of the Issuer. Upon any such redemption, payment of an instalment or purchase and cancellation, the nominal amount of the Notes represented by this Global Note shall be reduced by the nominal amount of the Notes so redeemed or purchased and cancelled or by the amount of such instalment so paid. The nominal amount of the 8 This legend can be deleted if the Notes have an initial maturity of 365 days or less. Notes represented by this Global Note following any such redemption, payment of an instalment or purchase and cancellation or any exchange as referred to below shall be the nominal amount most recently entered by or on behalf of the Issuer in the relevant column in Part 2, 3 or 4 of Schedule 1 or in Schedule 2. Where TEFRA D is specified in the applicable Pricing Supplement, the Notes will initially have been represented by a Temporary Global Note. On any exchange of any such Temporary Global Note for this Global Note or any part of it, details of such exchange shall be entered by or on behalf of the Issuer in Schedule 2 and the relevant space in Schedule 2 recording such exchange shall be signed by or on behalf of the Issuer, whereupon the nominal amount of the Notes represented by this Global Note shall be increased by the nominal amount of any such Temporary Global Note so exchanged. This Global Note may be exchanged in whole but not in part (free of charge) for Definitive Notes and (if applicable) Coupons, Receipts and/or Talons in the form set out in Parts 3, 4, 5 and 6 respectively of Schedule 6 to the Agency Agreement (on the basis that all the appropriate details have been included on the face of such Definitive Notes and (if applicable) Coupons, Receipts and Talons and the Pricing Supplement (or the relevant provisions of the Pricing Supplement) have been endorsed on or attached to such Definitive Notes) either, as specified in the applicable Pricing Supplement:

