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. (i) if the Final Terms indicates that this Global Note is intended to be a New Global Note, details of such redemption, payment or purchase and cancellation (as the case may be) shall be entered pro rata in the records of the relevant Clearing Systems and, upon any such entry being made, the nominal amount of the Notes recorded in the records of the relevant Clearing Systems and represented by this Global Note shall be reduced by the aggregate nominal amount of the Notes so redeemed or purchased and cancelled; or (ii) if the Final Terms indicates that this Global Note is not intended to be a New 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 One and the relevant space in Schedule One recording any such redemption, payment or purchase and cancellation (as the case may be) shall be signed by or on behalf of the Issuer. Upon any such redemption 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. Payments due in respect of Notes for the time being represented by this Global Note shall be made to the bearer of this Global Note and each payment so made will discharge the Issuer's obligations in respect thereof. Any failure to make the entries referred to above shall not affect such discharge. Where the Notes have initially been represented by one or more Temporary Global Notes, on any exchange of any such Temporary Global Note for this Global Note or any part of it, the Issuer shall procure that: (i) if the Final Terms indicates that this Global Note is intended to be a New Global Note, details of such exchange shall be entered in the records of the relevant Clearing Systems; or (ii) if the Final Terms indicates that this Global Note is not intended to be a New Global Note, details of such exchange shall be entered by or on behalf of the Issuer in Schedule Two and the relevant space in Schedule Two recording any 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 any such Temporary Global Note so exchanged. In certain circumstances further notes may be issued which are intended on issue to be consolidated and form a single Series with the Notes. In such circumstances the Issuer shall procure that: (i) if the Final Terms indicates that this Global Note is intended to be a New Global Note, details of such further notes shall be entered in the records of the relevant Clearing Systems such that the nominal amount of Notes represented by this Global Note shall be increased by the amount of such further notes so issued; or (ii) if the Final Terms indicates that this Global Note is not intended to be a New Global Note, details of such further notes shall be entered by or on behalf of the Issuer in Schedule Two and the relevant space in Schedule Two recording such further notes 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 further notes so issued. This Global Note may be exchanged in whole but not in part (free of charge) for security printed Definitive Notes and (if applicable) Coupons and/or Talons in the form set out in Part 3, Part 4 and Part 5 respectively of Schedule 2 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 and Talons and the Final Terms (or the relevant provisions of the Final Terms) have been endorsed on or attached to such Definitive Notes) either, as specified in the Final Terms: (a) upon not less than 60 days' written notice being given to the Agent by Euroclear and/or Clearstream, Luxembourg acting on the instructions of any holder of an interest in this Global Note; or (b) only upon the occurrence of an Exchange Event.
Appears in 2 contracts
Samples: Agency Agreement, 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(J) AND 1287(A) OF THE INTERNAL REVENUE CODE.
(i) if the Final Terms indicates that this Global Note is intended to be a New Global Note, details of such redemption, payment or purchase and cancellation (as the case may be) shall be entered pro rata in the records of the relevant Clearing Systems and, upon any such entry being made, the nominal amount of the Notes recorded in the records of the relevant Clearing Systems and represented by this Global Note shall be reduced by the aggregate nominal amount of the Notes so redeemed or purchased and cancelled; or
(ii) if the Final Terms indicates that this Global Note is not intended to be a New 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 One and the relevant space in Schedule One recording any such redemption, payment or purchase and cancellation (as the case may be) shall be signed by or on behalf of the Issuer. Upon any such redemption 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. Payments due in respect of Notes for the time being represented by this Global Note shall be made to the bearer of this Global Note and each payment so made will discharge the Issuer's obligations in respect thereof. Any failure to make the entries referred to above shall not affect such discharge. Where the Notes have initially been represented by one or more Temporary Global Notes, on any exchange of any such Temporary Global Note for this Global Note or any part of it, the Issuer shall procure that:
(i) if the Final Terms indicates that this Global Note is intended to be a New Global Note, details of such exchange shall be entered in the records of the relevant Clearing Systems; or
(ii) if the Final Terms indicates that this Global Note is not intended to be a New Global Note, details of such exchange shall be entered by or on behalf of the Issuer in Schedule Two and the relevant space in Schedule Two recording any 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 any such Temporary Global Note so exchanged. In certain circumstances further notes may be issued which are intended on issue to be consolidated and form a single Series with the Notes. In such circumstances the Issuer shall procure that:
