Common use of Interpretation and Definitions Clause in Contracts

Interpretation and Definitions. References in this temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 29 April 2016 between the Issuer, the Guarantor, BNP Paribas Securities Services, Luxembourg Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”. The aggregate nominal amount from time to time of this temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered in the records of both Euroclear and Clearstream, Luxembourg (together the “relevant Clearing Systems”), which shall be completed and/or amended, as the case may be, upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this temporary Global Note for a corresponding interest recorded in the records of the relevant Clearing Systems in a permanent Global Note or for Definitive Notes, (iii) the redemption or purchase and cancellation of Notes represented hereby and/or (iv) the exchange of interests in this temporary Global Note for direct enforcement rights, all as described below. The records of the relevant Clearing Systems (which expression in this temporary Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this temporary Global Note and, for these purposes, a statement issued by a relevant Clearing System (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes represented by the temporary Global Note at any time shall be conclusive evidence of the records of the relevant Clearing Systems at that time.

Appears in 2 contracts

Samples: Agency Agreement (Tele2 Ab), Agency Agreement (Tele2 Ab)

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Interpretation and Definitions. References in this temporary permanent Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 29 April 2016 between the Issuer, the Guarantor, BNP Paribas Securities Services, Luxembourg Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary permanent Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Third Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this temporary permanent Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”. The aggregate nominal amount from time to time of this temporary permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended, as by or on behalf of the case may be, Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this the temporary Global Note initially representing the Notes for a corresponding interest recorded herein (in the records case of Notes represented by a temporary Global Note upon issue), (ii) the issue of the relevant Clearing Systems Notes represented hereby (in a the case of Notes represented by this permanent Global Note or upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note for Definitive Notes, (iiiiv) the redemption or purchase and cancellation of Notes represented hereby and/or (ivv) the exchange of interests in this temporary permanent Global Note for direct enforcement rights, all as described below. The records of Subject as provided herein, the relevant Clearing Systems (which expression in this temporary Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this temporary Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing System (which statement shall be made available promises to pay to the bearer of this permanent Global Note, upon requestpresentation and (when no further payment is due in respect of this permanent Global Note) stating surrender of this permanent Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by the temporary this permanent Global Note at any time shall be conclusive evidence and (unless this permanent Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing Systems at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 2 contracts

Samples: Agency Agreement (Tele2 Ab), Agency Agreement (Tele2 Ab)

Interpretation and Definitions. References in this temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement dated 10 April 2024, as amended or supplemented from time to time (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 29 April 2016 between the Issuer, the GuarantorDeutsche Bank AG, BNP Paribas Securities Services, Luxembourg London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”. The aggregate nominal amount from time to time of this temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered in the records of both Euroclear and Clearstream, Luxembourg (together the “relevant Clearing Systems”), which shall be completed and/or amended, as the case may be, upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this temporary Global Note for a corresponding interest recorded in the records of the relevant Clearing Systems in a permanent Global Note or for Definitive Notes, (iii) the redemption or purchase and cancellation of Notes represented hereby hereby, and/or (iv) the exchange of interests in this temporary Global Note for direct enforcement rights, all as described below. The records of the relevant Clearing Systems (which expression in this temporary Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this temporary Global Note and, for these purposes, a statement issued by a relevant Clearing System (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes represented by the temporary Global Note at any time shall be conclusive evidence of the records of the relevant Clearing Systems at that time. Subject as provided herein, the Issuer, for value received, promises to pay to the bearer of this temporary Global Note, upon presentation and (when no further payment is due in respect of this temporary Global Note) surrender of this temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this temporary Global Note and (unless this temporary Global Note does not bear interest) to pay interest in respect of the Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 2 contracts

Samples: Agency Agreement, Agency Agreement

Interpretation and Definitions. References in this temporary permanent Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 29 April 2016 between the Issuer, the Guarantor, BNP Paribas Securities Services, Luxembourg Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary permanent Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this temporary permanent Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”. The aggregate nominal amount from time to time of this temporary permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered in the records of both Euroclear and Clearstream, Luxembourg (together together, the “relevant Clearing Systems”), which shall be completed and/or amended, amended as the case may be, be upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this temporary Global Note for a corresponding interest the interests recorded in the records of the relevant Clearing Systems in the temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note or upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note for Definitive Notes, (iiiiv) the redemption or purchase and cancellation of Notes represented hereby and/or (ivv) the exchange of interests in this temporary permanent Global Note for direct enforcement rights, all as described below. The records of the relevant Clearing Systems (which expression in this temporary permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this temporary permanent Global Note and, for these purposes, a statement issued by a relevant Clearing System Systems (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes represented by the temporary this permanent Global Note at any time shall be conclusive evidence of the records of the relevant Clearing Systems System at that time.

Appears in 2 contracts

Samples: Agency Agreement (Tele2 Ab), Agency Agreement (Tele2 Ab)

Interpretation and Definitions. References in this temporary permanent Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement Trust Deed (as amended or supplemented as at the Issue Date, the “Agency AgreementTrust Deed”) dated 29 2 April 2016 2007 between the Issuer, [BSkyB Finance UK plc/British Sky Broadcasting Group plc]*, the Guarantor, BNP Paribas Securities Services, Luxembourg Branch Initial Guarantors and BNY Corporate Trustee Services Limited as fiscal agent and the other agents named in ittrustee, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary permanent Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Third Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this temporary permanent Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”Trust Deed. The aggregate nominal amount from time to time of this temporary permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended, as by or on behalf of the case may be, Issuing and Paying Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this the temporary Global Note initially representing the Notes for a corresponding interest recorded herein (in the records case of Notes represented by a temporary Global Note upon issue), (ii) the issue of the relevant Clearing Systems Notes represented hereby (in a the case of Notes represented by this permanent Global Note or upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note for Definitive Notes or Registered Notes, (iiiiv) the redemption or purchase and cancellation of Notes represented hereby and/or (ivv) in the exchange case of interests Partly Paid Notes, the forfeiture * Delete as appropriate Back to Contents of Notes represented hereby in this temporary Global Note for direct enforcement rightsaccordance with the Conditions relating to such Partly Paid Notes, all as described below. The records of the relevant Clearing Systems (which expression in this temporary Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this temporary Global Note and, for these purposes, a statement issued by a relevant Clearing System (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes represented by the temporary Global Note at any time shall be conclusive evidence of the records of the relevant Clearing Systems at that time.

Appears in 1 contract

Samples: Trust Deed (British Sky Broadcasting Group PLC)

Interpretation and Definitions. References in this temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C B to the Amended amended and Restated Agency Agreement restated agency agreement dated 31 August 2004 (as amended or supplemented as at the Issue Date, the “Amended and Restated Agency Agreement”) dated 29 April 2016 between the Issuer, the Guarantor, BNP Paribas Securities Services, Luxembourg Branch as fiscal agent and the other agents named in ittherein, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Second Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this temporary Global Note shall have the meanings given to them in the Conditions or the Amended and Restated Agency Agreement. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”. The aggregate nominal amount from time to time of this temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended, as by or on behalf of the case may be, Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this temporary Global Note for a corresponding interest recorded in the records of the relevant Clearing Systems in a permanent Global Note or or, as the case may be, for Definitive Notes, (iii) the redemption or purchase and cancellation of Notes represented hereby, (iv) in the case of Partly Paid Notes, the forfeiture of Notes represented hereby in accordance with the Conditions relating to such Partly Paid Notes and/or (ivv) the exchange of interests in this temporary Global Note for direct enforcement rights, all as described below. The records Subject as provided herein, the Issuer, for value received, promises to pay to the bearer of the relevant Clearing Systems (which expression in this temporary Global Note means Note, upon presentation and (when no further payment is due in respect of this temporary Global Note) surrender of this temporary Global Note, on the records that each relevant Clearing System holds for its customers which reflect Maturity Date (or on such earlier date as the amount of such customers’ interests payable upon redemption under the Conditions may become payable in accordance with the NotesConditions) shall be conclusive evidence the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of the Notes represented by this temporary Global Note and, for these purposes, a statement issued by a relevant Clearing System and (which statement shall be made available unless this temporary Global Note does not bear interest) to the bearer upon request) stating the pay interest in respect of such aggregate nominal amount of Notes represented by from the temporary Global Note Interest Commencement Date in arrear at any time shall the rates, in the amounts and on the dates for payment provided for in the Conditions together with such other sums and additional amounts (if any) as may be conclusive evidence of payable under the records of Conditions, in accordance with the relevant Clearing Systems at that timeConditions.

Appears in 1 contract

Samples: Agency Agreement (Schneider Electric Sa)

