Issue and Delivery of Notes. Unless otherwise agreed among the parties, on each occasion on which the Issuer and any Dealer(s) agree on the terms of the issue by the Issuer and purchase by such Dealer(s) of one or more Notes:
(a) the Issuer shall cause the Notes that: (i) in the case of Bearer Notes, shall be initially represented by a Temporary Bearer Global Note or a Permanent Bearer Global Note, and (ii) in the case of Registered Notes, shall be initially represented by a Regulation S Global Note, a Rule 144A Global Note and/or IAI Registered Notes, as indicated in the applicable Pricing Supplement, to be issued and delivered on the agreed Issue Date:
(A) in the case of a Temporary Bearer Global Note or a Permanent Bearer Global Note, to: (1) if the Notes are CGNs, a common depositary, or (2) if the Notes are NGNs, a common safekeeper, in each case for Euroclear and Clearstream, Luxembourg;
(B) in the case of a Regulation S Global Note or a Rule 144A Global Note, to: (1) if registered in the name of DTC (or a nominee thereof), a custodian for DTC, or (2) if registered in the name of a nominee for: (x) (in the case of Notes that are not held under the NSS) a common depositary or (y) (in the case of Notes held under the NSS), a common safekeeper, in each case, for Euroclear and Clearstream, Luxembourg; and
(C) in the case of IAI Registered Notes, to or to the order of the prospective holders thereof or, if agreed in respect of any IAI Registered Notes in the applicable Pricing Supplement, in the manner, mutatis mutandis, as set out in sub-clause (B) above;
(b) in the case of (A) or (B) in sub-clause (a) above, the securities account of the relevant Lead Manager (in the case of Notes issued on a syndicated basis) or the Fiscal Agent (in the case of Notes issued on a non-syndicated basis) with Euroclear and/or Clearstream, Luxembourg and/or DTC (as specified by the relevant Lead Manager or the Fiscal Agent, as applicable) will be credited with the Notes on the agreed Issue Date, as described in the Procedures Memorandum; and
(c) the relevant Dealer(s) or, as the case may be, the Lead Manager shall, subject to the Notes being so credited, cause the net purchase moneys for the Notes to be paid in the relevant currency by transfer of funds to the designated account of:
(i) in the case of Bearer Notes, the Fiscal Agent or (in the case of syndicated issues) the designated account of the Issuer; or
(ii) in the case of Registered Notes, the Closing Bank, in each case, so that the payment is c...
Issue and Delivery of Notes. The Company has, by a purchase agreement dated November 15, 2018 among the Company and X.X. Xxxxxx Securities plc, SMBC Nikko Capital Markets Limited, Xxxxxx Xxxxxxx MUFG Securities Co., Ltd., Barclays Bank PLC, BNP Paribas and HSBC Bank plc as representatives (the “Representatives”) of the initial purchasers named therein (the “Initial Purchasers”), agreed to issue • €1,250,000,000 aggregate principal amount of 0.375% Senior Notes due 2020, • €1,000,000,000 aggregate principal amount of the Senior Floating Rate Notes due 2020, • €1,500,000,000 aggregate principal amount of 1.125% Senior Notes due 2022, • €750,000,000 aggregate principal amount of the Senior Floating Rate Notes due 2022, • €1,500,000,000 aggregate principal amount of 2.250% Senior Notes due 2026, and • €1,500,000,000 aggregate principal amount of 3.000% Senior Notes due 2030. The aggregate principal amount of the Rule 144A Global Notes and the Regulation S Global Notes issued on the Closing Date shall be €7,500,000,000. The principal amount of any Rule 144A Global Note and any Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Fiscal Agent, as provided in Section 2.6. The Global Notes will be dated November 21, 2018.
Issue and Delivery of Notes