(i) if the Final Terms indicates that this Global Note is intended to be a New Global Note, details of such further notes shall be entered in the records of the relevant Clearing Systems such that the nominal amount of Notes represented by this Global Note shall be increased by the amount of such further notes so issued; or
(ii) if the Final Terms indicates that this Global Note is not intended to be a New Global Note, details of such further notes shall be entered by or on behalf of the Issuer in Schedule Two and the relevant space in Schedule Two recording such further notes 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 further notes so issued. This Global Note may be exchanged in whole but not in part (free of charge) for security printed Definitive Notes and (if applicable) Coupons and/or Talons in the form set out in Part 3, Part 4 and Part 5 respectively of Schedule 2 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 and Talons and the Final Terms (or the relevant provisions of the Final Terms) have been endorsed on or attached to such Definitive Notes) either, as specified in the Final Terms:
(a) upon not less than 60 days' written notice being given to the Agent by Euroclear and/or Clearstream, Luxembourg acting on the instructions of any holder of an interest in this Global Note; or
(b) only upon the occurrence of an Exchange Event.
Appears in 1 contract
Samples: Agency Agreement
FORM OF PERMANENT GLOBAL NOTE. [ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) 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.CODE.]16
(ia) if the Final Terms indicates that this Global Note is intended to be a New Global Note, details of such redemption, payment or purchase and cancellation (as the case may be) shall be entered pro rata in the records of the relevant Clearing Systems and, upon any such entry being made, the nominal amount of the Notes recorded in the records of the relevant Clearing Systems and represented by this Global Note shall be reduced by the aggregate nominal amount of the Notes so redeemed or purchased and cancelled; or
(iib) if the Final Terms indicates that this Global Note is not intended to be a New 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 One hereto and the relevant space in Schedule One hereto recording any such redemption, payment or purchase and cancellation (as the case may be) shall be signed by or on behalf of the Issuer. Upon any 19 Insert where Notes are not to be issued in NGN form. 20 Insert where Notes are to be issued in NGN form. 21 Insert where Notes are not to be issued in NGN form. such redemption or purchase and cancellation, the nominal amount of this Global Note and the Notes represented by this Global Note shall be reduced by the nominal amount of the such Notes so redeemed or purchased and cancelled. Payments due in respect of Notes for the time being represented by this Global Note shall be made to the bearer of this Global Note and each payment so made will discharge the Issuer's obligations in respect thereof. Any thereof and any failure to make the entries referred to above shall not affect such discharge. Where If the Notes have initially been represented by one or more this Global Note were, on issue, represented by a Temporary Global Notes, Note then on any exchange of any such Temporary Global Note for this Global Note or any part of ithereof, the Issuer shall procure that:
(i) if the Final Terms indicates that this Global Note is intended to be a New Global Note, details of such exchange shall be entered in the records of the relevant Clearing SystemsSystems such that the nominal amount of Notes represented by this Global Note shall be increased by the nominal amount of the Temporary Global Note so exchanged; or
(ii) if the Final Terms indicates that this Global Note is not intended to be a New Global Note, details of such exchange shall be entered by or on behalf of the Issuer in Schedule Two hereto and the relevant space in Schedule Two hereto recording any 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 any such Temporary Global Note so exchanged. In certain circumstances further notes may be issued which are intended on issue to be consolidated and form a single Series with the Notes. In such circumstances the Issuer shall procure that:
(i) if the Final Terms indicates that this Global Note is intended to be a New Global Note, details of such further notes shall be entered in the records of the relevant Clearing Systems such that the nominal amount of Notes represented by this Global Note shall be increased by the amount of such further notes so issued; or
(ii) if the Final Terms indicates that this Global Note is not intended to be a New Global Note, details of such further notes shall be entered by or on behalf of the Issuer in Schedule Two and the relevant space in Schedule Two recording such further notes 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 further notes the Temporary Global Note so issuedexchanged. This Global Note may be exchanged in whole but not in part (free of charge) in whole, but not in part, for security printed Definitive Notes and (if applicable) Coupons and/or Talons in or substantially in the form forms set out in Part Parts 3, Part 4 and Part 5 respectively of Schedule 2 to the Agency Agreement Trust Deed (on the basis that all the appropriate details have been included on the face of such Definitive Notes and (if applicable) Coupons and and/or Talons and the relevant information supplementing, replacing or modifying the Conditions appearing in the Final Terms (or the relevant provisions of the Final Terms) have has been endorsed on or attached to such Definitive Notes) either, as specified in the Final Terms:
(a) upon not less than 60 days' written notice being given to the Agent by Euroclear and/or Clearstream, Luxembourg acting on the instructions of any holder of an interest in this Global Note; or
(b) only upon the occurrence of an Exchange Event.
