Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Global Note giving notice to the Fiscal Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions substantially in the form of the notice available from any Paying Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. In the event that this permanent Global Note (or any part hereof) has become due and repayable and payment in full of the amount due has not been made to the bearer or has become exchangeable and exchange in full has not been effected, in each case in accordance with the foregoing, then, unless within the period of 30 (thirty) days commencing on the relevant due date payment in full of the amount due in respect of this Global Note is received by the bearer or this permanent Global Note is duly exchanged in full for Definitive Notes, in each case in accordance with the foregoing, at or before 5.00 p.m. (Amsterdam time) on such thirtieth day (the “Relevant Time”) this permanent Global Note (including the obligation hereunder to issue Definitive Notes) will become void and the bearer will have no further rights under this permanent Global Note but each Relevant Account Holder shall automatically acquire, without the need for any further action on behalf of any person, against the Issuer all those rights (“Direct Rights”) which such Relevant Account Holder would have had if at the Relevant Time it held and owned duly executed and authenticated Definitive Notes and (if applicable) Coupons and/or Talons in respect of each underlying Note represented by such permanent Global Note which such Relevant Account Holder has credited to its securities account with the Relevant Clearing System at the Relevant Time. The Issuer’s obligation pursuant to this paragraph shall be a separate and independent obligation by reference to each relevant underlying Note and the Issuer agrees that a Relevant Account Holder may assign its rights hereunder in whole or in part.
Appears in 4 contracts
Sources: Agency Agreement, Agency Agreement, Agency Agreement
Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Global Note giving notice to the Fiscal Paying Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions substantially in the form of the notice available from any Paying Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. In If principal in respect of any Notes is not paid when due (but subject as provided below), the event that holder of this permanent Global Note may from time to time elect that Direct Rights under the provisions of (or any part hereofand as defined in) has become due the Amended and repayable Restated Deed of Covenant (as supplemented and/or amended as at the Issue Date, the “Deed of Covenant”) executed by the Issuer and payment in full the Guarantor as of 29 April 2016 (a copy of which is available for inspection at the specified office of the amount due has not been made Fiscal Agent and which each of the Issuer and the Guarantor acknowledges to apply to the bearer or has become exchangeable and exchange in full has not been effected, in each case in accordance with the foregoing, then, unless within the period of 30 (thirtyNotes represented by this permanent Global Note) days commencing on the relevant due date payment in full of the amount due shall come into effect in respect of this Global Note is received a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the bearer or Fiscal Agent and presentation of this permanent Global Note is duly exchanged in full to or to the order of the Fiscal Agent for Definitive Notes, in each case in accordance with reduction of the foregoing, at or before 5.00 p.m. (Amsterdam time) on such thirtieth day (the “Relevant Time”) nominal amount of Notes represented by this permanent Global Note (including by such amount as may be stated in such notice by endorsement in Part I of the obligation hereunder to issue Definitive Notes) will become void First Schedule hereto and a corresponding endorsement in Part II of the bearer will First Schedule hereto of such nominal amount of Notes formerly represented hereby as the nominal amount of Notes in respect of which Direct Rights have no further rights arisen under the Deed of Covenant. Upon each such notice being given, this permanent Global Note but each Relevant Account Holder shall automatically acquirebecome void to the extent of the nominal amount stated in such notice, without save to the need extent that the appropriate Direct Rights shall fail to take effect, for any further action whatever reason. No such election may however be made on behalf of any person, against or before an Exchange Date unless the Issuer all those rights (“Direct Rights”) which holder elects in such Relevant Account Holder would have had if at notice that the Relevant Time it held and owned duly executed and authenticated Definitive exchange for such Notes and (if applicable) Coupons and/or Talons in respect of each underlying Note represented by such permanent Global Note which such Relevant Account Holder has credited to its securities account with the Relevant Clearing System at the Relevant Time. The Issuer’s obligation pursuant to this paragraph shall be a separate and independent obligation by reference to each relevant underlying Note and the Issuer agrees that a Relevant Account Holder may assign its rights hereunder in whole or in partno longer take place.
Appears in 2 contracts
Sources: Agency Agreement (Tele2 Ab), Agency Agreement (Tele2 Ab)
Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Permanent Global Note giving notice to the Fiscal Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions substantially in the form of the notice available from any Paying Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Permanent Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. In the event that this permanent Global Note (or any part hereof) has become due and repayable and payment in full of the amount due has not been made to the bearer or has become exchangeable and exchange in full has not been effected, in each case in accordance with the foregoing, then, unless within the period of 30 (thirty) days commencing on the relevant due date payment in full of the amount due If principal in respect of any Notes is not paid when due (but subject as provided below), the holder of this Permanent Global Note is received by may from time to time elect that Direct Rights under the bearer or this permanent Global Note is duly exchanged in full for Definitive Notesprovisions of (and as defined in) the Amended and Restated Deed of Covenant (as supplemented and/or amended and restated as at the Issue Date, in each case in accordance with the foregoing, at or before 5.00 p.m. (Amsterdam time) on such thirtieth day (the “Relevant TimeDeed of Covenant”) this permanent Global Note (including executed by, inter alios, the obligation hereunder to issue Definitive Notes) will become void Issuer and the bearer will have no further rights under this permanent Global Note but Guarantor as of 3 August 2022 (a copy of which is available for inspection at the Specified Office of the Fiscal Agent and which each Relevant Account Holder shall automatically acquire, without the need for any further action on behalf of any person, against the Issuer all those rights (“Direct Rights”and the Guarantor acknowledges to apply to the Notes represented by this Permanent Global Note) which such Relevant Account Holder would have had if at the Relevant Time it held and owned duly executed and authenticated Definitive Notes and (if applicable) Coupons and/or Talons shall come into effect in respect of each underlying a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this Permanent Global Note to or to the order of the Fiscal Agent for reduction of the nominal amount of Notes represented by such permanent this Permanent Global Note by such amount as may be stated in such notice by endorsement in Part I of the First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of Notes formerly represented hereby as the nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such Relevant Account Holder has credited notice being given, this Permanent Global Note shall become void to its securities account with the Relevant Clearing System at extent of the Relevant Timenominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. The Issuer’s obligation pursuant to this paragraph No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such Notes shall be a separate and independent obligation by reference to each relevant underlying Note and the Issuer agrees that a Relevant Account Holder may assign its rights hereunder in whole or in partno longer take place.
Appears in 2 contracts
Sources: Agency Agreement, Agency Agreement
Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Global Note giving notice to the Fiscal Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions substantially in the form of the notice available from any Paying Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. In If principal in respect of any Notes is not paid when due (but subject as provided below), the event that holder of this permanent Global Note may from time to time elect that Direct Rights under the provisions of (or any part hereofand as defined in) has become due and repayable and payment in full the Deed of Covenant executed by the Issuer as of 10 April 2024, as supplemented and/or amended from time to time (as supplemented and/or amended as at the Issue Date, the “Deed of Covenant”) (a copy of which is available for inspection at the specified office of the amount due has not been made Fiscal Agent and which the Issuer acknowledges to apply to the bearer or has become exchangeable and exchange in full has not been effected, in each case in accordance with the foregoing, then, unless within the period of 30 (thirtyNotes represented by this permanent Global Note) days commencing on the relevant due date payment in full of the amount due shall come into effect in respect of a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this permanent Global Note is received to or to the order of the Fiscal Agent for reduction of the nominal amount of Notes represented by this permanent Global Note by such amount as may be stated in such notice by endorsement in Part I of the bearer First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of Notes formerly represented hereby as the nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such notice being given, this permanent Global Note shall become void to the extent of the nominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such Notes shall no longer take place. Notices required to be given in respect of the Notes represented by this permanent Global Note may be given by their being delivered (so long as this permanent Global Note is duly exchanged held on behalf of Euroclear, Clearstream, Luxembourg or any other clearing system) to Euroclear, Clearstream, Luxembourg or such other clearing system, as the case may be, or otherwise to the holder of this permanent Global Note, rather than by publication as required by the Conditions, except that so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of that exchange so require, notices shall also be published either on the website of the Luxembourg Stock Exchange (▇▇▇.▇▇▇▇▇.▇▇▇) or in full for Definitive Notesa leading newspaper having general circulation in Luxembourg (which is expected to be the Luxemburger Wort). This permanent Global Note is a bearer document and negotiable and accordingly: 1 is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions 2 the holder of this permanent Global Note is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemption, interest or otherwise payable in each case respect of this permanent Global Note and the Issuer has waived against such holder and any previous holder of this permanent Global Note all rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global Note and 3 payment upon due presentation of this permanent Global Note as provided herein shall operate as a good discharge against such holder and all previous holders of this permanent Global Note. No provisions of this permanent Global Note shall alter or impair the obligation of the Issuer to pay the principal and premium of and interest on the Notes when due in accordance with the foregoingConditions. This permanent Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent. This permanent Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law. Dated as of the Issue Date. By: By: This permanent Global Note is authenticated by or on behalf of the Fiscal Agent. as Fiscal Agent By: ………………………………………… Name: Title: By: ………………………………………… Name: Title: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, at INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. The following (i) issues of Notes initially represented by this permanent Global Note, (ii) exchanges of interests in a temporary Global Note for interests in this permanent Global Note, (iii) exchanges of the whole or before 5.00 p.m. (Amsterdam time) on such thirtieth day (the “Relevant Time”) a part of this permanent Global Note for Definitive Notes or for Direct Rights under the Deed of Covenant, (including the obligation hereunder to issue Definitive Notesiv) will become void and the bearer will have no further rights under cancellations of interests in this permanent Global Note but each Relevant Account Holder shall automatically acquire, without the need for any further action on behalf and/or (v) payments of any person, against the Issuer all those rights (“Direct Rights”) which such Relevant Account Holder would have had if at the Relevant Time it held and owned duly executed and authenticated Definitive Notes and (if applicable) Coupons and/or Talons amounts payable upon redemption in respect of each underlying Note represented by such this permanent Global Note have been made, resulting in the nominal amount of this permanent Global Note specified in the latest entry in the fourth column: The nominal amount of Notes in respect of which such Relevant Account Holder has credited Direct Rights have arisen under the Deed of Covenant is shown by the latest entry in the third column below: Issue Date Not applicable zero Not applicable The following payments of interest or Interest Amount in respect of this Permanent Global Note have been made: [Insert the provisions of the relevant final terms that relate to its securities account with the Relevant Clearing System at conditions or the Relevant Time. global notes as the third schedule] The following exercises of the option of the Noteholders provided for in the Conditions have been made in respect of the stated nominal amount of this permanent Global Note: This temporary Global Note is issued in respect of the Notes (the “Notes”) of the Tranche and Series specified in Part A of the Schedule hereto of ISS Global A/S (the “Issuer’s obligation pursuant to this paragraph shall be a separate and independent obligation by reference to each relevant underlying Note and the Issuer agrees that a Relevant Account Holder may assign its rights hereunder in whole or in part”).