Interpretation and Definitions. References in this temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 29 April 2016 25 September 2019 between the Issuer, the Guarantor, BNP Paribas Securities Services, Luxembourg Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C RulesTEFRA C” or “TEFRA not applicable”, this temporary Global Note is a “TEFRA C Rules Note”, otherwise this temporary Global Note is a “TEFRA D Rules Note”. The aggregate nominal amount from time to time of this temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered in the records of both Euroclear and Clearstream, Luxembourg (together the “relevant Clearing Systems”), which shall be completed and/or amended, as the case may be, upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this temporary Global Note for a corresponding interest recorded in the records of the relevant Clearing Systems in a permanent Global Note or for Definitive Notes, (iii) the redemption or purchase and cancellation of Notes represented hereby and/or (iv) the exchange of interests in this temporary Global Note for direct enforcement rights, all as described below. The records of the relevant Clearing Systems (which expression in this temporary Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this temporary Global Note and, for these purposes, a statement issued by a relevant Clearing System (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes represented by the temporary Global Note at any time shall be conclusive evidence of the records of the relevant Clearing Systems at that time. Subject as provided herein, the Issuer, for value received, promises to pay to the bearer of this temporary Global Note, upon presentation and (when no further payment is due in respect of this temporary Global Note) surrender of this temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this temporary Global Note and (unless this temporary Global Note does not bear interest) to pay interest in respect of the Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this temporary Permanent Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (attached in the Sixth Schedule hereto which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended or and supplemented as at the Issue Datefrom time to time, the “Agency Agreement”) dated 29 April 2016 3 October 2019 between the IssuerEni S.p.A., the GuarantorEni Finance International SA, BNP Paribas Securities ServicesThe Bank of New York Mellon, Luxembourg London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Permanent Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Third Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this temporary Permanent Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”. The aggregate nominal amount from time to time of this temporary Permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended, as by or on behalf of the case may be, Belgian Paying Agent upon (i) the issue of the Notes represented herebyhereby (in the case of Notes represented by this Permanent Global Note upon issue), (ii) the exchange of the whole or or, where the limited circumstances so permit, a part of this temporary Permanent Global Note for a corresponding interest recorded in the records of the relevant Clearing Systems in a permanent Global Note or for Definitive Notes, (iii) the redemption or purchase and cancellation of Notes represented hereby hereby, and/or (iv) the exchange of interests in this temporary Permanent Global Note for direct enforcement rights, all as described below. The records of Subject as provided herein, the relevant Clearing Systems (which expression in this temporary Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this temporary Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing System (which statement shall be made available promises to pay to the bearer of this Permanent Global Note, upon requestpresentation and (when no further payment is due in respect of this Permanent Global Note) stating surrender of this Permanent Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by the temporary this Permanent Global Note and (unless this Permanent Global Note does not bear interest) to pay interest in respect of such aggregate nominal amount of Notes from the Interest Commencement Date in arrear at any time the rates, on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the EFI Notes represented by this Global Note, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. For as long as the Global Note is held by and settled through the NBB Securities Settlement System, the Global Note will be immobilised and holders of book-entry interests in the EFI Notes shall have a co-ownership right in the EFI Notes. Payments in relation to such an EFI Note shall be conclusive evidence made in accordance with the NBB Securities Settlement System Regulations and the provisions of the records Clearing Services Agreement. Payments made by the Issuer in euro to the NBB will discharge the Issuer’s obligations in respect of the relevant Clearing Systems at that timeEFI Notes. Payments in any currency other than euro of principal or interest owing under the EFI Notes shall be made through the Paying Agent and Euroclear and /or Clearstream, Luxembourg (in accordance with the rules thereof).

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement Trust Deed (as amended or supplemented as at the Issue Date, the “Agency AgreementTrust Deed”) dated 29 2 April 2016 2007 between the Issuer, [BSkyB Finance UK plc/British Sky Broadcasting Group plc]*, the Guarantor, BNP Paribas Securities Services, Luxembourg Branch Initial Guarantors and BNY Corporate Trustee Services Limited as fiscal agent and the other agents named in ittrustee, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Second Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this temporary Global Note shall have the meanings given to them in the Conditions or the Agency AgreementTrust Deed. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”. The aggregate nominal amount from time to time of this temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended, as by or on behalf of the case may be, Issuing and Paying Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this temporary Global Note for a corresponding interest recorded in the records of the relevant Clearing Systems in a permanent Global Note or or, as the case may be, for Definitive Notes or Registered Notes, (iii) the redemption or purchase and cancellation of Notes represented hereby and/or (iv) in the exchange case of interests Partly Paid Notes, the forfeiture * Delete as applicable Back to Contents of Notes represented hereby in this temporary Global Note for direct enforcement rightsaccordance with the Conditions relating to such Partly Paid Notes, all as described below. The records Subject as provided herein, the Issuer, for value received, promises to pay to the bearer of the relevant Clearing Systems (which expression in this temporary Global Note means Note, upon presentation and (when no further payment is due in respect of this temporary Global Note) surrender of this temporary Global Note, on the records that each relevant Clearing System holds for its customers which reflect Maturity Date (or on such earlier date as the amount of such customers’ interests payable upon redemption under the Conditions may become repayable in accordance with the NotesConditions) shall be conclusive evidence the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of the Notes represented by this temporary Global Note and, for these purposes, a statement issued by a relevant Clearing System and (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes represented by the unless this temporary Global Note at any time shall be conclusive evidence does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing Systems at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Trust Deed (British Sky Broadcasting Group PLC)

Interpretation and Definitions. References in this temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C [C]/[D] to the Amended and Restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 29 April 2016 4 June 2020 between the Issuer, the GuarantorThe Bank of New York Mellon, BNP Paribas Securities Services, Luxembourg London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Second Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If Part A of the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”. The aggregate nominal amount from time to time of this temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended, as by or on behalf of the case may be, Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this temporary Global Note for a corresponding interest recorded in the records of the relevant Clearing Systems in a permanent Global Note or for Definitive Notes, (iii) the redemption or purchase and cancellation of Notes represented hereby, (iv) in the case of Partly Paid Notes, the forfeiture of Notes represented hereby in accordance with the Conditions relating to such Partly Paid Notes and/or (ivv) the exchange of interests in this temporary Global Note for direct enforcement rights, all as described below. The records Subject as provided herein, the Issuer, for value received, promises to pay to the bearer of the relevant Clearing Systems (which expression in this temporary Global Note means Note, upon presentation and (when no further payment is due in respect of this temporary Global Note) surrender of this temporary Global Note, on the records that each relevant Clearing System holds for its customers which reflect Maturity Date (or on such other date as the amount of such customers’ interests payable upon redemption under the Conditions may become payable in accordance with the NotesConditions) shall be conclusive evidence the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of the Notes represented by this temporary Global Note and, for these purposes, a statement issued by a relevant Clearing System and (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes represented by the unless this temporary Global Note at any time shall be conclusive evidence does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing Systems at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this temporary Registered Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C 6 to the Amended and Restated Agency Agreement dated 25 September 2006 (as further supplemented and/or amended or supplemented and/or restated as at the Issue Date, the “Agency Agreement”) dated 29 April 2016 between between, among others, the Issuer, the Guarantor, BNP Paribas Securities ServicesDeutsche Bank AG, Luxembourg London Branch as fiscal agent Fiscal Agent and the other agents Agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Registered Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule Appendix hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this temporary Registered Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”The Issuer, this temporary Global Note is a “C Rules Note”for value received, otherwise this temporary Global Note is a “D Rules Note”. The aggregate nominal amount from time promises to time of this temporary Global Note shall be an amount equal pay to the aggregate nominal amount of the Notes from time to time entered in the records of both Euroclear and Clearstream, Luxembourg (together the “relevant Clearing Systems”), which shall be completed and/or amended, as the case may be, upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this temporary Global Note for a corresponding interest recorded in the records of the relevant Clearing Systems in a permanent Global Note or for Definitive Notes, (iii) the redemption or purchase and cancellation of Notes represented hereby and/or (iv) the exchange of interests in this temporary Global Note for direct enforcement rights, all as described below. The records of the relevant Clearing Systems (which expression in this temporary Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount holder of the Notes represented by this temporary Registered Global Note and, for these purposes, a statement issued by a relevant Clearing System upon presentation and (which statement shall be made available to when no further payment is due in respect of the bearer upon request) stating the nominal amount of Notes represented by the temporary this Registered Global Note) surrender of this Registered Global Note on the Maturity Date (or on such earlier date as the Redemption Amount may become payable in accordance with the Conditions) the Redemption Amount in respect of the Notes represented by this Registered Global Note and (unless the Notes represented by this Certificate do not bear interest) to pay interest in respect of such Notes from the Interest Commencement Date in arrear at any time shall the rates, in the amounts and on the dates for payment provided for in the Conditions together with such other sums and additional amounts (if any) as may be conclusive payable under the Conditions, in accordance with the Conditions. For the purposes of this Registered Global Note, (a) the holder of the Notes represented by this Registered Global Note is bound by the provisions of the Agency Agreement, (b) the Issuer certifies that the Registered Holder is, at the date hereof, entered in the Register as the holder of the Notes represented by this Registered Global Note, (c) this Registered Global Note is evidence of entitlement only, (d) title to the records Notes represented by this Registered Global Note passes only on due registration on the Register, and (e) only the holder of the relevant Clearing Systems at that timeNotes represented by this Registered Global Note is entitled to payments in respect of the Notes represented by this Registered Global Note.

Appears in 1 contract

Samples: Agency Agreement (Australia & New Zealand Banking Group LTD)