Appears in 1 contract
Samples: Supplemental Trust Deed
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.
CODE.]3 (iincorporated with limited liability in Finland) (the "Notes") This permanent global note (the "Permanent Global Note") is issued in respect of the Notes by NORDEA BANK ABP (the "Issuer"). This Permanent Global Note is 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 the Conditions (as defined below) and the 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"), to pay to the bearer upon surrender hereof on [maturity date] or on such earlier date as the same may become payable in accordance therewith the principal sum of [denomination in words and numerals] or such other redemption amount as may be specified in such Conditions 3 This legend can be deleted if the Notes have an initial maturity of 1 year or less or if TEFRA C is specified in the applicable Final Terms. and Final Terms and to pay in arrears on the dates specified therein any interest on such principal amount at the rate or rates specified therein. If the relevant Final Terms indicates that this Permanent Global Note is intended to be a New NGN Permanent Global Note, details 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. ("Clearstream, Luxembourg") (each an "ICSD" and together the "ICSDs"). The records of the relevant ICSDs (which expression in this Permanent Global Note means the records that each relevant ICSD holds for its customers which reflect the amount of such redemption, payment or purchase and cancellation (as customer's interests in the case may beNotes) shall be entered pro rata in conclusive evidence of the nominal amount of Notes represented by this Permanent Global Note and, for these purposes, a statement issued by a relevant ICSD stating the nominal amount of Notes represented by this Permanent Global Note at any time shall be conclusive evidence of the records of the relevant Clearing Systems and, upon any such entry being made, the nominal amount of the Notes recorded in the records of ICSD at that time. If the relevant Clearing Systems and represented by this Global Note shall be reduced by the aggregate nominal amount of the Notes so redeemed or purchased and cancelled; or
(ii) if the Final Terms indicates that this Permanent Global Note is not intended to be a New NGN Permanent 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 One and the relevant space in Schedule One recording any such redemption, payment or purchase and cancellation (as the case may be) shall be signed by or on behalf of the Issuer. Upon any such redemption or purchase and cancellation, the nominal amount of the Notes represented by this Permanent Global Note shall be reduced by the amount stated in the applicable Final Terms or, if lower, the nominal amount of the Notes so redeemed or purchased and cancelled. Payments due in respect of Notes for the time being represented by this Global Note shall be made to the bearer of this Global Note and each payment so made will discharge the Issuer's obligations in respect thereof. Any failure to make the entries referred to above shall not affect such discharge. Where the Notes have initially been represented by one or more Temporary Global Notes, on any exchange of any such Temporary Global Note for this Global Note or any part of it, the Issuer shall procure that:
(i) if the Final Terms indicates that this Global Note is intended to be a New Global Note, details of such exchange shall be entered in the records of the relevant Clearing Systems; or
(ii) if the Final Terms indicates that this Global Note is not intended to be a New Global Note, details of such exchange shall be most recently entered by or on behalf of the Issuer in Schedule Two and the relevant space column in the Schedule Two recording any such exchange shall be signed by or on behalf hereto. The bearer of this Permanent Global Note is entitled to the benefit of the Issuer, whereupon same obligations on the nominal amount 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 increased by valid and effective to satisfy and discharge the nominal amount any such Temporary Global Note so exchanged. In certain circumstances further notes may be issued which are intended on issue to be consolidated and form a single Series with the Notes. In such circumstances the Issuer shall procure that:
(i) if the Final Terms indicates that this Global Note is intended to be a New Global Note, details of such further notes shall be entered in the records of the relevant Clearing Systems such that the nominal amount of Notes represented by this Global Note shall be increased by the amount of such further notes so issued; or
(ii) if the Final Terms indicates that this Global Note is not intended to be a New Global Note, details of such further notes shall be entered by or on behalf corresponding liabilities of the Issuer in Schedule Two and the relevant space in Schedule Two recording such further notes shall be signed by or on behalf respect of the Issuer, whereupon the nominal amount of the Notes represented by Notes. Interests in this Permanent Global Note shall be increased by the nominal amount of any such further notes so issued. This Global Note may 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, (free a) if Euroclear or Clearstream, Luxembourg or any other relevant clearing system is closed for business for a continuous period of charge14 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 security printed Definitive Notes and (if applicable) Coupons and/or Talons in Bearer Notes, the form set out in Part 3, Part 4 and Part 5 respectively of Schedule 2 to Bank shall procure the Agency Agreement (on the basis that all the appropriate details have been included on the face prompt delivery of such Definitive Notes Bearer Notes, duly authenticated and (if where and to the extent applicable) , with Receipts, Coupons and Talons and attached in an aggregate principal amount equal to the Final Terms (principal amount of this Permanent Global Note to the bearer hereof against its surrender to or to the relevant provisions order of the Final Terms) have been endorsed on or attached to Fiscal Agent within 30 days of the bearer requesting such Definitive Notes) eitherexchange. Furthermore, as specified in the Final Terms:
(a) upon not less than 60 days' written notice being given to the Agent by Euroclear and/or Clearstream, Luxembourg acting on the instructions of any holder of an interest in this Global Note; or
(b) only upon the occurrence of an Exchange Event.if,
Appears in 1 contract
Samples: Fiscal 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.
CODE.]3 (iincorporated with limited liability in Finland) (the "Notes") This permanent global note (the "Permanent Global Note") is issued in respect of the Notes by NORDEA BANK ABP (the "Issuer"). 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 the Conditions (as defined below) and the 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 5 May 2020 and the final terms prepared in relation to the Notes (the "Final Terms"), to pay to the bearer upon surrender hereof on [maturity date] or on such earlier date as the same may become payable in accordance therewith the principal sum of [denomination in words and numerals] or such other redemption amount as may be specified in such Conditions and Final 3 This legend can be deleted if the Notes have an initial maturity of 1 year or less or if TEFRA C is specified in the applicable Final Terms. Terms and to pay in arrears on the dates specified therein any interest on such principal amount at the rate or rates specified therein. If the relevant Final Terms indicates that this Permanent Global Note is intended to be a New NGN Permanent Global Note, details 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. ("Clearstream, Luxembourg") (each an "ICSD" and together the "ICSDs"). The records of the relevant ICSDs (which expression in this Permanent Global Note means the records that each relevant ICSD holds for its customers which reflect the amount of such redemption, payment or purchase and cancellation (as customer's interests in the case may beNotes) shall be entered pro rata in conclusive evidence of the nominal amount of Notes represented by this Permanent Global Note and, for these purposes, a statement issued by a relevant ICSD stating the nominal amount of Notes represented by this Permanent Global Note at any time shall be conclusive evidence of the records of the relevant Clearing Systems and, upon any such entry being made, the nominal amount of the Notes recorded in the records of ICSD at that time. If the relevant Clearing Systems and represented by this Global Note shall be reduced by the aggregate nominal amount of the Notes so redeemed or purchased and cancelled; or