Appears in 2 contracts
Sources: Agency Agreement, Agency Agreement
Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Global Note giving notice to the Fiscal Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions substantially in the form of the notice available from any Paying Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. In If principal in respect of any Notes is not paid when due (but subject as provided below), the event that holder of this permanent Global Note may from time to time elect that Direct Rights under the provisions of (or any part hereofand as defined in) has become due the Amended and repayable and payment in full Restated Deed of Covenant (as supplemented and/or amended as at the Issue Date, the “Deed of Covenant”) executed by the Issuer as of 7 June 2012 (a copy of which is available for inspection at the specified office of the amount due has not been made Fiscal Agent and which the Issuer acknowledges to apply to the bearer or has become exchangeable and exchange in full has not been effected, in each case in accordance with the foregoing, then, unless within the period of 30 (thirtyNotes represented by this permanent Global Note) days commencing on the relevant due date payment in full of the amount due shall come into effect in respect of a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this permanent Global Note is received to or to the order of the Fiscal Agent for reduction of the nominal amount of Notes represented by this permanent Global Note by such amount as may be stated in such notice by endorsement in Part I of the bearer First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of Notes formerly represented hereby as the nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such notice being given, this permanent Global Note shall become void to the extent of the nominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such Notes shall no longer take place. Notices required to be given in respect of the Notes represented by this permanent Global Note may be given by their being delivered (so long as this permanent Global Note is duly exchanged held on behalf of Euroclear, Clearstream, Luxembourg or any other clearing system) to Euroclear, Clearstream, Luxembourg or such other clearing system, as the case may be, or otherwise to the holder of this permanent Global Note, rather than by publication as required by the Conditions, except that so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of that exchange so require, notices shall also be published either on the website of the Luxembourg Stock Exchange (▇▇▇.▇▇▇▇▇▇.▇▇) or in full for Definitive Notes, a leading newspaper having general circulation in each case Luxembourg (which is expected to be the Luxemburger Wort). This permanent Global Note is a bearer document and negotiable and accordingly: No provisions of this permanent Global Note shall alter or impair the obligation of the Issuer to pay the principal and premium of and interest on the Notes when due in accordance with the foregoing, at or before 5.00 p.m. (Amsterdam time) on such thirtieth day (the “Relevant Time”) this Conditions. This permanent Global Note (including shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the obligation hereunder to issue Definitive Notes) will become void and the bearer will have no further rights under this Fiscal Agent. This permanent Global Note but each Relevant Account Holder and any non-contractual obligations arising out of or in connection with it shall automatically acquire, without be governed by and construed in accordance with English law. Dated as of the need for any further action Issue Date. By: By: This permanent Global Note is authenticated by or on behalf of any person, against the Issuer all those rights (“Direct Rights”) which such Relevant Account Holder would have had if at the Relevant Time it held and owned duly executed and authenticated Definitive Notes and (if applicable) Coupons and/or Talons in respect of each underlying Note represented by such permanent Global Note which such Relevant Account Holder has credited to its securities account with the Relevant Clearing System at the Relevant Time. The Issuer’s obligation pursuant to this paragraph shall be a separate and independent obligation by reference to each relevant underlying Note and the Issuer agrees that a Relevant Account Holder may assign its rights hereunder in whole or in partFiscal Agent.
Appears in 2 contracts
Sources: Agency Agreement, Agency Agreement
Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Permanent Global Note giving notice to the Fiscal Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions substantially in the form of the notice available from any Paying Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Permanent Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. In the event that this permanent Global Note (or any part hereof) has become due and repayable and payment in full of the amount due has not been made to the bearer or has become exchangeable and exchange in full has not been effected, in each case in accordance with the foregoing, then, unless within the period of 30 (thirty) days commencing on the relevant due date payment in full of the amount due If principal in respect of any Notes is not paid when due (but subject as provided below), the holder of this Permanent Global Note is received may from time to time elect that Direct Rights under the provisions of (and as defined in) the amended and restated deed of covenant executed, inter alia, by the bearer or this permanent Global Note is duly exchanged in full for Definitive NotesIssuer and the Guarantors as of 5 August 2021 (as further supplemented and/or amended as at the Issue Date, in each case in accordance with the foregoing, at or before 5.00 p.m. (Amsterdam time) on such thirtieth day (the “Relevant TimeDeed of Covenant”) this permanent Global Note (including copies of which are available for inspection at the obligation hereunder to issue Definitive Notes) will become void specified office of the Fiscal Agent and the bearer will have no further rights under this permanent Global Note but each Relevant Account Holder shall automatically acquire, without the need for any further action on behalf of any person, against which the Issuer all those rights (“Direct Rights”acknowledges to apply to the Notes represented by this Permanent Global Note) which such Relevant Account Holder would have had if at the Relevant Time it held and owned duly executed and authenticated Definitive Notes and (if applicable) Coupons and/or Talons shall come into effect in respect of each underlying a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this Permanent Global Note to or to the order of the Fiscal Agent for reduction of the nominal amount of Notes represented by such permanent this Permanent Global Note by such amount as may be stated in such notice by endorsement in Part I of the First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of Notes formerly represented hereby as the nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such Relevant Account Holder has credited notice being given, this Permanent Global Note shall become void to its securities account with the Relevant Clearing System at extent of the Relevant Timenominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. The Issuer’s obligation pursuant to this paragraph No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such Notes shall be a separate and independent obligation by reference to each relevant underlying Note and the Issuer agrees that a Relevant Account Holder may assign its rights hereunder in whole or in partno longer take place.
Appears in 1 contract
Sources: Agency Agreement
Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Noteholders and the relevant Clearing Systems (or procuring that such notice is given on its behalf) within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. In the case of a partial exercise of an option, the rights of accountholders with a clearing system in respect of the Notes will be governed by the standard procedures of Euroclear and/or Clearstream, Luxembourg and shall be reflected in the records of Euroclear and/or Clearstream, Luxembourg as either a pool factor or a reduction in nominal amount, at their discretion. Following the exercise of any such option, the Issuer shall procure that the nominal amount of the Notes recorded in the records of the relevant Clearing Systems and represented by this permanent Global Note shall be reduced accordingly. Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Global Note giving notice to the Fiscal Issuing and Paying Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions substantially in the form of the notice available from any Paying Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised. Following the exercise of any such option, and stating the Issuer shall procure that the nominal amount of the Notes recorded in respect the records of which the option is exercised relevant Clearing Systems and at the same time presenting represented by this permanent Global Note shall be reduced by the aggregate nominal amount stated in the relevant exercise notice. Notices required to the Fiscal Agent, or to a Paying Agent acting on behalf be given in respect of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. In the event that this permanent Global Note given by their being delivered (or any part hereof) has become due and repayable and payment in full of the amount due has not been made to the bearer or has become exchangeable and exchange in full has not been effected, in each case in accordance with the foregoing, then, unless within the period of 30 (thirty) days commencing on the relevant due date payment in full of the amount due in respect of this Global Note is received by the bearer or so long as this permanent Global Note is duly exchanged in full for Definitive Notesheld on behalf of Euroclear and/or Clearstream, in each Luxembourg and/or an Alternative Clearing System) to Euroclear, Clearstream, Luxembourg and/or such Alternative Clearing System, as the case may be, or otherwise to the holder of this permanent Global Note, rather than by publication as required by the Conditions. This permanent Global Note is a bearer document and negotiable and accordingly: No provisions of this permanent Global Note shall alter or impair the obligation of the Issuer to pay the principal and premium of and interest on the Notes when due in accordance with the foregoing, at or before 5.00 p.m. (Amsterdam time) on such thirtieth day (the “Relevant Time”) this Conditions. This permanent Global Note (including shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the obligation hereunder to issue Definitive Notes) will become void Issuing and Paying Agent and effectuated by the bearer will have no further rights under this entity appointed as Common Safekeeper by the relevant Clearing Systems. This permanent Global Note but each Relevant Account Holder and any non-contractual obligations arising out of or in connection with it shall automatically acquire, without be governed by and construed in accordance with English law. Dated as of the need for any further action Issue Date. By: This permanent Global Note is authenticated by or on behalf of any person, against the Issuer all those rights (“Direct Rights”) which such Relevant Account Holder would have had if at the Relevant Time it held Issuing and owned duly executed and authenticated Definitive Notes and (if applicable) Coupons and/or Talons in respect of each underlying Note represented by such permanent Global Note which such Relevant Account Holder has credited to its securities account with the Relevant Clearing System at the Relevant Time. The Issuer’s obligation pursuant to this paragraph shall be a separate and independent obligation by reference to each relevant underlying Note and the Issuer agrees that a Relevant Account Holder may assign its rights hereunder in whole or in partPaying Agent.