Interpretation and Definitions. References in this temporary Permanent Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended amended, restated or supplemented as at the Issue Date, the “Agency Agreement”) dated 29 April 2016 3 August 2022 between the Issuer, the Guarantor, BNP Paribas Securities ServicesCitibank, Luxembourg N.A., London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Permanent Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), * Delete as applicable.‌ ** Delete for Notes issued by Holcim Ltd which in the event of any conflict shall prevail). Other capitalised terms used in this temporary Permanent Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”. The aggregate nominal amount from time to time of this temporary Permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered in the records of both Euroclear and Clearstream, Luxembourg (together together, the “relevant Clearing Systems”), which shall be completed and/or amended, amended as the case may be, be upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this temporary Global Note for a corresponding interest the interests recorded in the records of the relevant Clearing Systems in a permanent the Temporary Global Note or initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a Temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this Permanent Global Note upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this Permanent Global Note for Definitive Notes or Registered Notes, (iiiiv) the redemption or purchase and cancellation of Notes represented hereby and/or (ivv) the exchange of interests in this temporary Permanent Global Note for direct enforcement rights, all as described below. The records of the relevant Clearing Systems (which expression in this temporary Permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this temporary Permanent Global Note and, for these purposes, a statement issued by a relevant Clearing System Systems (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes represented by the temporary this Permanent Global Note at any time shall be conclusive evidence of the records of the relevant Clearing Systems System at that time. Subject as provided herein, the Issuer, for value received, promises to pay to, or to the order of, the bearer of this Permanent Global Note upon surrender of this Permanent Global Note on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this Permanent Global Note and (unless this Permanent Global Note does not bear interest) to pay interest in respect of the Notes from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate nominal amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this temporary Temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (attached in the Fifth Schedule hereto which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended or and supplemented as at the Issue Datefrom time to time, the “Agency Agreement”) dated 29 April 2016 2 October 2020 between the IssuerEni S.p.A., the GuarantorEni Finance International SA, BNP Paribas Securities ServicesThe Bank of New York Mellon, Luxembourg London Branch as fiscal agent and the other agents named in itit and attached hereto, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Second Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this temporary Temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C RulesTEFRA C” or “not applicable”, this temporary Temporary Global Note is a “TEFRA C Rules Note”, otherwise this temporary Temporary Global Note is a “TEFRA D Rules Note”. The aggregate nominal amount from time to time of this temporary Temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended, as by or on behalf of the case may be, Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this temporary Temporary Global Note for a corresponding interest recorded in the records of the relevant Clearing Systems in a permanent Permanent Global Note or or, as the case may be, for Definitive Notes or Registered Notes, (iii) the redemption or purchase and cancellation of Notes represented hereby hereby, and/or (iv) the exchange of interests in this temporary Temporary Global Note for direct enforcement rights, all as described below. The records of Subject as provided herein, the relevant Clearing Systems (which expression in this temporary Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this temporary Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing System (which statement shall be made available promises to pay to the bearer of this Temporary Global Note, upon requestpresentation and (when no further payment is due in respect of this Temporary Global Note) stating surrender of this Temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by the temporary this Temporary Global Note at any time shall be conclusive evidence and (unless this Temporary Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing Systems at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this temporary Permanent Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (attached in the Sixth Schedule hereto which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended or and supplemented as at the Issue Datefrom time to time, the “Agency Agreement”) dated 29 April 2016 12 October 2021 between the IssuerEni S.p.A., the GuarantorEni Finance International SA, BNP Paribas Securities ServicesThe Bank of New York Mellon, Luxembourg London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Permanent Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Third Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this temporary Permanent Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”. The aggregate nominal amount from time to time of this temporary Permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended, as by or on behalf of the case may be, Belgian Paying Agent upon (i) the issue of the Notes represented herebyhereby (in the case of Notes represented by this Permanent Global Note upon issue), (ii) the exchange of the whole or or, where the limited circumstances so permit, a part of this temporary Permanent Global Note for a corresponding interest recorded in the records of the relevant Clearing Systems in a permanent Global Note or for Definitive Notes, (iii) the redemption or purchase and cancellation of Notes represented hereby hereby, and/or (iv) the exchange of interests in this temporary Permanent Global Note for direct enforcement rights, all as described below. The records of Subject as provided herein, the relevant Clearing Systems (which expression in this temporary Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this temporary Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing System (which statement shall be made available promises to pay to the bearer of this Permanent Global Note, upon requestpresentation and (when no further payment is due in respect of this Permanent Global Note) stating surrender of this Permanent Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by the temporary this Permanent Global Note and (unless this Permanent Global Note does not bear interest) to pay interest in respect of such aggregate nominal amount of Notes from the Interest Commencement Date in arrear at any time the rates, on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the EFI Notes represented by this Global Note, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. For as long as the Global Note is held by and settled through the NBB Securities Settlement System, the Global Note will be immobilised and holders of book-entry interests in the EFI Notes shall have a co-ownership right in the EFI Notes. Payments in relation to such an EFI Note shall be conclusive evidence made in accordance with the NBB Securities Settlement System Regulations and the provisions of the records Clearing Services Agreement. Payments made by the Issuer in euro to the NBB will discharge the Issuer’s obligations in respect of the relevant Clearing Systems at that timeEFI Notes. Payments in any currency other than euro of principal or interest owing under the EFI Notes shall be made through the Paying Agent and Euroclear and /or Clearstream, Luxembourg (in accordance with the rules thereof).

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this temporary Temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended or supplemented as at the Issue Datefrom time to time, the “Agency Agreement”) dated 29 April 2016 6 October 2022 between the IssuerEni S.p.A., the GuarantorThe Bank of New York Mellon, BNP Paribas Securities Services, Luxembourg London Branch as fiscal agent and the other agents named in itit and attached hereto, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this temporary Temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If Part A of the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C RulesTEFRA C” or “not applicable”, this temporary Temporary Global Note is a “TEFRA C Rules Note”, otherwise this temporary Temporary Global Note is a “TEFRA D Rules Note”. The aggregate nominal amount from time to time of this temporary Temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered in the records of both Euroclear and Clearstream, Luxembourg (together the “relevant Clearing Systems”), which shall be completed and/or amended, as the case may be, upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this temporary Temporary Global Note for a corresponding interest recorded in the records of the relevant Clearing Systems in a permanent Permanent Global Note or or, as the case may be, for Definitive Notes or Registered Notes, (iii) the redemption or purchase and cancellation of Notes represented hereby and/or (iv) the exchange of interests in this temporary Temporary Global Note for direct enforcement rights, all as described below. The records of the relevant Clearing Systems (which expression in this temporary Temporary Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this temporary Temporary Global Note and, for these purposes, a statement issued by a relevant Clearing System (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes represented by the temporary Temporary Global Note at any time shall be conclusive evidence of the records of the relevant Clearing Systems at that time. Subject as provided herein, the Issuer, for value received, promises to pay to the bearer of this Temporary Global Note, upon presentation and (when no further payment is due in respect of this Temporary Global Note) surrender of this Temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this Temporary Global Note and (unless this Temporary Global Note does not bear interest) to pay interest in respect of the Notes from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 29 April 2016 25 September 2019 between the Issuer, the Guarantor, BNP Paribas Securities Services, Luxembourg Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Second Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If Part A of the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C RulesTEFRA C” or “TEFRA not applicable”, this temporary Global Note is a “TEFRA C Rules Note”, otherwise this temporary Global Note is a “TEFRA D Rules Note”. The aggregate nominal amount from time to time of this temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended, as by or on behalf of the case may be, Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this temporary Global Note for a corresponding interest recorded in the records of the relevant Clearing Systems in a permanent Global Note or for Definitive Notes, (iii) the redemption or purchase and cancellation of Notes represented hereby and/or (iv) the exchange of interests in this temporary Global Note for direct enforcement rights, all as described below. The records Subject as provided herein, the Issuer, for value received, promises to pay to the bearer of the relevant Clearing Systems (which expression in this temporary Global Note means Note, upon presentation and (when no further payment is due in respect of this temporary Global Note) surrender of this temporary Global Note, on the records that each relevant Clearing System holds for its customers which reflect Maturity Date (or on such earlier date as the amount of such customers’ interests payable upon redemption under the Conditions may become payable in accordance with the NotesConditions) shall be conclusive evidence the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of the Notes represented by this temporary Global Note and, for these purposes, a statement issued by a relevant Clearing System and (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes represented by the unless this temporary Global Note at any time shall be conclusive evidence does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing Systems at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this temporary Temporary Global Note to the “Conditions” are to the Terms terms and Conditions conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 29 April 2016 between the Issuer, the Guarantor, BNP Paribas Securities Services, Luxembourg Branch as fiscal agent and the other agents named in it, Principal Trust Deed as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Second Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this temporary Temporary Global Note shall have the meanings given to them in the Conditions or the Agency AgreementPrincipal Trust Deed. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either the “C Rules” or “not applicable”, this temporary Temporary Global Note is a “C Rules Note”, otherwise this temporary Temporary Global Note is a “D Rules Note”. 1 Include if the Issuer is an Additional Issuer. 2 Include only where the maturity of the Notes is less than one year and the Notes are being sold into Ireland or to Irish investors The aggregate nominal principal amount from time to time of this temporary Temporary Global Note shall be an amount equal to the aggregate nominal principal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended, as by or on behalf of the case may be, Issuing and Paying Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this temporary Temporary Global Note for a corresponding interest recorded in the records of the relevant Clearing Systems in a permanent Permanent Global Note or or, as the case may be, for Definitive Notes or Registered Notes, (iii) the redemption or purchase and cancellation of Notes represented hereby and/or (iv) in the exchange case of interests Partly-Paid Notes, the forfeiture of Notes represented hereby in this temporary Global Note for direct enforcement rightsaccordance with the Conditions relating to such Partly-Paid Notes, all as described below. The records of Subject as provided herein, the relevant Clearing Systems (which expression in this temporary Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this temporary Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing System (which statement shall be made available promises to pay to the bearer of this Temporary Global Note, upon requestpresentation and (when no further payment is due in respect of this Temporary Global Note) stating surrender of this Temporary Global Note, on the nominal Maturity Date (or on such earlier date as the Redemption Amount may become repayable in accordance with the Conditions) the Redemption Amount in respect of the aggregate principal amount of Notes represented by the temporary this Temporary Global Note at any time shall be conclusive evidence and (unless this Temporary Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing Systems at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Principal Trust Deed