(ii) if the Final Terms indicates that this Permanent Global Note is not intended to be a New NGN Permanent 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 One and the relevant space in Schedule One recording any such redemption, payment or purchase and cancellation (as the case may be) shall be signed by or on behalf of the Issuer. Upon any such redemption or purchase and cancellation, the nominal amount of the Notes represented by this Permanent Global Note shall be reduced by the amount stated in the applicable Final Terms or, if lower, the nominal amount of the Notes so redeemed or purchased and cancelled. Payments due in respect of Notes for the time being represented by this Global Note shall be made to the bearer of this Global Note and each payment so made will discharge the Issuer's obligations in respect thereof. Any failure to make the entries referred to above shall not affect such discharge. Where the Notes have initially been represented by one or more Temporary Global Notes, on any exchange of any such Temporary Global Note for this Global Note or any part of it, the Issuer shall procure that:
(i) if the Final Terms indicates that this Global Note is intended to be a New Global Note, details of such exchange shall be entered in the records of the relevant Clearing Systems; or
(ii) if the Final Terms indicates that this Global Note is not intended to be a New Global Note, details of such exchange shall be most recently entered by or on behalf of the Issuer in Schedule Two and the relevant space column in the Schedule Two recording any such exchange shall be signed by or on behalf hereto. The bearer of this Permanent Global Note is entitled to the benefit of the Issuer, whereupon same obligations on the nominal amount 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 increased by valid and effective to satisfy and discharge the nominal amount any such Temporary Global Note so exchanged. In certain circumstances further notes may be issued which are intended on issue to be consolidated and form a single Series with the Notes. In such circumstances the Issuer shall procure that:
(i) if the Final Terms indicates that this Global Note is intended to be a New Global Note, details of such further notes shall be entered in the records of the relevant Clearing Systems such that the nominal amount of Notes represented by this Global Note shall be increased by the amount of such further notes so issued; or
(ii) if the Final Terms indicates that this Global Note is not intended to be a New Global Note, details of such further notes shall be entered by or on behalf corresponding liabilities of the Issuer in Schedule Two and the relevant space in Schedule Two recording such further notes shall be signed by or on behalf respect of the Issuer, whereupon the nominal amount of the Notes represented by Notes. Interests in this Permanent Global Note shall be increased by the nominal amount of any such further notes so issued. This Global Note may 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, (free a) if Euroclear or Clearstream, Luxembourg or any other relevant clearing system is closed for business for a continuous period of charge14 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 security printed Definitive Notes and (if applicable) Coupons and/or Talons in Bearer Notes, the form set out in Part 3, Part 4 and Part 5 respectively of Schedule 2 to Bank shall procure the Agency Agreement (on the basis that all the appropriate details have been included on the face prompt delivery of such Definitive Notes Bearer Notes, duly authenticated and (if where and to the extent applicable) , with Receipts, Coupons and Talons and attached in an aggregate principal amount equal to the Final Terms (principal amount of this Permanent Global Note to the bearer hereof against its surrender to or to the relevant provisions order of the Final Terms) have been endorsed on or attached to Fiscal Agent within 30 days of the bearer requesting such Definitive Notes) eitherexchange. Furthermore, as specified in the Final Terms:
(a) upon not less than 60 days' written notice being given to the Agent by Euroclear and/or Clearstream, Luxembourg acting on the instructions of any holder of an interest in this Global Note; or
(b) only upon the occurrence of an Exchange Event.if,
Appears in 1 contract
Samples: Fiscal 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.