Appears in 1 contract
Sources: Trust Deed
Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer in accordance with applicable law giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial certificate numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Permanent Global Note in accordance with applicable law giving notice to the Fiscal Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions substantially in the form of the notice available from any Paying Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Permanent Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. In the event that this permanent Global Note (or any part hereof) has become due and repayable and payment in full of the amount due has not been made to the bearer or has become exchangeable and exchange in full has not been effected, in each case in accordance with the foregoing, then, unless within the period of 30 (thirty) days commencing on the relevant due date payment in full of the amount due If principal in respect of any Notes is not paid when due (taking into account any applicable grace period), the holder of this Permanent Global Note is received may (but subject as provided below) from time to time elect that Direct Rights under the provisions of (and as defined in) the Amended and Restated Deed of Covenant (as amended and supplemented from time to time, the “Deed of Covenant”) executed by the bearer or this permanent Global Note Issuer on 6 October 2022 (a copy of which is duly exchanged in full available for Definitive Notes, in inspection at the specified offices of each case in accordance with of the foregoing, at or before 5.00 p.m. (Amsterdam time) on such thirtieth day (the “Relevant Time”) this permanent Global Note (including the obligation hereunder to issue Definitive Notes) will become void Principal Paying Agent and the bearer will have no further rights under this permanent Global Note but each Relevant Account Holder shall automatically acquire, without the need for any further action on behalf of any person, against Fiscal Agent and which the Issuer all those rights (“Direct Rights”acknowledges to apply to the Notes represented by this Permanent Global Note) which such Relevant Account Holder would have had if at the Relevant Time it held and owned duly executed and authenticated Definitive Notes and (if applicable) Coupons and/or Talons shall come into effect in respect of each underlying a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this Permanent Global Note to or to the order of the Fiscal Agent for reduction of the nominal amount of Notes represented by such permanent this Permanent Global Note by such amount as may be stated in such notice by endorsement in Part I of the First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of Notes formerly represented hereby as the nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such Relevant Account Holder has credited notice being given, this Permanent Global Note shall become void to its securities account with the Relevant Clearing System at extent of the Relevant Timenominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. The Issuer’s obligation pursuant to this paragraph No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such Notes shall be a separate and independent obligation by reference to each relevant underlying Note and the Issuer agrees that a Relevant Account Holder may assign its rights hereunder in whole or in partno longer take place.
Appears in 1 contract
Sources: Agency Agreement
Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Global Note giving notice to the Fiscal Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions substantially in the form of the notice available from any Paying Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. In If principal in respect of any Notes is not paid when due (but subject as provided below), the event that holder of this permanent Global Note may from time to time elect that Direct Rights under the provisions of (or any part hereofand as defined in) has become due and repayable and payment in full the Deed of Covenant (as supplemented and/or amended as at the Issue Date, the “Deed of Covenant”) executed by the Issuer as of 19 August 2020 (a copy of which is available for inspection at the specified office of the amount due has not been made Fiscal Agent and which the Issuer acknowledges to apply to the bearer or has become exchangeable and exchange in full has not been effected, in each case in accordance with the foregoing, then, unless within the period of 30 (thirtyNotes represented by this permanent Global Note) days commencing on the relevant due date payment in full of the amount due shall come into effect in respect of a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this permanent Global Note is received to or to the order of the Fiscal Agent for reduction of the nominal amount of Notes represented by this permanent Global Note by such amount as may be stated in such notice by endorsement in Part I of the bearer First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of Notes formerly represented hereby as the nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such notice being given, this permanent Global Note shall become void to the extent of the nominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such Notes shall no longer take place. Notices required to be given in respect of the Notes represented by this permanent Global Note may be given by their being delivered (so long as this permanent Global Note is duly exchanged held on behalf of Euroclear, Clearstream or any other clearing system) to Euroclear, Clearstream or such other clearing system, as the case may be, or otherwise to the holder of this permanent Global Note, rather than by publication as required by the Conditions, except that (i) so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of that exchange so require, notices shall also be published either on the website of the Luxembourg Stock Exchange (▇▇▇.▇▇▇▇▇▇.▇▇) or in full for Definitive Notesa leading newspaper having general circulation in Luxembourg (which is expected to be the Luxemburger Wort) and (ii) so long as the Notes are listed and admitted to trading on Euronext Paris, in each case a leading daily financial newspaper of general circulation in France (which is expected to be Les Echos) or in accordance with Articles 221-3 and 221-4 of the Règlement Général of the AMF. This permanent Global Note is a bearer document and negotiable and accordingly: No provisions of this permanent Global Note shall alter or impair the obligation of the Issuer to pay the principal and premium of and interest on the Notes when due in accordance with the foregoing, at or before 5.00 p.m. (Amsterdam time) on such thirtieth day (the “Relevant Time”) this Conditions. This permanent Global Note (including shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the obligation hereunder to issue Definitive Notes) will become void and the bearer will have no further rights under this Fiscal Agent. This permanent Global Note but each Relevant Account Holder and any non-contractual obligations arising out of or in connection with it shall automatically acquirebe governed by and construed in accordance with English law. Dated as of the Issue Date. By: This permanent Global Note is authenticated without recourse, without the need for any further action liability or warranty by or on behalf of any person, against the Issuer all those rights (“Direct Rights”) which such Relevant Account Holder would have had if at the Relevant Time it held and owned duly executed and authenticated Definitive Notes and (if applicable) Coupons and/or Talons in respect of each underlying Note represented by such permanent Global Note which such Relevant Account Holder has credited to its securities account with the Relevant Clearing System at the Relevant Time. The Issuer’s obligation pursuant to this paragraph shall be a separate and independent obligation by reference to each relevant underlying Note and the Issuer agrees that a Relevant Account Holder may assign its rights hereunder in whole or in partFiscal Agent.
Appears in 1 contract
Sources: Agency Agreement
Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer in accordance with applicable law giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial certificate numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Permanent Global Note in accordance with applicable law giving notice to the Fiscal Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions substantially in the form of the notice available from any Paying Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Permanent Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. In the event that this permanent Global Note (or any part hereof) has become due and repayable and payment in full of the amount due has not been made to the bearer or has become exchangeable and exchange in full has not been effected, in each case in accordance with the foregoing, then, unless within the period of 30 (thirty) days commencing on the relevant due date payment in full of the amount due If principal in respect of any Notes is not paid when due (taking into account any applicable grace period), the holder of this Permanent Global Note is received may (but subject as provided below) from time to time elect that Direct Rights under the provisions of (and as defined in) the Amended and Restated Deed of Covenant (as amended and supplemented from time to time, the “Deed of Covenant”) executed by the bearer or this permanent Global Note Issuer on 5 October 2023 (a copy of which is duly exchanged in full available for Definitive Notes, in inspection at the specified offices of each case in accordance with of the foregoing, at or before 5.00 p.m. (Amsterdam time) on such thirtieth day (the “Relevant Time”) this permanent Global Note (including the obligation hereunder to issue Definitive Notes) will become void Principal Paying Agent and the bearer will have no further rights under this permanent Global Note but each Relevant Account Holder shall automatically acquire, without the need for any further action on behalf of any person, against Fiscal Agent and which the Issuer all those rights (“Direct Rights”acknowledges to apply to the Notes represented by this Permanent Global Note) which such Relevant Account Holder would have had if at the Relevant Time it held and owned duly executed and authenticated Definitive Notes and (if applicable) Coupons and/or Talons shall come into effect in respect of each underlying a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this Permanent Global Note to or to the order of the Fiscal Agent for reduction of the nominal amount of Notes represented by such permanent this Permanent Global Note by such amount as may be stated in such notice by endorsement in Part I of the First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of Notes formerly represented hereby as the nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such Relevant Account Holder has credited notice being given, this Permanent Global Note shall become void to its securities account with the Relevant Clearing System at extent of the Relevant Timenominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. The Issuer’s obligation pursuant to this paragraph No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such Notes shall be a separate and independent obligation by reference to each relevant underlying Note and the Issuer agrees that a Relevant Account Holder may assign its rights hereunder in whole or in partno longer take place.
Appears in 1 contract
Sources: Agency Agreement
Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Global Note giving notice to the Fiscal Paying Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions substantially in the form of the notice available from any Paying Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. In If principal in respect of any Notes is not paid when due (but subject as provided below), the event that holder of this permanent Global Note may from time to time elect that Direct Rights under the provisions of (or any part hereofand as defined in) has become due the Amended and repayable Restated Deed of Covenant (as supplemented and/or amended as at the Issue Date, the “Deed of Covenant”) executed by the Issuer and payment in full the Guarantor as of 25 September 2019 (a copy of which is available for inspection at the specified office of the amount due has not been made Fiscal Agent and which each of the Issuer and the Guarantor acknowledges to apply to the bearer or has become exchangeable and exchange in full has not been effected, in each case in accordance with the foregoing, then, unless within the period of 30 (thirtyNotes represented by this permanent Global Note) days commencing on the relevant due date payment in full of the amount due shall come into effect in respect of a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this permanent Global Note is received to or to the order of the Fiscal Agent for reduction of the nominal amount of Notes represented by this permanent Global Note by such amount as may be stated in such notice by endorsement in Part I of the bearer First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of Notes formerly represented hereby as the nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such notice being given, this permanent Global Note shall become void to the extent of the nominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such Notes shall no longer take place. Notices required to be given in respect of the Notes represented by this permanent Global Note may be given by their being delivered (so long as this permanent Global Note is duly exchanged held on behalf of Euroclear, Clearstream, Luxembourg or any other clearing system) to Euroclear, Clearstream, Luxembourg or such other clearing system, as the case may be, or otherwise to the holder of this permanent Global Note, rather than by publication as required by the Conditions, except that so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of that exchange so require, notices shall also be published either on the website of the Luxembourg Stock Exchange (▇▇▇.▇▇▇▇▇▇.▇▇) or in full for Definitive Notes, a leading newspaper having general circulation in each case Luxembourg (which is expected to be the Luxemburger Wort). This permanent Global Note is a bearer document and negotiable and accordingly: No provisions of this permanent Global Note shall alter or impair the obligation of the Issuer and the Guarantor to pay the principal and premium of and interest on the Notes when due in accordance with the foregoingConditions and the Guarantee. This permanent Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent. This permanent Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law. Dated as of the Issue Date. By: Name: This permanent Global Note is authenticated by or on behalf of the Fiscal Agent. as Fiscal Agent By: Name: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, at INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. The following (i) issues of Notes initially represented by this permanent Global Note, (ii) exchanges of interests in a temporary Global Note for interests in this permanent Global Note, (iii) exchanges of the whole or before 5.00 p.m. (Amsterdam time) on such thirtieth day (the “Relevant Time”) a part of this permanent Global Note for Definitive Notes or for Direct Rights under the Deed of Covenant, (including the obligation hereunder to issue Definitive Notesiv) will become void and the bearer will have no further rights under cancellations or forfeitures of interests in this permanent Global Note but each Relevant Account Holder shall automatically acquire, without the need for any further action on behalf and/or (v) payments of any person, against the Issuer all those rights (“Direct Rights”) which such Relevant Account Holder would have had if at the Relevant Time it held and owned duly executed and authenticated Definitive Notes and (if applicable) Coupons and/or Talons amounts payable upon redemption in respect of each underlying Note represented by such this permanent Global Note have been made, resulting in the nominal amount of this permanent Global Note specified in the latest entry in the fourth column: The nominal amount of Notes in respect of which such Relevant Account Holder has credited to its securities account with Direct Rights have arisen under the Relevant Clearing System at Deed of Covenant is shown by the Relevant Time. latest entry in the third column below: Issue Date Not applicable zero Not applicable The following payments of interest or Interest Amount in respect of this permanent Global Note have been made: [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE THIRD SCHEDULE] The following exercises of the option of the Noteholders provided for in the Conditions have been made in respect of the stated nominal amount of this permanent Global Note: This temporary Global Note is issued in respect of the Notes (the “Notes”) of the Tranche and Series specified in Part A of the Schedule hereto of Tele2 AB (publ) (the “Issuer’s obligation pursuant to this paragraph shall be a separate ”) and independent obligation guaranteed by reference to each relevant underlying Note and Tele2 Sverige AB (the Issuer agrees that a Relevant Account Holder may assign its rights hereunder in whole or in part“Guarantor”).