Interpretation and Definitions. References in this temporary Permanent Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (and attached in the Fifth Schedule hereto which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement dated 5 October 2023 (as amended or and supplemented as at the Issue Datefrom time to time, the “Agency Agreement”) dated 29 April 2016 between the IssuerEni S.p.A., the GuarantorThe Bank of New York Mellon, BNP Paribas Securities Services, Luxembourg London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Permanent Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Third Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this temporary Permanent Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”. The aggregate nominal amount from time to time of this temporary Permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended, as by or on behalf of the case may be, Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this temporary the Temporary Global Note initially representing the Notes for a corresponding interest recorded herein (in the records case of Notes represented by a Temporary Global Note upon issue), (ii) the issue of the relevant Clearing Systems Notes represented hereby (in a permanent the case of Notes represented by this Permanent Global Note or upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this Permanent Global Note for Definitive Notes or Registered Notes, (iiiiv) the redemption or purchase and cancellation of Notes represented hereby and/or (ivv) the exchange of interests in this temporary Permanent Global Note for direct enforcement rights, all as described below. The records of Subject as provided herein, the relevant Clearing Systems (which expression in this temporary Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this temporary Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing System (which statement shall be made available promises to pay to the bearer of this Permanent Global Note, upon requestpresentation and (when no further payment is due in respect of this Permanent Global Note) stating surrender of this Permanent Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by the temporary this Permanent Global Note at any time shall be conclusive evidence and (unless this Permanent Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing Systems at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this temporary Permanent Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C 6 to the Amended and Restated Agency Agreement dated 25 September 2006 (as further supplemented and/or amended or supplemented and/or restated as at the Issue Date, the “Agency Agreement”) dated 29 April 2016 between between, among others, the Issuer, the GuarantorDeutsche Bank AG, BNP Paribas Securities Services, Luxembourg London Branch as fiscal agent Fiscal Agent and the other agents Agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Permanent Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule Appendix 4 hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this temporary Permanent Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”. The aggregate nominal amount from time to time of this temporary Permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together the “relevant Clearing Systems”)Appendix 1 hereto, which shall be completed and/or amended, as by or on behalf of the case may be, Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this temporary the Temporary Global Note initially representing the Notes for a corresponding interest recorded herein (in the records case of Notes represented by a Temporary Global Note upon issue), (ii) the issue of the relevant Clearing Systems Notes represented hereby (in a permanent the case of Notes represented by this Permanent Global Note or upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this Permanent Global Note for Definitive Notes, (iiiiv) the redemption or purchase and cancellation of Notes represented hereby, (v) in the case of Partly-paid Notes, the forfeiture of Notes represented hereby in accordance with the Conditions relating to such Partly-paid Notes and/or (ivvi) the exchange of interests in this temporary Permanent Global Note for direct enforcement rights, all as described below. The records of Subject as provided herein, the relevant Clearing Systems (which expression in this temporary Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this temporary Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing System (which statement shall be made available promises to pay to the bearer of this Permanent Global Note, upon requestpresentation and (when no further payment is due in respect of this Permanent Global Note) stating surrender of this Permanent Global Note, on the Maturity Date (or on such earlier date as the Redemption Amount may become repayable in accordance with the Conditions) the Redemption Amount in respect of the aggregate nominal amount of Notes represented by the temporary this Permanent Global Note and (unless this Permanent Global Note does not bear interest) to pay interest in respect of such aggregate nominal amount of Notes from the Interest Commencement Date in arrear at any time shall the rates, in the amounts and on the dates for payment provided for in the Conditions together with such other sums and additional amounts (if any) as may be conclusive evidence of payable under the records of Conditions, in accordance with the relevant Clearing Systems at that timeConditions.

Appears in 1 contract

Samples: Agency Agreement (Australia & New Zealand Banking Group LTD)

Interpretation and Definitions. References in this temporary Temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended or supplemented as at the Issue Datefrom time to time, the “Agency Agreement”) dated 29 April 2016 12 October 2021 between the IssuerEni S.p.A., the GuarantorEni Finance International SA, BNP Paribas Securities ServicesThe Bank of New York Mellon, Luxembourg London Branch as fiscal agent and the other agents named in itit and attached hereto, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this temporary Temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If Part A of the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C RulesTEFRA C” or “not applicable”, this temporary Temporary Global Note is a “TEFRA C Rules Note”, otherwise this temporary Temporary Global Note is a “TEFRA D Rules Note”. The aggregate nominal amount from time to time of this temporary Temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered in the records of both Euroclear and Clearstream, Luxembourg (together the “relevant Clearing Systems”), which shall be completed and/or amended, as the case may be, upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this temporary Temporary Global Note for a corresponding interest recorded in the records of the relevant Clearing Systems in a permanent Permanent Global Note or or, as the case may be, for Definitive Notes or Registered Notes, (iii) the redemption or purchase and cancellation of Notes represented hereby and/or (iv) the exchange of interests in this temporary Temporary Global Note for direct enforcement rights, all as described below. The records of the relevant Clearing Systems (which expression in this temporary Temporary Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this temporary Temporary Global Note and, for these purposes, a statement issued by a relevant Clearing System (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes represented by the temporary Temporary Global Note at any time shall be conclusive evidence of the records of the relevant Clearing Systems at that time. Subject as provided herein, the Issuer, for value received, promises to pay to the bearer of this Temporary Global Note, upon presentation and (when no further payment is due in respect of this Temporary Global Note) surrender of this Temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this Temporary Global Note and (unless this Temporary Global Note does not bear interest) to pay interest in respect of the Notes from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this temporary permanent Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C [C]/[D] to the Amended and Restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 29 April 2016 4 June 2020 between the Issuer, the GuarantorThe Bank of New York Mellon, BNP Paribas Securities Services, Luxembourg London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary permanent Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Third Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this temporary permanent Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”. The aggregate nominal amount from time to time of this temporary permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended, as by or on behalf of the case may be, Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this the temporary Global Note initially representing the Notes for a corresponding interest recorded herein (in the records case of Notes represented by a temporary Global Note upon issue), (ii) the issue of the relevant Clearing Systems Notes represented hereby (in a the case of Notes represented by this permanent Global Note or upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note for Definitive Notes, (iiiiv) the redemption or purchase and cancellation of Notes represented hereby, (v) in the case of Partly Paid Notes, the forfeiture of Notes represented hereby in accordance with the Conditions relating to such Partly Paid Notes and/or (ivvi) the exchange of interests in this temporary permanent Global Note for direct enforcement rights, all as described below. The records of Subject as provided herein, the relevant Clearing Systems (which expression in this temporary Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this temporary Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing System (which statement shall be made available promises to pay to the bearer of this permanent Global Note, upon requestpresentation and (when no further payment is due in respect of this permanent Global Note) stating surrender of this permanent Global Note, on the Maturity Date (or on such other date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by the temporary this permanent Global Note at any time shall be conclusive evidence and (unless this permanent Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing Systems at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this temporary Temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (attached in the Fifth Schedule hereto which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended or and supplemented as at the Issue Datefrom time to time, the “Agency Agreement”) dated 29 April 2016 3 October 2019 between the IssuerEni S.p.A., the GuarantorEni Finance International SA, BNP Paribas Securities ServicesThe Bank of New York Mellon, Luxembourg London Branch as fiscal agent and the other agents named in itit and attached hereto, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Second Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this temporary Temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C RulesTEFRA C” or “not applicable”, this temporary Temporary Global Note is a “TEFRA C Rules Note”, otherwise this temporary Temporary Global Note is a “TEFRA D Rules Note”. The aggregate nominal amount from time to time of this temporary Temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended, as by or on behalf of the case may be, Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this temporary Temporary Global Note for a corresponding interest recorded in the records of the relevant Clearing Systems in a permanent Permanent Global Note or or, as the case may be, for Definitive Notes or Registered Notes, (iii) the redemption or purchase and cancellation of Notes represented hereby hereby, and/or (iv) the exchange of interests in this temporary Temporary Global Note for direct enforcement rights, all as described below. The records of Subject as provided herein, the relevant Clearing Systems (which expression in this temporary Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this temporary Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing System (which statement shall be made available promises to pay to the bearer of this Temporary Global Note, upon requestpresentation and (when no further payment is due in respect of this Temporary Global Note) stating surrender of this Temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by the temporary this Temporary Global Note at any time shall be conclusive evidence and (unless this Temporary Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing Systems at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this temporary Permanent Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended amended, restated or supplemented as at the Issue Date, the “Agency Agreement”) dated 29 April 2016 3 August 2023 between the Issuer, the Guarantor, BNP Paribas Securities ServicesCitibank, Luxembourg N.A., London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Permanent Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Third Schedule hereto), * Delete as applicable.‌ ** Delete for Notes Issued by Holcim Ltd. which in the event of any conflict shall prevail). Other capitalised terms used in this temporary Permanent Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”. The aggregate nominal amount from time to time of this temporary Permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended, as by or on behalf of the case may be, Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this temporary the Temporary Global Note initially representing the Notes for a corresponding interest recorded herein (in the records case of Notes represented by a Temporary Global Note upon issue), (ii) the issue of the relevant Clearing Systems Notes represented hereby (in a permanent the case of Notes represented by this Permanent Global Note or upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this Permanent Global Note for Definitive Notes or Registered Notes, (iiiiv) the redemption or purchase and cancellation of Notes represented hereby and/or (ivv) the exchange of interests in this temporary Permanent Global Note for direct enforcement rights, all as described below. The records Subject as provided herein, the Issuer, for value received, promises to pay to, or to the order of, the bearer of this Permanent Global Note upon surrender of this Permanent Global Note on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the relevant Clearing Systems (which expression in this temporary Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this temporary Global Note and, for these purposes, a statement issued by a relevant Clearing System (which statement shall be made available to the bearer upon request) stating the aggregate nominal amount of Notes represented by the temporary this Permanent Global Note at any time shall be conclusive evidence and (unless this Permanent Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing Systems at that timetotal aggregate nominal amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this temporary Permanent Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended amended, restated or supplemented as at the Issue Date, the “Agency Agreement”) dated 29 April 2016 4 August 2021 between the Issuer, the Guarantor, BNP Paribas Securities ServicesCitibank, Luxembourg N.A., London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Permanent Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Third Schedule hereto), * Delete as applicable. ** Delete for Notes Issued by Holcim Ltd. which in the event of any conflict shall prevail). Other capitalised terms used in this temporary Permanent Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”. The aggregate nominal amount from time to time of this temporary Permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended, as by or on behalf of the case may be, Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this temporary the Temporary Global Note initially representing the Notes for a corresponding interest recorded herein (in the records case of Notes represented by a Temporary Global Note upon issue), (ii) the issue of the relevant Clearing Systems Notes represented hereby (in a permanent the case of Notes represented by this Permanent Global Note or upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this Permanent Global Note for Definitive Notes or Registered Notes, (iiiiv) the redemption or purchase and cancellation of Notes represented hereby and/or (ivv) the exchange of interests in this temporary Permanent Global Note for direct enforcement rights, all as described below. The records Subject as provided herein, the Issuer, for value received, promises to pay to, or to the order of, the bearer of this Permanent Global Note upon surrender of this Permanent Global Note on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the relevant Clearing Systems (which expression in this temporary Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this temporary Global Note and, for these purposes, a statement issued by a relevant Clearing System (which statement shall be made available to the bearer upon request) stating the aggregate nominal amount of Notes represented by the temporary this Permanent Global Note at any time shall be conclusive evidence and (unless this Permanent Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing Systems at that timetotal aggregate nominal amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this temporary Temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended or supplemented as at the Issue Datefrom time to time, the “Agency Agreement”) dated 29 April 2016 3 October 2019 between the IssuerEni S.p.A., the GuarantorEni Finance International SA, BNP Paribas Securities ServicesThe Bank of New York Mellon, Luxembourg London Branch as fiscal agent and the other agents named in itit and attached hereto, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this temporary Temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If Part A of the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C RulesTEFRA C” or “not applicable”, this temporary Temporary Global Note is a “TEFRA C Rules Note”, otherwise this temporary Temporary Global Note is a “TEFRA D Rules Note”. The aggregate nominal amount from time to time of this temporary Temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered in the records of both Euroclear and Clearstream, Luxembourg (together the “relevant Clearing Systems”), which shall be completed and/or amended, as the case may be, upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this temporary Temporary Global Note for a corresponding interest recorded in the records of the relevant Clearing Systems in a permanent Permanent Global Note or or, as the case may be, for Definitive Notes or Registered Notes, (iii) the redemption or purchase and cancellation of Notes represented hereby and/or (iv) the exchange of interests in this temporary Temporary Global Note for direct enforcement rights, all as described below. The records of the relevant Clearing Systems (which expression in this temporary Temporary Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this temporary Temporary Global Note and, for these purposes, a statement issued by a relevant Clearing System (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes represented by the temporary Temporary Global Note at any time shall be conclusive evidence of the records of the relevant Clearing Systems at that time. Subject as provided herein, the Issuer, for value received, promises to pay to the bearer of this Temporary Global Note, upon presentation and (when no further payment is due in respect of this Temporary Global Note) surrender of this Temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this Temporary Global Note and (unless this Temporary Global Note does not bear interest) to pay interest in respect of the Notes from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this temporary Permanent Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (attached in the Sixth Schedule hereto which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended or and supplemented as at the Issue Datefrom time to time, the “Agency Agreement”) dated 29 April 2016 2 October 2020 between the IssuerEni S.p.A., the GuarantorEni Finance International SA, BNP Paribas Securities ServicesThe Bank of New York Mellon, Luxembourg London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Permanent Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Third Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this temporary Permanent Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”. The aggregate nominal amount from time to time of this temporary Permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended, as by or on behalf of the case may be, Belgian Paying Agent upon (i) the issue of the Notes represented herebyhereby (in the case of Notes represented by this Permanent Global Note upon issue), (ii) the exchange of the whole or or, where the limited circumstances so permit, a part of this temporary Permanent Global Note for a corresponding interest recorded in the records of the relevant Clearing Systems in a permanent Global Note or for Definitive Notes, (iii) the redemption or purchase and cancellation of Notes represented hereby hereby, and/or (iv) the exchange of interests in this temporary Permanent Global Note for direct enforcement rights, all as described below. The records of Subject as provided herein, the relevant Clearing Systems (which expression in this temporary Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this temporary Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing System (which statement shall be made available promises to pay to the bearer of this Permanent Global Note, upon requestpresentation and (when no further payment is due in respect of this Permanent Global Note) stating surrender of this Permanent Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by the temporary this Permanent Global Note and (unless this Permanent Global Note does not bear interest) to pay interest in respect of such aggregate nominal amount of Notes from the Interest Commencement Date in arrear at any time the rates, on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the EFI Notes represented by this Global Note, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. For as long as the Global Note is held by and settled through the NBB Securities Settlement System, the Global Note will be immobilised and holders of book-entry interests in the EFI Notes shall have a co-ownership right in the EFI Notes. Payments in relation to such an EFI Note shall be conclusive evidence made in accordance with the NBB Securities Settlement System Regulations and the provisions of the records Clearing Services Agreement. Payments made by the Issuer in euro to the NBB will discharge the Issuer’s obligations in respect of the relevant Clearing Systems at that timeEFI Notes. Payments in any currency other than euro of principal or interest owing under the EFI Notes shall be made through the Paying Agent and Euroclear and /or Clearstream, Luxembourg (in accordance with the rules thereof).