Appears in 1 contract

Samples: Agency Agreement

FORM OF PERMANENT GLOBAL NOTE. This Global Note is entitled to the benefit of the same obligations on the part of the Issuer as Series Number: [ ] Serial Number: [ ] [ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(J165(j) AND 1287(A1287(a) OF THE INTERNAL REVENUE CODE. EQUINOR ASA CODE.]3 NORDEA BANK ABP (incorporated with limited liability in Finland) PERMANENT GLOBAL NOTE Unconditionally representing up to [Aggregate principal amount of Series and title of Notes] (subject to Condition 2(cthe "Notes") This permanent global note (the "Permanent Global Note") is issued in respect of the Notes by NORDEA BANK ABP (the "Issuer")) irrevocably guaranteed by EQUINOR ENERGY AS . This Permanent Global Note is a issued pursuant to an amended and restated fiscal agency agreement (as supplemented, amended or restated, the "Fiscal Agency Agreement") dated 12 May 2022 and made, inter alia, between the Issuer and Citibank, N.A., London Branch in its capacity as fiscal agent (the "Fiscal Agent", which expression shall include any successor to Citibank, N.A., London Branch in its capacity as such), Citibank Europe Plc as registrar and certain other financial institutions named therein. Terms used in this Permanent Global Note and not otherwise defined have the meanings given to them in respect of a duly authorised issue of Notes (the Notes) of Equinor ASA (the Issuer) described, and having the provisions specified, in Part A of the attached Final Terms (the Final Terms). References in this Global Note to the Conditions shall be to the Terms and Conditions of the Notes other than VPS Notes as set out in Schedule 1 to the Agency Agreement (as defined below) as completed by and the information Fiscal Agency Agreement. In the case of any Notes which are Exempt Notes, any reference in this Temporary Global Note to the "Final Terms" shall be deemed to be a reference to the Pricing Supplement prepared in relation to such Notes. The Issuer for value received promises, all in accordance with the terms and conditions (the "Conditions") set out in the [base prospectus/base listing particulars] prepared by the Issuer and dated 12 May 2022 and the final terms prepared in relation to the Notes (the "Final Terms, but in the event of any conflict between the provisions of (a) that Schedule or (b) this Global Note and the information set out in the Final Terms, the Final Terms will prevail. Words and expressions defined or set out in the Conditions and/or the Final Terms shall have the same meaning when used in this Global Note. This Global Note is issued subject to, and with the benefit of, the Conditions and an Agency Agreement (the Agency Agreement, which expression shall be construed as a reference to that agreement as the same may be amended, supplemented, novated or restated from time to time) dated 13 May 2020 and made between the Issuer, Equinor Energy AS (the Guarantor"), The Bank of New York Mellon (the Agent) and the other agents named in it. For value received the Issuer, subject to and in accordance with the Conditions, promises to pay to the bearer of this Global Note upon surrender hereof on the Maturity Date and/or [maturity date] or on such earlier date(s) date as all the same may become payable in accordance therewith the principal sum of [denomination in words and numerals] or any of such other redemption amount as may be specified in such Conditions 3 This legend can be deleted if the Notes represented by this Global Note may become due have an initial maturity of 1 year or less or if TEFRA C is specified in the applicable Final Terms. and repayable in accordance with the Conditions, the amount payable under the Conditions in respect of the Notes represented by this Global Note on each such date Final Terms and to pay interest (if any) in arrears on the nominal dates specified therein any interest on such principal amount of at the Notes from time to time represented by this Global Note calculated and payable as provided in rate or rates specified therein. If the Conditions together with any other sums payable under the Conditions, upon (if the relevant Final Terms indicates that this Global Note is not intended to be a New Global Note) presentation and, at maturity, surrender of this Global Note to or to the order of the Agent or any of the other paying agents located outside the United States (except as provided in the Conditions) from time to time appointed by the Issuer and the Guarantor in respect of the Notes. If the Final Terms indicates that this Permanent Global Note is intended to be a New NGN Permanent Global Note, the nominal amount of Notes represented by this NGN Permanent Global Note shall be the aggregate amount from time to time entered in the records of both Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A. (together"Clearstream, Luxembourg") (each an "ICSD" and together the relevant Clearing Systems"ICSDs"). The records of the relevant Clearing Systems ICSDs (which expression in this Permanent Global Note means the records that each relevant Clearing System ICSD holds for its customers which reflect the amount of such customer's interest interests in the Notes) shall be conclusive evidence of the nominal amount of Notes represented by this Permanent Global Note and, for these purposes, a statement issued by a relevant Clearing System ICSD stating the nominal amount of Notes represented by this Permanent Global Note at any time (which statement shall be made available to the bearer upon request) shall be conclusive evidence of the records of the relevant Clearing System ICSD at that time. If the relevant Final Terms indicates that this Permanent Global Note is not intended to be a New NGN Permanent Global Note, the nominal amount of the Notes represented by this Permanent Global Note shall be the aggregate nominal amount stated in the applicable Final Terms or, if lower, the nominal amount most recently entered by or on behalf of the Issuer in the relevant column in Part 2 or 3 the Schedule hereto. The bearer of Schedule One or in Schedule Two. On any redemption or payment this Permanent Global Note is entitled to the benefit of interest being made in respect of, or purchase and cancellation of, any the same obligations on the part of the Issuer as if such bearer were the bearer of the Notes represented by hereby, and all payments under and to the bearer of this Permanent Global Note shall be valid and effective to satisfy and discharge the corresponding liabilities of the Issuer in respect of the Notes. Interests in this Permanent Global Note will be exchanged (subject to the period allowed for delivery as set out in (i) below), in whole but not in part only and at the request of the bearer hereof, for Definitive Bearer Notes, (a) if Euroclear or Clearstream, Luxembourg or any other relevant clearing system is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business or (b) any of the circumstances described in Condition 7 (Events of Default) occurs. Whenever this Permanent Global Note is to be exchanged for Definitive Bearer Notes, the Bank shall procure that:the prompt delivery of such Definitive Bearer Notes, duly authenticated and where and to the extent applicable, with Receipts, Coupons and Talons attached in an aggregate principal amount equal to the principal amount of this Permanent Global Note to the bearer hereof against its surrender to or to the order of the Fiscal Agent within 30 days of the bearer requesting such exchange. Furthermore, if, (i) Definitive Bearer Notes have not been delivered in accordance with the foregoing by 5.00 p.m. (London time) on the thirtieth day after the bearer has requested exchange, or

Appears in 1 contract

Samples: Fiscal Agency Agreement

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