Appears in 1 contract
Sources: Agency Agreement
Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Global Note giving notice to the Fiscal Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions substantially in the form of the notice available from any Paying Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. The holder hereof may from From time to time exercise the right to declare Notes represented by this permanent Global Note may be declared due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. In If principal in respect of any Notes is not paid when due (but subject as provided below), the event that holder of this permanent Global Note may from time to time elect that Direct Rights under the provisions of (or any part hereofand as defined in) has become due and repayable and payment in full the Deed of Covenant (as supplemented and/or amended as at the Issue Date, the “Deed of Covenant”) executed by the Issuer as of 18 May 2015 (a copy of which is available for inspection at the specified office of the amount due has not been made Fiscal Agent and which the Issuer acknowledges to apply to the bearer or has become exchangeable and exchange in full has not been effected, in each case in accordance with the foregoing, then, unless within the period of 30 (thirtyNotes represented by this permanent Global Note) days commencing on the relevant due date payment in full of the amount due shall come into effect in respect of a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this permanent Global Note is received to or to the order of the Fiscal Agent for reduction of the nominal amount of Notes represented by this permanent Global Note by such amount as may be stated in such notice by endorsement in Part I of the bearer First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of Notes formerly represented hereby as the nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such notice being given, this permanent Global Note shall become void to the extent of the nominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such Notes shall no longer take place. Notices required to be given in respect of the Notes represented by this permanent Global Note may be given by their being delivered (so long as this permanent Global Note is duly exchanged held on behalf of Euroclear, Clearstream, Luxembourg or any other clearing system) to Euroclear, Clearstream, Luxembourg or such other clearing system, as the case may be, or otherwise to the holder of this permanent Global Note, rather than by publication as required by the Conditions, [except that so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of that exchange so require, notices shall also be published either on the website of the Luxembourg Stock Exchange (▇▇▇.▇▇▇▇▇▇.▇▇) or in full for Definitive Notesa leading newspaper having general circulation in Luxembourg (which is expected to be the Luxemburger Wort).][except that, so long as the Notes are listed and/or admitted to trading, notices required to be given to the holders pursuant to the Conditions shall also be published (if such publication is required) in each case a manner which complies with the rules and regulations of any stock exchange or other relevant authority on which the Notes are listed/and or admitted to trading.] This permanent Global Note is a bearer document and negotiable and accordingly: No provisions of this permanent Global Note shall alter or impair the obligation of the Issuer and the Guarantor to pay the principal and premium of and interest on the Notes when due in accordance with the foregoingConditions and the Guarantee. This permanent Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent. This permanent Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law. Dated as of the Issue Date. By: This permanent Global Note is authenticated in England by or on behalf of the Fiscal Agent. as Fiscal Agent By: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, at INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. The following (i) issues of Notes initially represented by this permanent Global Note, (ii) exchanges of interests in a temporary Global Note for interests in this permanent Global Note, (iii) exchanges of the whole or before 5.00 p.m. (Amsterdam time) on such thirtieth day (the “Relevant Time”) a part of this permanent Global Note for Definitive Notes or for Direct Rights under the Deed of Covenant, (including the obligation hereunder to issue Definitive Notesiv) will become void and the bearer will have no further rights under cancellations or forfeitures of interests in this permanent Global Note but each Relevant Account Holder shall automatically acquire, without the need for any further action on behalf of any person, against the Issuer all those rights (“Direct Rights”) which such Relevant Account Holder would have had if at the Relevant Time it held and owned duly executed and authenticated Definitive Notes and (if applicable) Coupons and/or Talons in respect of each underlying Note represented by such permanent Global Note which such Relevant Account Holder has credited to its securities account with the Relevant Clearing System at the Relevant Time. The Issuer’s obligation pursuant to this paragraph shall be a separate and independent obligation by reference to each relevant underlying Note and the Issuer agrees that a Relevant Account Holder may assign its rights hereunder in whole or in part.and/or
Appears in 1 contract
Sources: Agency Agreement
Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Permanent Global Note giving notice to the Fiscal Belgian Paying Agent within the time limits relating to the deposit of EFI Notes with a Paying Agent set out in the Conditions substantially in the form of the notice available from any Paying Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of EFI Notes in respect of which the option is exercised and at the same time presenting this permanent Permanent Global Note to the Fiscal Agent, or to a Belgian Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of EFI Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. In the event that this permanent Global Note (or any part hereof) has become due and repayable and payment in full of the amount due has not been made to the bearer or has become exchangeable and exchange in full has not been effected, in each case in accordance with the foregoing, then, unless within the period of 30 (thirty) days commencing on the relevant due date payment in full of the amount due If principal in respect of any EFI Notes is not paid when due (taking into account any applicable grace period), the holder of this Permanent Global Note is received may (but subject as provided below) from time to time elect that Direct Rights under the provisions of (and as defined in) the Amended and Restated Deed of Covenant (as amended and supplemented from time to time, the “Deed of Covenant”) executed by the bearer or this permanent Global Note Issuer on 12 October 2021 (a copy of which is duly exchanged in full available for Definitive Notes, in inspection at the specified offices of each case in accordance with of the foregoing, at or before 5.00 p.m. (Amsterdam time) on such thirtieth day (the “Relevant Time”) this permanent Global Note (including the obligation hereunder to issue Definitive Notes) will become void Principal Paying Agent and the bearer will have no further rights under this permanent Global Note but each Relevant Account Holder shall automatically acquire, without the need for any further action on behalf of any person, against Fiscal Agent and which the Issuer all those rights (“Direct Rights”acknowledges to apply to the EFI Notes represented by this Permanent Global Note) which such Relevant Account Holder would have had if at the Relevant Time it held and owned duly executed and authenticated Definitive Notes and (if applicable) Coupons and/or Talons shall come into effect in respect of each underlying a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this Permanent Global Note to or to the order of the Fiscal Agent for reduction of the nominal amount of EFI Notes represented by such permanent this Permanent Global Note by such amount as may be stated in such notice by endorsement in Part I of the First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of EFI Notes formerly represented hereby as the nominal amount of EFI Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such Relevant Account Holder has credited notice being given, this Permanent Global Note shall become void to its securities account with the Relevant Clearing System at extent of the Relevant Timenominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such EFI Notes shall no longer take place. The Issuer’s obligation rights and remedies pursuant to this paragraph the Deed of Covenant (including without limitation any direct rights), shall be without prejudice to any rights and remedies that any holder of a separate and independent obligation by reference to each relevant underlying Note book-entry interest in the Global Notes may have under any applicable laws, including without limitation any rights against the institution through which investors hold their book-entry interest in the NBB Securities Settlement System and the Issuer agrees that a Relevant Account Holder may assign its pursuant to the Belgian Coordinated Royal Decree No. 62 of November 10, 1967, governing the custody of transferable financial instruments and the settlement of transactions on these instruments. Any rights hereunder in whole or in partand remedies pursuant to the Deed of Covenant shall be cumulative with any rights and remedies available under any applicable laws.
Appears in 1 contract
Sources: Agency Agreement
Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer in accordance with applicable law giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial certificate numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Temporary Global Note in accordance with applicable law giving notice to the Fiscal Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions substantially in the form of the notice available from any Paying Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Temporary Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Temporary Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. In the event that this permanent Global Note (or any part hereof) has become due and repayable and payment in full of the amount due has not been made to the bearer or has become exchangeable and exchange in full has not been effected, in each case in accordance with the foregoing, then, unless within the period of 30 (thirty) days commencing on the relevant due date payment in full of the amount due If principal in respect of any Notes is not paid when due (taking into account any applicable grace period), the holder of this Temporary Global Note is received may (but subject as provided below) from time to time elect that Direct Rights under the provisions of (and as defined in) the Amended and Restated Deed of Covenant (as amended and supplemented, the “Deed of Covenant”) executed by the bearer or this permanent Global Note Issuer on 3 October 2019 (a copy of which is duly exchanged in full available for Definitive Notes, in inspection at the specified offices of each case in accordance with of the foregoing, at or before 5.00 p.m. (Amsterdam time) on such thirtieth day (the “Relevant Time”) this permanent Global Note (including the obligation hereunder to issue Definitive Notes) will become void Principal Paying Agent and the bearer will have no further rights under this permanent Global Note but each Relevant Account Holder shall automatically acquire, without the need for any further action on behalf of any person, against Fiscal Agent and which the Issuer all those rights (“Direct Rights”acknowledges to apply to the Notes represented by this Temporary Global Note) which such Relevant Account Holder would have had if at the Relevant Time it held and owned duly executed and authenticated Definitive Notes and (if applicable) Coupons and/or Talons shall come into effect in respect of each underlying a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this Temporary Global Note to or to the order of the Fiscal Agent for reduction of the nominal amount of Notes represented by such permanent this Temporary Global Note by such amount as may be stated in such notice by endorsement in Part I of the First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of Notes formerly represented hereby as the nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such Relevant Account Holder has credited notice being given, this Temporary Global Note shall become void to its securities account with the Relevant Clearing System at extent of the Relevant Timenominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. The Issuer’s obligation pursuant to this paragraph No such election may however be made on or before the Exchange Date unless the holder elects in such notice that the exchange for such Notes shall be a separate and independent obligation by reference to each relevant underlying Note and the Issuer agrees that a Relevant Account Holder may assign its rights hereunder in whole or in partno longer take place.