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this temporary Permanent Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended amended, restated or supplemented as at the Issue Date, the “Agency Agreement”) dated 29 April 2016 3 August 2023 between the Issuer, the Guarantor, BNP Paribas Securities ServicesCitibank, Luxembourg N.A., London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Permanent Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), * Delete as applicable.‌ ** Delete for Notes issued by Holcim Ltd which in the event of any conflict shall prevail). Other capitalised terms used in this temporary Permanent Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”. The aggregate nominal amount from time to time of this temporary Permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered in the records of both Euroclear and Clearstream, Luxembourg (together together, the “relevant Clearing Systems”), which shall be completed and/or amended, amended as the case may be, be upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this temporary Global Note for a corresponding interest the interests recorded in the records of the relevant Clearing Systems in a permanent the Temporary Global Note or initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a Temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this Permanent Global Note upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this Permanent Global Note for Definitive Notes or Registered Notes, (iiiiv) the redemption or purchase and cancellation of Notes represented hereby and/or (ivv) the exchange of interests in this temporary Permanent Global Note for direct enforcement rights, all as described below. The records of the relevant Clearing Systems (which expression in this temporary Permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this temporary Permanent Global Note and, for these purposes, a statement issued by a relevant Clearing System Systems (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes represented by the temporary this Permanent Global Note at any time shall be conclusive evidence of the records of the relevant Clearing Systems System at that time. Subject as provided herein, the Issuer, for value received, promises to pay to, or to the order of, the bearer of this Permanent Global Note upon surrender of this Permanent Global Note on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this Permanent Global Note and (unless this Permanent Global Note does not bear interest) to pay interest in respect of the Notes from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate nominal amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this temporary Temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (attached in the Fifth Schedule hereto which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended or and supplemented as at the Issue Datefrom time to time, the “Agency Agreement”) dated 29 April 2016 6 October 2022 between the IssuerEni S.p.A., the GuarantorThe Bank of New York Mellon, BNP Paribas Securities Services, Luxembourg London Branch as fiscal agent and the other agents named in itit and attached hereto, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Second Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this temporary Temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C RulesTEFRA C” or “not applicable”, this temporary Temporary Global Note is a “TEFRA C Rules Note”, otherwise this temporary Temporary Global Note is a “TEFRA D Rules Note”. The aggregate nominal amount from time to time of this temporary Temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended, as by or on behalf of the case may be, Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this temporary Temporary Global Note for a corresponding interest recorded in the records of the relevant Clearing Systems in a permanent Permanent Global Note or or, as the case may be, for Definitive Notes or Registered Notes, (iii) the redemption or purchase and cancellation of Notes represented hereby hereby, and/or (iv) the exchange of interests in this temporary Temporary Global Note for direct enforcement rights, all as described below. The records of Subject as provided herein, the relevant Clearing Systems (which expression in this temporary Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this temporary Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing System (which statement shall be made available promises to pay to the bearer of this Temporary Global Note, upon requestpresentation and (when no further payment is due in respect of this Temporary Global Note) stating surrender of this Temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by the temporary this Temporary Global Note at any time shall be conclusive evidence and (unless this Temporary Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing Systems at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this temporary permanent Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C B to the Amended and Restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 29 April 2016 11 May 2020 between the Issuer, the Guarantor, BNP Paribas Securities ServicesThe Bank of New York Mellon, Luxembourg London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary permanent Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this temporary permanent Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If The issuer has executed a public deed (escritura pública) relating to the Second Schedule hereto specifies that Notes before a Spanish Notary Public on or prior to the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”issue date. The aggregate nominal amount from time to time of this temporary permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered in the records of both Euroclear and Clearstream, Luxembourg (together together, the “relevant Clearing Systems”), which shall be completed and/or amended, amended as the case may be, be upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this temporary Global Note for a corresponding interest the interests recorded in the records of the relevant Clearing Systems in the temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note or upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note for Definitive Notes, (iiiiv) the redemption or purchase and cancellation of Notes represented hereby and/or (ivv) the exchange of interests in this temporary permanent Global Note for direct enforcement rights, all as described below. The records of the relevant Clearing Systems (which expression in this temporary permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this temporary permanent Global Note and, for these purposes, a statement issued by a relevant Clearing System Systems (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes represented by the temporary this permanent Global Note at any time shall be conclusive evidence of the records of the relevant Clearing Systems System at that time. Subject as provided herein, the Issuer, for value received, promises to pay to the bearer of this permanent Global Note, upon presentation and (when no further payment is due in respect of this permanent Global Note) surrender of this permanent Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this permanent Global Note and (unless this permanent Global Note does not bear interest) to pay interest in respect of the Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