CODE.]3 (iincorporated with limited liability in Finland) (the "Notes") This permanent global note (the "Permanent Global Note") is issued in respect of the Notes by NORDEA BANK ABP (the "Issuer"). 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 the Conditions (as defined below) and the 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"), to pay to the bearer upon surrender hereof on [maturity date] or on such earlier date as the same may become payable in accordance therewith the principal sum of [denomination in words and numerals] or such other redemption amount as may be specified in such Conditions and Final 3 This legend can be deleted if the Notes have an initial maturity of 1 year or less or if TEFRA C is specified in the applicable Final Terms. Terms and to pay in arrears on the dates specified therein any interest on such principal amount at the rate or rates specified therein. If the relevant Final Terms indicates that this Permanent Global Note is intended to be a New NGN Permanent Global Note, details 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. ("Clearstream, Luxembourg") (each an "ICSD" and together the "ICSDs"). The records of the relevant ICSDs (which expression in this Permanent Global Note means the records that each relevant ICSD holds for its customers which reflect the amount of such redemption, payment or purchase and cancellation (as customer's interests in the case may beNotes) shall be entered pro rata in conclusive evidence of the nominal amount of Notes represented by this Permanent Global Note and, for these purposes, a statement issued by a relevant ICSD stating the nominal amount of Notes represented by this Permanent Global Note at any time shall be conclusive evidence of the records of the relevant Clearing Systems and, upon any such entry being made, the nominal amount of the Notes recorded in the records of ICSD at that time. If the relevant Clearing Systems and represented by this Global Note shall be reduced by the aggregate nominal amount of the Notes so redeemed or purchased and cancelled; or
(ii) if the Final Terms indicates that this Permanent Global Note is not intended to be a New NGN Permanent 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 One and the relevant space in Schedule One recording any such redemption, payment or purchase and cancellation (as the case may be) shall be signed by or on behalf of the Issuer. Upon any such redemption or purchase and cancellation, the nominal amount of the Notes represented by this Permanent Global Note shall be reduced by the amount stated in the applicable Final Terms or, if lower, the nominal amount of the Notes so redeemed or purchased and cancelled. Payments due in respect of Notes for the time being represented by this Global Note shall be made to the bearer of this Global Note and each payment so made will discharge the Issuer's obligations in respect thereof. Any failure to make the entries referred to above shall not affect such discharge. Where the Notes have initially been represented by one or more Temporary Global Notes, on any exchange of any such Temporary Global Note for this Global Note or any part of it, the Issuer shall procure that:
(i) if the Final Terms indicates that this Global Note is intended to be a New Global Note, details of such exchange shall be entered in the records of the relevant Clearing Systems; or
(ii) if the Final Terms indicates that this Global Note is not intended to be a New Global Note, details of such exchange shall be most recently entered by or on behalf of the Issuer in Schedule Two and the relevant space column in the Schedule Two recording any such exchange shall be signed by or on behalf hereto. The bearer of this Permanent Global Note is entitled to the benefit of the Issuer, whereupon same obligations on the nominal amount 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 increased by valid and effective to satisfy and discharge the nominal amount any such Temporary Global Note so exchanged. In certain circumstances further notes may be issued which are intended on issue to be consolidated and form a single Series with the Notes. In such circumstances the Issuer shall procure that:
(i) if the Final Terms indicates that this Global Note is intended to be a New Global Note, details of such further notes shall be entered in the records of the relevant Clearing Systems such that the nominal amount of Notes represented by this Global Note shall be increased by the amount of such further notes so issued; or
(ii) if the Final Terms indicates that this Global Note is not intended to be a New Global Note, details of such further notes shall be entered by or on behalf corresponding liabilities of the Issuer in Schedule Two and the relevant space in Schedule Two recording such further notes shall be signed by or on behalf respect of the Issuer, whereupon the nominal amount of the Notes represented by Notes. Interests in this Permanent Global Note shall be increased by the nominal amount of any such further notes so issued. This Global Note may 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, (free a) if Euroclear or Clearstream, Luxembourg or any other relevant clearing system is closed for business for a continuous period of charge14 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 security printed Definitive Notes and (if applicable) Coupons and/or Talons in Bearer Notes, the form set out in Part 3, Part 4 and Part 5 respectively of Schedule 2 to Bank shall procure the Agency Agreement (on the basis that all the appropriate details have been included on the face prompt delivery of such Definitive Notes Bearer Notes, duly authenticated and (if where and to the extent applicable) , with Receipts, Coupons and Talons and attached in an aggregate principal amount equal to the Final Terms (principal amount of this Permanent Global Note to the bearer hereof against its surrender to or to the relevant provisions order of the Final Terms) have been endorsed on or attached to Fiscal Agent within 30 days of the bearer requesting such Definitive Notes) eitherexchange. Furthermore, as specified in the Final Terms:
(a) upon not less than 60 days' written notice being given to the Agent by Euroclear and/or Clearstream, Luxembourg acting on the instructions of any holder of an interest in this Global Note; or
(b) only upon the occurrence of an Exchange Event.if,
Appears in 1 contract
Samples: Fiscal Agency Agreement