Appears in 1 contract
Sources: Agency Agreement
Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Global Note giving notice to the Fiscal Issuing and Paying Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions substantially in the form of the notice available from any Paying Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Global Note to the Fiscal Issuing and Paying Agent, or to a Paying Agent acting on behalf of the Fiscal Issuing and Paying Agent, for notation accordingly in the Fourth Schedule hereto. The holder hereof may from time Notices required to time exercise be given in respect of the right to declare Notes represented by this permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. In the event that this permanent Global Note given by their being delivered (or any part hereof) has become due and repayable and payment in full of the amount due has not been made to the bearer or has become exchangeable and exchange in full has not been effected, in each case in accordance with the foregoing, then, unless within the period of 30 (thirty) days commencing on the relevant due date payment in full of the amount due in respect of this Global Note is received by the bearer or so long as this permanent Global Note is duly exchanged in full for Definitive Notesheld on behalf of Euroclear, in each Clearstream, Luxembourg or any other clearing system) to Euroclear, Clearstream, Luxembourg or such other clearing system, as the case may be, or otherwise to the holder of this permanent Global Note, rather than by publication as required by the Conditions. This permanent Global Note is a bearer document and negotiable and accordingly: No provisions of this permanent Global Note shall alter or impair the obligation of the Issuer to pay the principal and premium of and interest on the Notes when due in accordance with the foregoing, at or before 5.00 p.m. (Amsterdam time) on such thirtieth day (the “Relevant Time”) this Conditions. This permanent Global Note (including shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the obligation hereunder to issue Definitive Notes) will become void Issuing and the bearer will have no further rights under this Paying Agent. This permanent Global Note but each Relevant Account Holder and any non-contractual obligations arising out of or in connection with it shall automatically acquire, without be governed by and construed in accordance with English law. Dated as of the need for any further action Issue Date. By: This permanent Global Note is authenticated by or on behalf of any person, against the Issuer all those rights (“Direct Rights”) which such Relevant Account Holder would have had if at the Relevant Time it held Issuing and owned duly executed and authenticated Definitive Notes and (if applicable) Coupons and/or Talons in respect of each underlying Note represented by such permanent Global Note which such Relevant Account Holder has credited to its securities account with the Relevant Clearing System at the Relevant Time. The Issuer’s obligation pursuant to this paragraph shall be a separate and independent obligation by reference to each relevant underlying Note and the Issuer agrees that a Relevant Account Holder may assign its rights hereunder in whole or in partPaying Agent.
Appears in 1 contract
Sources: Trust Deed
Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Permanent Global Note giving notice to the Fiscal Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions substantially in the form of the notice available from any Paying Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Permanent Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. In the event that this permanent Global Note (or any part hereof) has become due and repayable and payment in full of the amount due has not been made to the bearer or has become exchangeable and exchange in full has not been effected, in each case in accordance with the foregoing, then, unless within the period of 30 (thirty) days commencing on the relevant due date payment in full of the amount due If principal in respect of any Notes is not paid when due (but subject as provided below), the holder of this Permanent Global Note is received by may from time to time elect that Direct Rights under the bearer or this permanent Global Note is duly exchanged in full for Definitive Notesprovisions of (and as defined in) the Amended and Restated Deed of Covenant (as supplemented and/or amended and restated as at the Issue Date, in each case in accordance with the foregoing, at or before 5.00 p.m. (Amsterdam time) on such thirtieth day (the “Relevant TimeDeed of Covenant”) this permanent Global Note (including executed by, inter alios, the obligation hereunder to issue Definitive Notes) will become void Issuer and the bearer will have no further rights under this permanent Global Note but Guarantor as of 4 August 2021 (a copy of which is available for inspection at the Specified Office of the Fiscal Agent and which each Relevant Account Holder shall automatically acquire, without the need for any further action on behalf of any person, against the Issuer all those rights (“Direct Rights”and the Guarantor acknowledges to apply to the Notes represented by this Permanent Global Note) which such Relevant Account Holder would have had if at the Relevant Time it held and owned duly executed and authenticated Definitive Notes and (if applicable) Coupons and/or Talons shall come into effect in respect of each underlying a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this Permanent Global Note to or to the order of the Fiscal Agent for reduction of the nominal amount of Notes represented by such permanent this Permanent Global Note by such amount as may be stated in such notice by endorsement in Part I of the First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of Notes formerly represented hereby as the nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such Relevant Account Holder has credited notice being given, this Permanent Global Note shall become void to its securities account with the Relevant Clearing System at extent of the Relevant Timenominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. The Issuer’s obligation pursuant to this paragraph No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such Notes shall be a separate and independent obligation by reference to each relevant underlying Note and the Issuer agrees that a Relevant Account Holder may assign its rights hereunder in whole or in partno longer take place.
Appears in 1 contract
Sources: Agency Agreement
Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Global Note giving notice to the Fiscal Agent Issuer within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions substantially in the form of the notice available from any Paying Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal principal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal principal amount of Notes (which may be less than the outstanding nominal principal amount hereof) to which such notice relates. In If principal in respect of any Notes is not paid when due (but subject as provided below), the event that holder of this permanent Global Note may from time to time elect that Direct Rights under the provisions of (or any part hereofand as defined in) has become due and repayable and payment in full the Deed of Covenant (as supplemented and/or amended as at the Issue Date, the “Deed of Covenant”) executed by the Issuer as of 22 May 2020 (a copy of which is available for inspection at the specified office of the amount due has not been made Fiscal Agent and which the Issuer acknowledges to apply to the bearer or has become exchangeable and exchange in full has not been effected, in each case in accordance with the foregoing, then, unless within the period of 30 (thirtyNotes represented by this permanent Global Note) days commencing on the relevant due date payment in full of the amount due shall come into effect in respect of a principal amount of Notes up to the aggregate principal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this permanent Global Note is received to or to the order of the Fiscal Agent for reduction of the principal amount of Notes represented by this permanent Global Note by such amount as may be stated in such notice by endorsement in Part I of the bearer First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such principal amount of Notes formerly represented hereby as the principal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such notice being given, this permanent Global Note shall become void to the extent of the principal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such Notes shall no longer take place. Notices required to be given in respect of the Notes represented by this permanent Global Note may be given by their being delivered (so long as this permanent Global Note is duly exchanged held on behalf of Euroclear, Clearstream, Luxembourg or any other clearing system) to Euroclear, Clearstream, Luxembourg or such other clearing system, as the case may be, or otherwise to the holder of this permanent Global Note, rather than by publication as required by the Conditions, except that so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of that exchange so require, notices shall also be published either on the website of the Luxembourg Stock Exchange (▇▇▇.▇▇▇▇▇▇.▇▇) or in full for Definitive Notes, a leading newspaper having general circulation in each case Luxembourg (which is expected to be the Luxemburger Wort). This permanent Global Note is a bearer document and negotiable and accordingly: No provisions of this permanent Global Note shall alter or impair the obligation of the Issuer to pay the principal and premium of and interest on the Notes when due in accordance with the foregoingConditions. This permanent Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent. This permanent Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law. Dated as of the Issue Date. By: This permanent Global Note is authenticated in Luxembourg by or on behalf of the Fiscal Agent. as Fiscal Agent By: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, at INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. The following (i) issues of Notes initially represented by this permanent Global Note, (ii) exchanges of interests in a temporary Global Note for interests in this permanent Global Note, (iii) exchanges of the whole or before 5.00 p.m. (Amsterdam time) on such thirtieth day (the “Relevant Time”) a part of this permanent Global Note for Definitive Notes or for Direct Rights under the Deed of Covenant, (including the obligation hereunder to issue Definitive Notesiv) will become void and the bearer will have no further rights under cancellations or forfeitures of interests in this permanent Global Note but each Relevant Account Holder shall automatically acquire, without the need for any further action on behalf and/or (v) payments of any person, against the Issuer all those rights (“Direct Rights”) which such Relevant Account Holder would have had if at the Relevant Time it held and owned duly executed and authenticated Definitive Notes and (if applicable) Coupons and/or Talons amounts payable upon redemption in respect of each underlying Note represented by such this permanent Global Note have been made, resulting in the principal amount of this permanent Global Note specified in the latest entry in the fourth column: The principal amount of Notes in respect of which such Relevant Account Holder has credited to its securities account with Direct Rights have arisen under the Relevant Clearing System at Deed of Covenant is shown by the Relevant Time. latest entry in the third column below: Issue Date Not applicable zero Not applicable The following payments of interest or Interest Amount in respect of this Permanent Global Note have been made: [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE THIRD SCHEDULE] The following exercises of the option of the Noteholders provided for in the Conditions have been made in respect of the stated principal amount of this permanent Global Note: (incorporated as a limited liability company (sociedad anónima) in the Kingdom of Spain) Euro Medium Term Note Programme This temporary Global Note is issued in respect of the Notes (the “Notes”) of the Tranche and Series specified in Part A of the Schedule hereto of Merlin Properties, SOCIMI, S.A. (the “Issuer’s obligation pursuant to this paragraph shall be a separate and independent obligation by reference to each relevant underlying Note and the Issuer agrees that a Relevant Account Holder may assign its rights hereunder in whole or in part”).