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Interpretation and Definitions. References in this temporary Permanent Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended amended, restated or supplemented as at the Issue Date, the “Agency Agreement”) dated 29 April 2016 3 August 2022 between the Issuer, the Guarantor, BNP Paribas Securities ServicesCitibank, Luxembourg N.A., London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Permanent Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Third Schedule hereto), * Delete as applicable.‌ ** Delete for Notes Issued by Holcim Ltd. which in the event of any conflict shall prevail). Other capitalised terms used in this temporary Permanent Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”. The aggregate nominal amount from time to time of this temporary Permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended, as by or on behalf of the case may be, Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this temporary the Temporary Global Note initially representing the Notes for a corresponding interest recorded herein (in the records case of Notes represented by a Temporary Global Note upon issue), (ii) the issue of the relevant Clearing Systems Notes represented hereby (in a permanent the case of Notes represented by this Permanent Global Note or upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this Permanent Global Note for Definitive Notes or Registered Notes, (iiiiv) the redemption or purchase and cancellation of Notes represented hereby and/or (ivv) the exchange of interests in this temporary Permanent Global Note for direct enforcement rights, all as described below. The records Subject as provided herein, the Issuer, for value received, promises to pay to, or to the order of, the bearer of this Permanent Global Note upon surrender of this Permanent Global Note on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the relevant Clearing Systems (which expression in this temporary Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this temporary Global Note and, for these purposes, a statement issued by a relevant Clearing System (which statement shall be made available to the bearer upon request) stating the aggregate nominal amount of Notes represented by the temporary this Permanent Global Note at any time shall be conclusive evidence and (unless this Permanent Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing Systems at that timetotal aggregate nominal amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this temporary Temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (attached in the Fifth Schedule hereto which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended or and supplemented as at the Issue Datefrom time to time, the “Agency Agreement”) dated 29 April 2016 12 October 2021 between the IssuerEni S.p.A., the GuarantorEni Finance International SA, BNP Paribas Securities ServicesThe Bank of New York Mellon, Luxembourg London Branch as fiscal agent and the other agents named in itit and attached hereto, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Second Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this temporary Temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C RulesTEFRA C” or “not applicable”, this temporary Temporary Global Note is a “TEFRA C Rules Note”, otherwise this temporary Temporary Global Note is a “TEFRA D Rules Note”. The aggregate nominal amount from time to time of this temporary Temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended, as by or on behalf of the case may be, Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this temporary Temporary Global Note for a corresponding interest recorded in the records of the relevant Clearing Systems in a permanent Permanent Global Note or or, as the case may be, for Definitive Notes or Registered Notes, (iii) the redemption or purchase and cancellation of Notes represented hereby hereby, and/or (iv) the exchange of interests in this temporary Temporary Global Note for direct enforcement rights, all as described below. The records of Subject as provided herein, the relevant Clearing Systems (which expression in this temporary Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this temporary Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing System (which statement shall be made available promises to pay to the bearer of this Temporary Global Note, upon requestpresentation and (when no further payment is due in respect of this Temporary Global Note) stating surrender of this Temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by the temporary this Temporary Global Note at any time shall be conclusive evidence and (unless this Temporary Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing Systems at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this temporary Temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended or supplemented as at the Issue Datefrom time to time, the “Agency Agreement”) dated 29 April 2016 5 October 2023 between the IssuerEni S.p.A., the GuarantorThe Bank of New York Mellon, BNP Paribas Securities Services, Luxembourg London Branch as fiscal agent and the other agents named in itit and attached hereto, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this temporary Temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If Part A of the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C RulesTEFRA C” or “not applicable”, this temporary Temporary Global Note is a “TEFRA C Rules Note”, otherwise this temporary Temporary Global Note is a “TEFRA D Rules Note”. The aggregate nominal amount from time to time of this temporary Temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered in the records of both Euroclear and Clearstream, Luxembourg (together the “relevant Clearing Systems”), which shall be completed and/or amended, as the case may be, upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this temporary Temporary Global Note for a corresponding interest recorded in the records of the relevant Clearing Systems in a permanent Permanent Global Note or or, as the case may be, for Definitive Notes or Registered Notes, (iii) the redemption or purchase and cancellation of Notes represented hereby and/or (iv) the exchange of interests in this temporary Temporary Global Note for direct enforcement rights, all as described below. The records of the relevant Clearing Systems (which expression in this temporary Temporary Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this temporary Temporary Global Note and, for these purposes, a statement issued by a relevant Clearing System (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes represented by the temporary Temporary Global Note at any time shall be conclusive evidence of the records of the relevant Clearing Systems at that time. Subject as provided herein, the Issuer, for value received, promises to pay to the bearer of this Temporary Global Note, upon presentation and (when no further payment is due in respect of this Temporary Global Note) surrender of this Temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this Temporary Global Note and (unless this Temporary Global Note does not bear interest) to pay interest in respect of the Notes from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this temporary Permanent Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended amended, restated or supplemented as at the Issue Date, the “Agency Agreement”) dated 29 April 2016 4 August 2021 between the Issuer, the Guarantor, BNP Paribas Securities ServicesCitibank, Luxembourg N.A., London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Permanent Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), * Delete as applicable. ** Delete for Notes issued by Holcim Ltd which in the event of any conflict shall prevail). Other capitalised terms used in this temporary Permanent Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”. The aggregate nominal amount from time to time of this temporary Permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered in the records of both Euroclear and Clearstream, Luxembourg (together together, the “relevant Clearing Systems”), which shall be completed and/or amended, amended as the case may be, be upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this temporary Global Note for a corresponding interest the interests recorded in the records of the relevant Clearing Systems in a permanent the Temporary Global Note or initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a Temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this Permanent Global Note upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this Permanent Global Note for Definitive Notes or Registered Notes, (iiiiv) the redemption or purchase and cancellation of Notes represented hereby and/or (ivv) the exchange of interests in this temporary Permanent Global Note for direct enforcement rights, all as described below. The records of the relevant Clearing Systems (which expression in this temporary Permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this temporary Permanent Global Note and, for these purposes, a statement issued by a relevant Clearing System Systems (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes represented by the temporary this Permanent Global Note at any time shall be conclusive evidence of the records of the relevant Clearing Systems System at that time. Subject as provided herein, the Issuer, for value received, promises to pay to, or to the order of, the bearer of this Permanent Global Note upon surrender of this Permanent Global Note on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this Permanent Global Note and (unless this Permanent Global Note does not bear interest) to pay interest in respect of the Notes from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate nominal amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this temporary Permanent Subordinated Global Note to the “Conditions” are to the Terms and Conditions applicable to the Subordinated Notes (and attached in the Fourth Schedule hereto which are in the form set out in Part C-2 of Schedule 2 Part C to the Amended and Restated Agency Agreement dated 2 October 2024 (as amended or and supplemented as at the Issue Datefrom time to time, the “Agency Agreement”) dated 29 April 2016 between the IssuerEni S.p.A., the GuarantorThe Bank of New York Mellon, BNP Paribas Securities Services, Luxembourg London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Permanent Subordinated Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Third Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this temporary Permanent Subordinated Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”. The aggregate nominal amount from time to time of this temporary Permanent Subordinated Global Note shall be an amount equal to the aggregate nominal amount of the Subordinated Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended, as by or on behalf of the case may be, Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this temporary the Temporary Subordinated Global Note initially representing the Subordinated Notes for a corresponding interest recorded herein (in the records case of Subordinated Notes represented by a Temporary Subordinated Global Note upon issue), (ii) the issue of the relevant Clearing Systems Subordinated Notes represented hereby (in a permanent the case of Subordinated Notes represented by this Permanent Subordinated Global Note or upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this Permanent Subordinated Global Note for Subordinated Definitive Notes, (iiiiv) the redemption or purchase and cancellation of Subordinated Notes represented hereby and/or (ivv) the exchange of interests in this temporary Permanent Subordinated Global Note for direct enforcement rights, all as described below. The records Subject as provided herein, the Issuer, for value received, promises to pay to the bearer of this Permanent Subordinated Global Note, upon presentation and (when no further payment is due in respect of this Permanent Subordinated Global Note) surrender of this Permanent Subordinated Global Note, on such date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions the amount payable upon redemption under the Conditions in respect of the relevant Clearing Systems (which expression in this temporary Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the aggregate nominal amount of the Subordinated Notes represented by this temporary Permanent Subordinated Global Note andand (unless this Permanent Subordinated Global Note does not bear interest) to pay interest in respect of the Subordinated Notes from the Interest Commencement Date in arrear at the rates, on the dates for these purposespayment, a statement issued by a relevant Clearing System (which statement shall be and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made available to in respect of the bearer upon request) stating the nominal total aggregate amount of Notes represented by the temporary Global Note at any time shall Subordinated Notes, together with such other sums and additional amounts (if any) as may be conclusive evidence of payable under the records of Conditions, in accordance with the relevant Clearing Systems at that timeConditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this temporary permanent Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 29 April 2016 25 September 2019 between the Issuer, the Guarantor, BNP Paribas Securities Services, Luxembourg Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary permanent Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Third Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this temporary permanent Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”. The aggregate nominal amount from time to time of this temporary permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended, as by or on behalf of the case may be, Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this the temporary Global Note initially representing the Notes for a corresponding interest recorded herein (in the records case of Notes represented by a temporary Global Note upon issue), (ii) the issue of the relevant Clearing Systems Notes represented hereby (in a the case of Notes represented by this permanent Global Note or upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note for Definitive Notes, (iiiiv) the redemption or purchase and cancellation of Notes represented hereby and/or (ivv) the exchange of interests in this temporary permanent Global Note for direct enforcement rights, all as described below. The records of Subject as provided herein, the relevant Clearing Systems (which expression in this temporary Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this temporary Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing System (which statement shall be made available promises to pay to the bearer of this permanent Global Note, upon requestpresentation and (when no further payment is due in respect of this permanent Global Note) stating surrender of this permanent Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by the temporary this permanent Global Note at any time shall be conclusive evidence and (unless this permanent Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing Systems at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this temporary Temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are as specified in the form set out in Schedule 2 Part C Issue Deed relating to the Amended Notes (the “Issue Deed”, and Restated Agency Agreement (as amended or supplemented as at together with the Issue DateMaster Trust Terms specified therein, the “Agency AgreementTrust Deed) dated 29 April 2016 between the Issuer), the Guarantor, BNP Paribas Securities Services, Luxembourg Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto)Note, which in the event of any conflict shall prevail). Other capitalised terms used in this temporary Temporary Global Note shall shall, unless otherwise defined, have the meanings given to them in the Conditions or the Agency AgreementTrust Deed. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary This Temporary Global Note is a [C D Rules Note”]/[“C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”]. The aggregate nominal amount from time to time of this temporary Temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together the “relevant Clearing Systems”)Schedule hereto, which shall be completed and/or amended, as by or on behalf of the case may be, Issuing and Paying Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this temporary Temporary Global Note for a corresponding interest recorded in the records of the relevant Clearing Systems in a permanent Permanent Global Note or or, as the case may be, for Definitive Notes, and/or (iii) the redemption or purchase and cancellation of Notes represented hereby and/or (iv) the exchange of interests in this temporary Global Note for direct enforcement rightshereby, all as described below. The records of Subject as provided herein, the relevant Clearing Systems (which expression in this temporary Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this temporary Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing System (which statement shall be made available hereby promises to pay to the bearer of this Temporary Global Note, upon requestpresentation and (when no further payment is due in respect of this Temporary Global Note) stating surrender of this Temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by the temporary this Temporary Global Note at any time shall be conclusive evidence and (unless this Temporary Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing Systems at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Master Trust Terms

Interpretation and Definitions. References in this temporary Permanent Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (and attached in the Fifth Schedule hereto which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement dated 6 October 2022 (as amended or and supplemented as at the Issue Datefrom time to time, the “Agency Agreement”) dated 29 April 2016 between the IssuerEni S.p.A., the GuarantorThe Bank of New York Mellon, BNP Paribas Securities Services, Luxembourg London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Permanent Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Third Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this temporary Permanent Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”. The aggregate nominal amount from time to time of this temporary Permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended, as by or on behalf of the case may be, Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this temporary the Temporary Global Note initially representing the Notes for a corresponding interest recorded herein (in the records case of Notes represented by a Temporary Global Note upon issue), (ii) the issue of the relevant Clearing Systems Notes represented hereby (in a permanent the case of Notes represented by this Permanent Global Note or upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this Permanent Global Note for Definitive Notes or Registered Notes, (iiiiv) the redemption or purchase and cancellation of Notes represented hereby and/or (ivv) the exchange of interests in this temporary Permanent Global Note for direct enforcement rights, all as described below. The records of Subject as provided herein, the relevant Clearing Systems (which expression in this temporary Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this temporary Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing System (which statement shall be made available promises to pay to the bearer of this Permanent Global Note, upon requestpresentation and (when no further payment is due in respect of this Permanent Global Note) stating surrender of this Permanent Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by the temporary this Permanent Global Note at any time shall be conclusive evidence and (unless this Permanent Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing Systems at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this temporary permanent Global Note Bond to the “Conditions” are to the Terms and Conditions applicable to the Notes Bonds (which are in the form set out in Part C (Terms and Conditions of the Bonds) of Schedule 2 Part C to the Amended and Restated Agency Agreement Trust Deed (as amended or supplemented as at the Issue Date, the “Agency AgreementTrust Deed”) dated 29 April 2016 [SIGNING DATE] between the Issuer, the GuarantorGuarantor and Citibank, BNP Paribas Securities ServicesN.A., Luxembourg London Branch as fiscal agent and the other agents named in itbond trustee, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary permanent Global Note Bond (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this temporary permanent Global Note Bond shall have the meanings given to them in the Conditions or the Agency Agreement. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”Trust Deed. The aggregate nominal amount from time to time of this temporary permanent Global Note Bond shall be an amount equal to the aggregate nominal amount of the Notes Bonds from time to time entered in the records of both Euroclear and Clearstream, Luxembourg (together together, the “relevant Clearing Systems”), which shall be completed and/or amended, as the case may be, upon upon: (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this temporary Global Note for a corresponding interest the interests recorded in the records of the relevant Clearing Systems in the temporary Global Bond initially representing the Bonds for a corresponding interest herein (in the case of Bonds represented by a temporary Global Bond upon issue); (ii) the issue of the Bonds represented hereby (in the case of Bonds represented by this permanent Global Note or Bond upon issue); (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Bond for Definitive Notes, Bonds; and/or (iiiiv) the redemption or purchase and cancellation of Notes Bonds represented hereby and/or (iv) the exchange of interests in this temporary Global Note for direct enforcement rightshereby, all as described below. The records of the relevant Clearing Systems (which expression in this temporary permanent Global Note Bond means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the NotesBonds) shall be conclusive evidence of the nominal amount of the Notes Bonds represented by this temporary permanent Global Note Bond and, for these purposes, a statement issued by a relevant Clearing System (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes Bonds represented by the temporary this permanent Global Note Bond at any time shall be conclusive evidence of the records of the relevant Clearing Systems System at that time. Subject as provided herein, the Issuer, for value received, hereby promises to pay to the bearer of this permanent Global Bond, upon presentation and (when no further payment is due in respect of this permanent Global Bond) surrender of this permanent Global Bond on the Maturity Date as defined in the Conditions (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Bonds represented by this permanent Global Bond and (unless this permanent Global Bond does not bear interest) to pay interest in respect of the Bonds from the Interest Commencement Date as defined in the Conditions in arrear at the rates, on the dates for payment, and in accordance with the method of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the Bonds, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Trust Deed

Interpretation and Definitions. References in this temporary Permanent Senior Global Note to the “Conditions” are to the Terms and Conditions applicable to the Senior Notes (and attached in the Fifth Schedule hereto which are in the form set out in Part C-1 of Schedule 2 Part C to the Amended and Restated Agency Agreement dated 2 October 2024 (as amended or and supplemented as at the Issue Datefrom time to time, the “Agency Agreement”) dated 29 April 2016 between the IssuerEni S.p.A., the GuarantorThe Bank of New York Mellon, BNP Paribas Securities Services, Luxembourg London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Permanent Senior Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Third Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this temporary Permanent Senior Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”. The aggregate nominal amount from time to time of this temporary Permanent Senior Global Note shall be an amount equal to the aggregate nominal amount of the Senior Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended, as by or on behalf of the case may be, Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this temporary the Temporary Senior Global Note initially representing the Senior Notes for a corresponding interest recorded herein (in the records case of Senior Notes represented by a Temporary Senior Global Note upon issue), (ii) the issue of the relevant Clearing Systems Senior Notes represented hereby (in a permanent the case of Senior Notes represented by this Permanent Senior Global Note or for Definitive Notesupon issue), (iii) the redemption or purchase and cancellation of Notes represented hereby and/or (iv) the exchange of interests in the whole or, where the limited circumstances so permit, a part of this temporary Permanent Senior Global Note for direct enforcement rights, all as described below. The records of the relevant Clearing Systems (which expression in this temporary Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Senior Definitive Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this temporary Global Note and, for these purposes, a statement issued by a relevant Clearing System (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes represented by the temporary Global Note at any time shall be conclusive evidence of the records of the relevant Clearing Systems at that time.,

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this temporary Permanent Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (and attached in the Fifth Schedule hereto which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement dated 3 October 2019 (as amended or and supplemented as at the Issue Datefrom time to time, the “Agency Agreement”) dated 29 April 2016 between the IssuerEni S.p.A., the GuarantorEni Finance International SA, BNP Paribas Securities ServicesThe Bank of New York Mellon, Luxembourg London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Permanent Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Third Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this temporary Permanent Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”. The aggregate nominal amount from time to time of this temporary Permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended, as by or on behalf of the case may be, Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this temporary the Temporary Global Note initially representing the Notes for a corresponding interest recorded herein (in the records case of Notes represented by a Temporary Global Note upon issue), (ii) the issue of the relevant Clearing Systems Notes represented hereby (in a permanent the case of Notes represented by this Permanent Global Note or upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this Permanent Global Note for Definitive Notes or Registered Notes, (iiiiv) the redemption or purchase and cancellation of Notes represented hereby and/or (ivv) the exchange of interests in this temporary Permanent Global Note for direct enforcement rights, all as described below. The records of Subject as provided herein, the relevant Clearing Systems (which expression in this temporary Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this temporary Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing System (which statement shall be made available promises to pay to the bearer of this Permanent Global Note, upon requestpresentation and (when no further payment is due in respect of this Permanent Global Note) stating surrender of this Permanent Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by the temporary this Permanent Global Note at any time shall be conclusive evidence and (unless this Permanent Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing Systems at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this temporary Permanent Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are as specified in the form set out in Schedule 2 Part C Issue Deed relating to the Amended Notes (the “Issue Deed”, and Restated Agency Agreement (as amended or supplemented as at together with the Issue DateMaster Trust Terms specified therein, the “Agency AgreementTrust Deed) dated 29 April 2016 between the Issuer), the Guarantor, BNP Paribas Securities Services, Luxembourg Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto)Note, which in the event of any conflict shall prevail). Other capitalised terms used in this temporary Permanent Global Note shall shall, unless otherwise defined, have the meanings given to them in the Conditions or the Agency Agreement. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”Trust Deed. The aggregate nominal amount from time to time of this temporary Permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended, as by or on behalf of the case may be, Issuing and Paying Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this temporary the Temporary Global Note initially representing the Notes for a corresponding interest recorded herein (in the records case of Notes represented by a Temporary Global Note upon issue), (ii) the issue of the relevant Clearing Systems Notes represented hereby (in a permanent the case of Notes represented by this Permanent Global Note or upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this Permanent Global Note for Definitive Notes, and/or (iiiiv) the redemption or purchase and cancellation of Notes represented hereby and/or (iv) the exchange of interests in this temporary Global Note for direct enforcement rightshereby, all as described below. The records of Subject as provided herein, the relevant Clearing Systems (which expression in this temporary Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this temporary Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing System (which statement shall be made available hereby promises to pay to the bearer of this Permanent Global Note, upon requestpresentation and (when no further payment is due in respect of this Permanent Global Note) stating surrender of this Permanent Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by the temporary this Permanent Global Note at any time shall be conclusive evidence and (unless this Permanent Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing Systems at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Master Trust Terms