Appears in 1 contract
Sources: Agency Agreement
Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Global Note giving notice to the Fiscal Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions substantially in the form of the notice available from any Paying Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. In If principal in respect of any Notes is not paid when due (but subject as provided below), the event that holder of this permanent Global Note may from time to time elect that Direct Rights under the provisions of (or any part hereofand as defined in) has become due and repayable and payment in full the Deed of Covenant (as supplemented and/or amended as at the Issue Date, the “Deed of Covenant”) executed by the Issuer as of 28 September 2021 (a copy of which is available for inspection at the specified office of the amount due has not been made Fiscal Agent and which each of the Issuer acknowledges to apply to the bearer or has become exchangeable and exchange in full has not been effected, in each case in accordance with the foregoing, then, unless within the period of 30 (thirtyNotes represented by this permanent Global Note) days commencing on the relevant due date payment in full of the amount due shall come into effect in respect of a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this permanent Global Note is received to or to the order of the Fiscal Agent for reduction of the nominal amount of Notes represented by this permanent Global Note by such amount as may be stated in such notice by endorsement in Part I of the bearer First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of Notes formerly represented hereby as the nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such notice being given, this permanent Global Note shall become void to the extent of the nominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such Notes shall no longer take place. Notices required to be given in respect of the Notes represented by this permanent Global Note may be given by their being delivered (so long as this permanent Global Note is duly exchanged in full for Definitive Notesheld on behalf of Euroclear, in each Clearstream, Luxembourg or any other clearing system) to Euroclear, Clearstream, Luxembourg or such other clearing system, as the case may be, or otherwise to the holder of this permanent Global Note, rather than by publication as required by the Conditions, except that so long as the Notes are listed on Euronext Dublin and the rules of that exchange so require, notices shall also be published either on the website of Euronext Dublin (▇▇▇▇▇://▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/)). This permanent Global Note is a bearer document and negotiable and accordingly: No provisions of this permanent Global Note shall alter or impair the obligation of the Issuer to pay the principal and premium of and interest on the Notes when due in accordance with the foregoingConditions. This permanent Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent. This permanent Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law. Dated as of the Issue Date. By: Name: This permanent Global Note is authenticated by or on behalf of the Fiscal Agent. as Fiscal Agent By: Name: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, at INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. The following (i) issues of Notes initially represented by this permanent Global Note, (ii) exchanges of interests in a temporary Global Note for interests in this permanent Global Note, (iii) exchanges of the whole or before 5.00 p.m. (Amsterdam time) on such thirtieth day (the “Relevant Time”) a part of this permanent Global Note for Definitive Notes or for Direct Rights under the Deed of Covenant, (including the obligation hereunder to issue Definitive Notesiv) will become void and the bearer will have no further rights under cancellations or forfeitures of interests in this permanent Global Note but each Relevant Account Holder shall automatically acquire, without the need for any further action on behalf and/or (v) payments of any person, against the Issuer all those rights (“Direct Rights”) which such Relevant Account Holder would have had if at the Relevant Time it held and owned duly executed and authenticated Definitive Notes and (if applicable) Coupons and/or Talons amounts payable upon redemption in respect of each underlying Note represented by such this permanent Global Note have been made, resulting in the nominal amount of this permanent Global Note specified in the latest entry in the fourth column: The nominal amount of Notes in respect of which such Relevant Account Holder has credited to its securities account with Direct Rights have arisen under the Relevant Clearing System at Deed of Covenant is shown by the Relevant Timelatest entry in the third column below: Issue Date Not applicable zero Not applicable The following payments of interest or Interest Amount in respect of this Permanent Global Note have been made: [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE THIRD SCHEDULE] [INSERT THE RELEVANT FURTHER INFORMATION RELATING TO THE ISSUER IN THE FORM SET OUT IN PART 5 OF THE PROCEDURES MEMORANDUM] The following exercises of the option of the Noteholders provided for in the Conditions have been made in respect of the stated nominal amount of this permanent Global Note: (incorporated in the Republic of Italy as a joint stock company) This temporary Global Note is issued in respect of the Notes (the “Notes”) of the Tranche and Series specified in the Schedule hereto of FNM S.p.A. (the “Issuer”). The Issuer’s obligation Notes are to be deemed obbligazioni pursuant to this paragraph shall be a separate and independent obligation by reference to each relevant underlying Note and Article 2410 et seq. of the Issuer agrees that a Relevant Account Holder may assign its rights hereunder in whole or in partItalian Civil Code.
Appears in 1 contract
Sources: Agency Agreement
Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Permanent Global Note giving notice to the Fiscal Belgian Paying Agent within the time limits relating to the deposit of EFI Notes with a Paying Agent set out in the Conditions substantially in the form of the notice available from any Paying Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of EFI Notes in respect of which the option is exercised and at the same time presenting this permanent Permanent Global Note to the Fiscal Agent, or to a Belgian Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of EFI Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. In the event that this permanent Global Note (or any part hereof) has become due and repayable and payment in full of the amount due has not been made to the bearer or has become exchangeable and exchange in full has not been effected, in each case in accordance with the foregoing, then, unless within the period of 30 (thirty) days commencing on the relevant due date payment in full of the amount due If principal in respect of any EFI Notes is not paid when due (taking into account any applicable grace period), the holder of this Permanent Global Note is received may (but subject as provided below) from time to time elect that Direct Rights under the provisions of (and as defined in) the Amended and Restated Deed of Covenant (as amended and supplemented from time to time, the “Deed of Covenant”) executed by the bearer or this permanent Global Note Issuer on 3 October 2019 (a copy of which is duly exchanged in full available for Definitive Notes, in inspection at the specified offices of each case in accordance with of the foregoing, at or before 5.00 p.m. (Amsterdam time) on such thirtieth day (the “Relevant Time”) this permanent Global Note (including the obligation hereunder to issue Definitive Notes) will become void Principal Paying Agent and the bearer will have no further rights under this permanent Global Note but each Relevant Account Holder shall automatically acquire, without the need for any further action on behalf of any person, against Fiscal Agent and which the Issuer all those rights (“Direct Rights”acknowledges to apply to the EFI Notes represented by this Permanent Global Note) which such Relevant Account Holder would have had if at the Relevant Time it held and owned duly executed and authenticated Definitive Notes and (if applicable) Coupons and/or Talons shall come into effect in respect of each underlying a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this Permanent Global Note to or to the order of the Fiscal Agent for reduction of the nominal amount of EFI Notes represented by such permanent this Permanent Global Note by such amount as may be stated in such notice by endorsement in Part I of the First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of EFI Notes formerly represented hereby as the nominal amount of EFI Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such Relevant Account Holder has credited notice being given, this Permanent Global Note shall become void to its securities account with the Relevant Clearing System at extent of the Relevant Timenominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such EFI Notes shall no longer take place. The Issuer’s obligation rights and remedies pursuant to this paragraph the Deed of Covenant (including without limitation any direct rights), shall be without prejudice to any rights and remedies that any holder of a separate and independent obligation by reference to each relevant underlying Note book-entry interest in the Global Notes may have under any applicable laws, including without limitation any rights against the institution through which investors hold their book-entry interest in the NBB Securities Settlement System and the Issuer agrees that a Relevant Account Holder may assign its pursuant to the Belgian Coordinated Royal Decree No. 62 of November 10, 1967, governing the custody of transferable financial instruments and the settlement of transactions on these instruments. Any rights hereunder in whole or in partand remedies pursuant to the Deed of Covenant shall be cumulative with any rights and remedies available under any applicable laws.
Appears in 1 contract
Sources: Agency Agreement
Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Global Note giving notice to the Fiscal Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions substantially in the form of the notice available from any Paying Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. In If principal in respect of any Notes is not paid when due (but subject as provided below), the event that holder of this permanent Global Note may from time to time elect that Direct Rights under the provisions of (or any part hereofand as defined in) has become due and repayable and payment in full the Deed of Covenant (as supplemented and/or amended as at the Issue Date, the “Deed of Covenant”) executed by the Issuer as of 7 November 2022 (a copy of which is available for inspection at the specified office of the amount due has not been made Fiscal Agent and which the Issuer acknowledges to apply to the bearer or has become exchangeable and exchange in full has not been effected, in each case in accordance with the foregoing, then, unless within the period of 30 (thirtyNotes represented by this permanent Global Note) days commencing on the relevant due date payment in full of the amount due shall come into effect in respect of a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this permanent Global Note is received to or to the order of the Fiscal Agent for reduction of the nominal amount of Notes represented by this permanent Global Note by such amount as may be stated in such notice by endorsement in Part I of the bearer First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of Notes formerly represented hereby as the nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such notice being given, this permanent Global Note shall become void to the extent of the nominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such Notes shall no longer take place. Notices required to be given in respect of the Notes represented by this permanent Global Note may be given by their being delivered (so long as this permanent Global Note is duly exchanged held on behalf of Euroclear, Clearstream, Luxembourg or any other clearing system) to Euroclear, Clearstream, Luxembourg or such other clearing system, as the case may be, or otherwise to the holder of this permanent Global Note, rather than by publication as required by the Conditions, except that, so long as the Notes are listed and/or admitted to trading, notices required to be given to the holders pursuant to the Conditions shall also be published (if such publication is required) in full for Definitive Notes, in each case a manner which complies with the rules and regulations of any stock exchange or other relevant authority on which the Notes are listed/and or admitted to trading. This permanent Global Note is a bearer document and negotiable and accordingly: No provisions of this permanent Global Note shall alter or impair the obligation of the Issuer to pay the principal and premium of and interest on the Notes when due in accordance with the foregoingConditions. This permanent Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent. This permanent Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law. Dated as of the Issue Date. By: By: Name: Name: This permanent Global Note is authenticated by or on behalf of the Fiscal Agent. as Fiscal Agent By: Name: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, at INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. The following (i) issues of Notes initially represented by this permanent Global Note, (ii) exchanges of interests in a temporary Global Note for interests in this permanent Global Note, (iii) exchanges of the whole or before 5.00 p.m. (Amsterdam time) on such thirtieth day (the “Relevant Time”) a part of this permanent Global Note for Definitive Notes or for Direct Rights under the Deed of Covenant, (including the obligation hereunder to issue Definitive Notesiv) will become void and the bearer will have no further rights under cancellations or forfeitures of interests in this permanent Global Note but each Relevant Account Holder shall automatically acquire, without the need for any further action on behalf and/or (v) payments of any person, against the Issuer all those rights (“Direct Rights”) which such Relevant Account Holder would have had if at the Relevant Time it held and owned duly executed and authenticated Definitive Notes and (if applicable) Coupons and/or Talons amounts payable upon redemption in respect of each underlying Note represented by such this permanent Global Note have been made, resulting in the nominal amount of this permanent Global Note specified in the latest entry in the fourth column: The nominal amount of Notes in respect of which such Relevant Account Holder has credited to its securities account Direct Rights have arisen under the Deed of Covenant is shown by the latest entry in the third column below: Issue Date Not applicable zero Not applicable The following payments of interest or Interest Amount in respect of this Permanent Global Note have been made: [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE THIRD SCHEDULE] The following exercises of the option of the Noteholders provided for in the Conditions have been made in respect of the stated nominal amount of this permanent Global Note: (Incorporated with limited liability in Norway with company registration number 914 778 271) Euro Medium Term Note Programme This temporary Global Note is issued in respect of the Relevant Clearing System at Notes (the Relevant Time. The “Notes”) of the Tranche and Series specified in Part A of the Schedule hereto of Norsk Hydro ASA (the “Issuer’s obligation pursuant to this paragraph shall be a separate and independent obligation by reference to each relevant underlying Note and the Issuer agrees that a Relevant Account Holder may assign its rights hereunder in whole or in part”).