Interpretation and Definitions. References in this temporary Permanent Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (and attached in the Fifth Schedule hereto which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement dated 2 October 2020 (as amended or and supplemented as at the Issue Datefrom time to time, the “Agency Agreement”) dated 29 April 2016 between the IssuerEni S.p.A., the GuarantorEni Finance International SA, BNP Paribas Securities ServicesThe Bank of New York Mellon, Luxembourg London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Permanent Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Third Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this temporary Permanent Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”. The aggregate nominal amount from time to time of this temporary Permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended, as by or on behalf of the case may be, Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this temporary the Temporary Global Note initially representing the Notes for a corresponding interest recorded herein (in the records case of Notes represented by a Temporary Global Note upon issue), (ii) the issue of the relevant Clearing Systems Notes represented hereby (in a permanent the case of Notes represented by this Permanent Global Note or upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this Permanent Global Note for Definitive Notes or Registered Notes, (iiiiv) the redemption or purchase and cancellation of Notes represented hereby and/or (ivv) the exchange of interests in this temporary Permanent Global Note for direct enforcement rights, all as described below. The records of Subject as provided herein, the relevant Clearing Systems (which expression in this temporary Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this temporary Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing System (which statement shall be made available promises to pay to the bearer of this Permanent Global Note, upon requestpresentation and (when no further payment is due in respect of this Permanent Global Note) stating surrender of this Permanent Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by the temporary this Permanent Global Note at any time shall be conclusive evidence and (unless this Permanent Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing Systems at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this temporary permanent Global Note Bond to the “Conditions” are to the Terms and Conditions applicable to the Notes Bonds (which are in the form set out in Part C of Schedule 2 Part C to the Amended and Restated Agency Agreement Trust Deed (as amended or supplemented as at the Issue Date, the “Agency AgreementTrust Deed”) dated 29 April 2016 [SIGNING DATE] between the Issuer, the GuarantorGuarantor and Citibank, BNP Paribas Securities ServicesN.A., Luxembourg London Branch as fiscal agent and the other agents named in itbond trustee, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary permanent Global Note Bond (including the supplemental definitions and any modifications or additions set out in Part A of the Third Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this temporary permanent Global Note Bond shall have the meanings given to them in the Conditions or the Agency Agreement. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”Trust Deed. The aggregate nominal amount from time to time of this temporary permanent Global Note Bond shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered Bonds as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg the First Schedule (together the “relevant Clearing Systems”)Nominal amount of Bonds represented by this temporary Global Bond) hereto, which shall be completed and/or amended, as by or on behalf of the case may be, upon Issuing and Paying Agent upon: (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this the temporary Global Note Bond initially representing the Bonds for a corresponding interest recorded herein (in the records case of Bonds represented by a temporary Global Bond upon issue); (ii) the issue of the relevant Clearing Systems Bonds represented hereby (in a the case of Bonds represented by this permanent Global Note or Bond upon issue); (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Bond for Definitive Notes, Bonds; and/or (iiiiv) the redemption or purchase and cancellation of Notes Bonds represented hereby and/or (iv) the exchange of interests in this temporary Global Note for direct enforcement rightshereby, all as described below. The records Subject as provided herein, the Issuer, for value received, hereby promises to pay to the bearer of this permanent Global Bond, upon presentation and (when no further payment is due in respect of this permanent Global Bond) surrender of this permanent Global Bond, on the Maturity Date (as defined in the Conditions) (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the relevant Clearing Systems (which expression in this temporary Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the aggregate nominal amount of the Notes Bonds represented by this temporary permanent Global Note andBond and (unless this permanent Global Bond does not bear interest) to pay interest in respect of the Bonds from the Interest Commencement Date (as defined in the Conditions) in arrear at the rates, on the dates for these purposespayment, a statement issued by a relevant Clearing System (which statement shall be and in accordance with the method of calculation provided for in the Conditions, save that the calculation is made available to in respect of the bearer upon request) stating the nominal total aggregate amount of Notes represented by the temporary Global Note at any time shall Bonds together with such other sums and additional amounts (if any) as may be conclusive evidence of payable under the records of Conditions, in accordance with the relevant Clearing Systems at that timeConditions.

Appears in 1 contract

Samples: Trust Deed

Interpretation and Definitions. References in this temporary Temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (attached in the Fifth Schedule hereto which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended or and supplemented as at the Issue Datefrom time to time, the “Agency Agreement”) dated 29 April 2016 5 October 2023 between the IssuerEni S.p.A., the GuarantorThe Bank of New York Mellon, BNP Paribas Securities Services, Luxembourg London Branch as fiscal agent and the other agents named in itit and attached hereto, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Second Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this temporary Temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C RulesTEFRA C” or “not applicable”, this temporary Temporary Global Note is a “TEFRA C Rules Note”, otherwise this temporary Temporary Global Note is a “TEFRA D Rules Note”. The aggregate nominal amount from time to time of this temporary Temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended, as by or on behalf of the case may be, Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this temporary Temporary Global Note for a corresponding interest recorded in the records of the relevant Clearing Systems in a permanent Permanent Global Note or or, as the case may be, for Definitive Notes or Registered Notes, (iii) the redemption or purchase and cancellation of Notes represented hereby hereby, and/or (iv) the exchange of interests in this temporary Temporary Global Note for direct enforcement rights, all as described below. The records of Subject as provided herein, the relevant Clearing Systems (which expression in this temporary Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this temporary Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing System (which statement shall be made available promises to pay to the bearer of this Temporary Global Note, upon requestpresentation and (when no further payment is due in respect of this Temporary Global Note) stating surrender of this Temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by the temporary this Temporary Global Note at any time shall be conclusive evidence and (unless this Temporary Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing Systems at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this temporary Temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended or supplemented as at the Issue Datefrom time to time, the “Agency Agreement”) dated 29 April 2016 2 October 2020 between the IssuerEni S.p.A., the GuarantorEni Finance International SA, BNP Paribas Securities ServicesThe Bank of New York Mellon, Luxembourg London Branch as fiscal agent and the other agents named in itit and attached hereto, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this temporary Temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If Part A of the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C RulesTEFRA C” or “not applicable”, this temporary Temporary Global Note is a “TEFRA C Rules Note”, otherwise this temporary Temporary Global Note is a “TEFRA D Rules Note”. The aggregate nominal amount from time to time of this temporary Temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered in the records of both Euroclear and Clearstream, Luxembourg (together the “relevant Clearing Systems”), which shall be completed and/or amended, as the case may be, upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this temporary Temporary Global Note for a corresponding interest recorded in the records of the relevant Clearing Systems in a permanent Permanent Global Note or or, as the case may be, for Definitive Notes or Registered Notes, (iii) the redemption or purchase and cancellation of Notes represented hereby and/or (iv) the exchange of interests in this temporary Temporary Global Note for direct enforcement rights, all as described below. The records of the relevant Clearing Systems (which expression in this temporary Temporary Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this temporary Temporary Global Note and, for these purposes, a statement issued by a relevant Clearing System (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes represented by the temporary Temporary Global Note at any time shall be conclusive evidence of the records of the relevant Clearing Systems at that time. Subject as provided herein, the Issuer, for value received, promises to pay to the bearer of this Temporary Global Note, upon presentation and (when no further payment is due in respect of this Temporary Global Note) surrender of this Temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this Temporary Global Note and (unless this Temporary Global Note does not bear interest) to pay interest in respect of the Notes from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this temporary Global Note to the "Conditions" are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C ‎‎Schedule 4 (Terms and Conditions of the Notes) to the Amended and Restated Agency Agreement Trust Deed (as amended or supplemented as at the Issue Date, the “Agency Agreement”"Trust Deed") dated 29 27 April 2016 2011 between the Issuer, the Guarantor, BNP Paribas Securities Services, Luxembourg Branch and HSBC Corporate Trustee Company (UK) Limited as fiscal agent and the other agents named in ittrustee, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this temporary Global Note shall have the meanings given to them in the Conditions or the Agency AgreementTrust Deed. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either "C Rules" or "not applicable", this temporary Global Note is a "C Rules Note", otherwise this temporary Global Note is a "D Rules Note". The aggregate nominal amount from time to time of this temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered in the records of both Euroclear and Clearstream, Luxembourg (together the "relevant Clearing Systems"), which shall be completed and/or amended, as the case may be, upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this temporary Global Note for a corresponding interest recorded in the records of the relevant Clearing Systems in a permanent Global Note or for Definitive Notes, (iii) the redemption or purchase and cancellation of Notes represented hereby and/or (iv) in the exchange case of interests Partly Paid Notes, the forfeiture of Notes represented hereby in this temporary Global Note for direct enforcement rightsaccordance with the Conditions relating to such Partly Paid Notes, all as described below. The records of the relevant Clearing Systems (which expression in this temporary Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers' interests in the Notes, but excluding any interest in any Notes of one Clearing System sharing the records of another Clearing System) shall be conclusive evidence of the nominal amount of the Notes represented by this temporary Global Note and, for these purposes, a statement issued by a relevant Clearing System (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes represented by the temporary Global Note at any time shall be conclusive evidence of the records of the relevant Clearing Systems at that time.

Appears in 1 contract

Samples: Trust Deed (PPL Corp)

Interpretation and Definitions. References in this temporary Permanent Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (and attached in the Fifth Schedule hereto which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement dated 12 October 2021 (as amended or and supplemented as at the Issue Datefrom time to time, the “Agency Agreement”) dated 29 April 2016 between the IssuerEni S.p.A., the GuarantorEni Finance International SA, BNP Paribas Securities ServicesThe Bank of New York Mellon, Luxembourg London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Permanent Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Third Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this temporary Permanent Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”. The aggregate nominal amount from time to time of this temporary Permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended, as by or on behalf of the case may be, Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this temporary the Temporary Global Note initially representing the Notes for a corresponding interest recorded herein (in the records case of Notes represented by a Temporary Global Note upon issue), (ii) the issue of the relevant Clearing Systems Notes represented hereby (in a permanent the case of Notes represented by this Permanent Global Note or upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this Permanent Global Note for Definitive Notes or Registered Notes, (iiiiv) the redemption or purchase and cancellation of Notes represented hereby and/or (ivv) the exchange of interests in this temporary Permanent Global Note for direct enforcement rights, all as described below. The records of Subject as provided herein, the relevant Clearing Systems (which expression in this temporary Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this temporary Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing System (which statement shall be made available promises to pay to the bearer of this Permanent Global Note, upon requestpresentation and (when no further payment is due in respect of this Permanent Global Note) stating surrender of this Permanent Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by the temporary this Permanent Global Note at any time shall be conclusive evidence and (unless this Permanent Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing Systems at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

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