Appears in 1 contract
Sources: Agency Agreement
Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer in accordance with applicable law giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial certificate numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Permanent Global Note in accordance with applicable law giving notice to the Fiscal Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions substantially in the form of the notice available from any Paying Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Permanent Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. In the event that this permanent Global Note (or any part hereof) has become due and repayable and payment in full of the amount due has not been made to the bearer or has become exchangeable and exchange in full has not been effected, in each case in accordance with the foregoing, then, unless within the period of 30 (thirty) days commencing on the relevant due date payment in full of the amount due If principal in respect of any Notes is not paid when due (taking into account any applicable grace period), the holder of this Permanent Global Note is received may (but subject as provided below) from time to time elect that Direct Rights under the provisions of (and as defined in) the Amended and Restated Deed of Covenant (as amended and supplemented from time to time, the “Deed of Covenant”) executed by the bearer or this permanent Global Note Issuer on 12 October 2021 (a copy of which is duly exchanged in full available for Definitive Notes, in inspection at the specified offices of each case in accordance with of the foregoing, at or before 5.00 p.m. (Amsterdam time) on such thirtieth day (the “Relevant Time”) this permanent Global Note (including the obligation hereunder to issue Definitive Notes) will become void Principal Paying Agent and the bearer will have no further rights under this permanent Global Note but each Relevant Account Holder shall automatically acquire, without the need for any further action on behalf of any person, against Fiscal Agent and which the Issuer all those rights (“Direct Rights”acknowledges to apply to the Notes represented by this Permanent Global Note) which such Relevant Account Holder would have had if at the Relevant Time it held and owned duly executed and authenticated Definitive Notes and (if applicable) Coupons and/or Talons shall come into effect in respect of each underlying a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this Permanent Global Note to or to the order of the Fiscal Agent for reduction of the nominal amount of Notes represented by such permanent this Permanent Global Note by such amount as may be stated in such notice by endorsement in Part I of the First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of Notes formerly represented hereby as the nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such Relevant Account Holder has credited notice being given, this Permanent Global Note shall become void to its securities account with the Relevant Clearing System at extent of the Relevant Timenominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. The Issuer’s obligation pursuant to this paragraph No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such Notes shall be a separate and independent obligation by reference to each relevant underlying Note and the Issuer agrees that a Relevant Account Holder may assign its rights hereunder in whole or in partno longer take place.
Appears in 1 contract
Sources: Agency Agreement
Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer in accordance with applicable law giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial certificate numbers of Senior Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Senior Notes shall be required. Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Temporary Senior Global Note in accordance with applicable law giving notice to the Fiscal Agent within the time limits relating to the deposit of Senior Notes with a Paying Agent set out in the Conditions substantially in the form of the notice available from any Paying Agent, except that the notice shall not be required to contain the certificate numbers of the Senior Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Temporary Senior Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. The holder hereof may from time to time exercise the right to declare Senior Notes represented by this permanent Temporary Senior Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Senior Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. In the event that this permanent Global Note (or any part hereof) has become due and repayable and payment in full of the amount due has not been made to the bearer or has become exchangeable and exchange in full has not been effected, in each case in accordance with the foregoing, then, unless within the period of 30 (thirty) days commencing on the relevant due date payment in full of the amount due If principal in respect of any Senior Notes is not paid when due (taking into account any applicable grace period), the holder of this Temporary Senior Global Note is received may (but subject as provided below) from time to time elect that Direct Rights under the provisions of (and as defined in) the Amended and Restated Deed of Covenant (as amended and supplemented, the “Deed of Covenant”) executed by the bearer or this permanent Global Note Issuer on 2 October 2024 (a copy of which is duly exchanged in full available for Definitive Notes, in inspection at the specified offices of each case in accordance with of the foregoing, at or before 5.00 p.m. (Amsterdam time) on such thirtieth day (the “Relevant Time”) this permanent Global Note (including the obligation hereunder to issue Definitive Notes) will become void Principal Paying Agent and the bearer will have no further rights under this permanent Global Note but each Relevant Account Holder shall automatically acquire, without the need for any further action on behalf of any person, against Fiscal Agent and which the Issuer all those rights (“Direct Rights”acknowledges to apply to the Senior Notes represented by this Temporary Senior Global Note) which such Relevant Account Holder would have had if at the Relevant Time it held and owned duly executed and authenticated Definitive Notes and (if applicable) Coupons and/or Talons shall come into effect in respect of each underlying a nominal amount of Senior Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this Temporary Senior Global Note to or to the order of the Fiscal Agent for reduction of the nominal amount of Senior Notes represented by such permanent this Temporary Senior Global Note by such amount as may be stated in such notice by endorsement in Part I of the First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of Senior Notes formerly represented hereby as the nominal amount of Senior Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such Relevant Account Holder has credited notice being given, this Temporary Senior Global Note shall become void to its securities account with the Relevant Clearing System at extent of the Relevant Timenominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. The Issuer’s obligation pursuant to this paragraph No such election may however be made on or before the Exchange Date unless the holder elects in such notice that the exchange for such Senior Notes shall be a separate and independent obligation by reference to each relevant underlying Note and the Issuer agrees that a Relevant Account Holder may assign its rights hereunder in whole or in partno longer take place.
Appears in 1 contract
Sources: Agency Agreement
Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Global Note giving notice to the Fiscal Issuing and Paying Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions substantially in the form of the notice available from any Paying Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Global Note to the Fiscal Issuing and Paying Agent, or to a Paying Agent acting on behalf of the Fiscal Issuing and Paying Agent, for notation accordingly in the Fourth Schedule hereto. The holder hereof may from time Notices required to time exercise be given in respect of the right to declare Notes represented by this permanent Global Note may be given by their being delivered (so long as this permanent Global Note is held on behalf of Euroclear, Clearstream, Luxembourg or any other clearing system) to Euroclear, Clearstream, Luxembourg or such other clearing system, as the case may be, or otherwise to the holder of this permanent Global Note, rather than by publication as required by the Conditions. This permanent Global Note is a bearer document and negotiable and accordingly: 1 is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions Back to Contents rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global Note and No provisions of this permanent Global Note shall alter or impair the obligation of the Issuer and the Guarantors to pay the principal and premium of and interest on the Notes when due and payable following an Event of Default in accordance with the Conditions and the Guarantee. This permanent Global Note shall not be valid or become obligatory for any purpose until authenticated by stating or on behalf of the Issuing and Paying Agent. This permanent Global Note shall be governed by and construed in accordance with English law. In witness whereof the Issuer has caused this permanent Global Note to be duly signed on its behalf. Dated as of the Issue Date. By: This permanent Global Note is authenticated by or on behalf of the Issuing and Paying Agent. THE BANK OF NEW YORK, LONDON BRANCH as Issuing and Paying Agent By: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. * Delete as appropriate Back to Contents The following (i) issues of Notes initially represented by this permanent Global Note, (ii) exchanges of interests in a notice given to temporary Global Note for interests in this permanent Global Note, (iii) exchanges of the Fiscal Agent whole or a part of this permanent Global Note for Definitive Notes or for Registered Notes, (iv) cancellations or forfeitures of interests in this permanent Global Note and/or (v) payments of amounts payable upon redemption in respect of this permanent Global Note have been made, resulting in the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. In the event that this permanent Global Note (specified in the latest entry in the fourth column: Back to Contents The following payments of interest or any part hereof) has become due and repayable and payment in full of the amount due has not been made to the bearer or has become exchangeable and exchange in full has not been effected, in each case in accordance with the foregoing, then, unless within the period of 30 (thirty) days commencing on the relevant due date payment in full of the amount due Interest Amount in respect of this Permanent Global Note is received by have been made: Back to Contents [Insert the bearer provisions of the relevant Final Terms that relate to the Conditions or the Global Notes as the Third Schedule.] Back to Contents The following exercises of the option of the Noteholders provided for in the Conditions have been made in respect of the stated nominal amount of this permanent Global Note Note: Back to Contents [BSkyB Finance UK plc/British Sky Broadcasting Group plc]* (Incorporated with limited liability in England and Wales) unconditionally and irrevocably guaranteed by [BSkyB Finance UK plc/British Sky Broadcasting Group plc],* British Sky Broadcasting Limited, Sky Subscribers Services Limited, BSkyB Publications Limited and BSkyB Investments Limited (Incorporated with limited liability in England and Wales) Registered Holder: Address of Registered Holder: Nominal amount of Notes represented by this Global Certificate: This Global Certificate is duly exchanged issued in full for Definitive Notes, in each case in accordance with respect of the foregoing, at or before 5.00 p.m. (Amsterdam time) on such thirtieth day nominal amount specified above of the Notes (the “Relevant TimeNotes”) this permanent Global Note of the Tranche and Series specified in Part A of the Schedule hereto of [BSkyB Finance UK plc/and British Sky Broadcasting Group plc]* (including the obligation hereunder to issue Definitive Notes) will become void and the bearer will have no further rights under this permanent Global Note but each Relevant Account Holder shall automatically acquire, without the need for any further action on behalf of any person, against the Issuer all those rights (“Direct RightsIssuer”) which and guaranteed by [BSkyB Finance UK plc/British Sky Broadcasting Group plc]*, British Sky Broadcasting Limited, Sky Subscribers Services Limited, BSkyB Publications Limited and BSkyB Investments Limited (the “Initial Guarantors” and together with any acceding guarantor until and to the extent such Relevant Account person is released from its obligations as a Guarantor, the “Guarantors”). This Global Certificate certifies that the Registered Holder would have had if (as defined above) is registered as the holder of such nominal amount of the Notes at the Relevant Time it held and owned duly executed and authenticated Definitive Notes and (if applicable) Coupons and/or Talons in respect of each underlying Note represented by such permanent Global Note which such Relevant Account Holder has credited to its securities account with the Relevant Clearing System at the Relevant Time. The Issuer’s obligation pursuant to this paragraph shall be a separate and independent obligation by reference to each relevant underlying Note and the Issuer agrees that a Relevant Account Holder may assign its rights hereunder in whole or in partdate hereof.
Appears in 1 contract
Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer in accordance with applicable law giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial certificate numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Temporary Global Note in accordance with applicable law giving notice to the Fiscal Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions substantially in the form of the notice available from any Paying Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Temporary Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Temporary Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. In the event that this permanent Global Note (or any part hereof) has become due and repayable and payment in full of the amount due has not been made to the bearer or has become exchangeable and exchange in full has not been effected, in each case in accordance with the foregoing, then, unless within the period of 30 (thirty) days commencing on the relevant due date payment in full of the amount due If principal in respect of any Notes is not paid when due (taking into account any applicable grace period), the holder of this Temporary Global Note is received may (but subject as provided below) from time to time elect that Direct Rights under the provisions of (and as defined in) the Amended and Restated Deed of Covenant (as amended and supplemented, the “Deed of Covenant”) executed by the bearer or this permanent Global Note Issuer on 12 October 2021 (a copy of which is duly exchanged in full available for Definitive Notes, in inspection at the specified offices of each case in accordance with of the foregoing, at or before 5.00 p.m. (Amsterdam time) on such thirtieth day (the “Relevant Time”) this permanent Global Note (including the obligation hereunder to issue Definitive Notes) will become void Principal Paying Agent and the bearer will have no further rights under this permanent Global Note but each Relevant Account Holder shall automatically acquire, without the need for any further action on behalf of any person, against Fiscal Agent and which the Issuer all those rights (“Direct Rights”acknowledges to apply to the Notes represented by this Temporary Global Note) which such Relevant Account Holder would have had if at the Relevant Time it held and owned duly executed and authenticated Definitive Notes and (if applicable) Coupons and/or Talons shall come into effect in respect of each underlying a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this Temporary Global Note to or to the order of the Fiscal Agent for reduction of the nominal amount of Notes represented by such permanent this Temporary Global Note by such amount as may be stated in such notice by endorsement in Part I of the First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of Notes formerly represented hereby as the nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such Relevant Account Holder has credited notice being given, this Temporary Global Note shall become void to its securities account with the Relevant Clearing System at extent of the Relevant Timenominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. The Issuer’s obligation pursuant to this paragraph No such election may however be made on or before the Exchange Date unless the holder elects in such notice that the exchange for such Notes shall be a separate and independent obligation by reference to each relevant underlying Note and the Issuer agrees that a Relevant Account Holder may assign its rights hereunder in whole or in partno longer take place.
Appears in 1 contract
Sources: Agency Agreement
Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Permanent Global Note giving notice to the Fiscal Belgian Paying Agent within the time limits relating to the deposit of EFI Notes with a Paying Agent set out in the Conditions substantially in the form of the notice available from any Paying Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of EFI Notes in respect of which the option is exercised and at the same time presenting this permanent Permanent Global Note to the Fiscal Agent, or to a Belgian Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of EFI Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. In the event that this permanent Global Note (or any part hereof) has become due and repayable and payment in full of the amount due has not been made to the bearer or has become exchangeable and exchange in full has not been effected, in each case in accordance with the foregoing, then, unless within the period of 30 (thirty) days commencing on the relevant due date payment in full of the amount due If principal in respect of any EFI Notes is not paid when due (taking into account any applicable grace period), the holder of this Permanent Global Note is received may (but subject as provided below) from time to time elect that Direct Rights under the provisions of (and as defined in) the Amended and Restated Deed of Covenant (as amended and supplemented from time to time, the “Deed of Covenant”) executed by the bearer or this permanent Global Note Issuer on 2 October 2020 (a copy of which is duly exchanged in full available for Definitive Notes, in inspection at the specified offices of each case in accordance with of the foregoing, at or before 5.00 p.m. (Amsterdam time) on such thirtieth day (the “Relevant Time”) this permanent Global Note (including the obligation hereunder to issue Definitive Notes) will become void Principal Paying Agent and the bearer will have no further rights under this permanent Global Note but each Relevant Account Holder shall automatically acquire, without the need for any further action on behalf of any person, against Fiscal Agent and which the Issuer all those rights (“Direct Rights”acknowledges to apply to the EFI Notes represented by this Permanent Global Note) which such Relevant Account Holder would have had if at the Relevant Time it held and owned duly executed and authenticated Definitive Notes and (if applicable) Coupons and/or Talons shall come into effect in respect of each underlying a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this Permanent Global Note to or to the order of the Fiscal Agent for reduction of the nominal amount of EFI Notes represented by such permanent this Permanent Global Note by such amount as may be stated in such notice by endorsement in Part I of the First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of EFI Notes formerly represented hereby as the nominal amount of EFI Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such Relevant Account Holder has credited notice being given, this Permanent Global Note shall become void to its securities account with the Relevant Clearing System at extent of the Relevant Timenominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such EFI Notes shall no longer take place. The Issuer’s obligation rights and remedies pursuant to this paragraph the Deed of Covenant (including without limitation any direct rights), shall be without prejudice to any rights and remedies that any holder of a separate and independent obligation by reference to each relevant underlying Note book-entry interest in the Global Notes may have under any applicable laws, including without limitation any rights against the institution through which investors hold their book-entry interest in the NBB Securities Settlement System and the Issuer agrees that a Relevant Account Holder may assign its pursuant to the Belgian Coordinated Royal Decree No. 62 of November 10, 1967, governing the custody of transferable financial instruments and the settlement of transactions on these instruments. Any rights hereunder in whole or in partand remedies pursuant to the Deed of Covenant shall be cumulative with any rights and remedies available under any applicable laws.
Appears in 1 contract
Sources: Agency Agreement
Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Permanent Global Note giving notice to the Fiscal Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions substantially in the form of the notice available from any Paying Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Permanent Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. In the event that this permanent Global Note (or any part hereof) has become due and repayable and payment in full of the amount due has not been made to the bearer or has become exchangeable and exchange in full has not been effected, in each case in accordance with the foregoing, then, unless within the period of 30 (thirty) days commencing on the relevant due date payment in full of the amount due If principal in respect of any Notes is not paid when due (but subject as provided below), the holder of this Permanent Global Note is received may from time to time elect that Direct Rights under the provisions of (and as defined in) the amended and restated deed of covenant executed, inter alia, by the bearer or this permanent Global Note is duly exchanged in full for Definitive NotesIssuer and the Guarantors as of 8 August 2019 (as further supplemented and/or amended as at the Issue Date, in each case in accordance with the foregoing, at or before 5.00 p.m. (Amsterdam time) on such thirtieth day (the “Relevant TimeDeed of Covenant”) this permanent Global Note (including copies of which are available for inspection at the obligation hereunder to issue Definitive Notes) will become void specified office of the Fiscal Agent and the bearer will have no further rights under this permanent Global Note but each Relevant Account Holder shall automatically acquire, without the need for any further action on behalf of any person, against which the Issuer all those rights (“Direct Rights”acknowledges to apply to the Notes represented by this Permanent Global Note) which such Relevant Account Holder would have had if at the Relevant Time it held and owned duly executed and authenticated Definitive Notes and (if applicable) Coupons and/or Talons shall come into effect in respect of each underlying a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this Permanent Global Note to or to the order of the Fiscal Agent for reduction of the nominal amount of Notes represented by such permanent this Permanent Global Note by such amount as may be stated in such notice by endorsement in Part I of the First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of Notes formerly represented hereby as the nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such Relevant Account Holder has credited notice being given, this Permanent Global Note shall become void to its securities account with the Relevant Clearing System at extent of the Relevant Timenominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. The Issuer’s obligation pursuant to this paragraph No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such Notes shall be a separate and independent obligation by reference to each relevant underlying Note and the Issuer agrees that a Relevant Account Holder may assign its rights hereunder in whole or in partno longer take place.
Appears in 1 contract
Sources: Agency Agreement
Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Global Note giving notice to the Fiscal Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions substantially in the form of the notice available from any Paying Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. In the event that this permanent Global Note (or any part hereof) has become due and repayable and payment in full of the amount due has not been made to the bearer or has become exchangeable and exchange in full has not been effected, in each case in accordance with the foregoing, then, unless within the period of 30 (thirty) days commencing on the relevant due date payment in full of the amount due in respect of this Global Note is received by the bearer or this permanent Global Note is duly exchanged in full for Definitive Notes, in each case in accordance with the foregoing, at or before 5.00 p.m. (Amsterdam time) on such thirtieth day (the “"Relevant Time”") this permanent Global Note (including the obligation hereunder to issue Definitive Notes) will become void and the bearer will have no further rights under this permanent Global Note but each Relevant Account Holder shall automatically acquire, without the need for any further action on behalf of any person, against the Issuer all those rights (“"Direct Rights”") which such Relevant Account Holder would have had if at the Relevant Time it held and owned duly executed and authenticated Definitive Notes and (if applicable) Coupons and/or Talons in respect of each underlying Note represented by such permanent Global Note which such Relevant Account Holder has credited to its securities account with the Relevant Clearing System at the Relevant Time. The Issuer’s 's obligation pursuant to this paragraph shall be a separate and independent obligation by reference to each relevant underlying Note and the Issuer agrees that a Relevant Account Holder may assign its rights hereunder in whole or in part.
Appears in 1 contract
Sources: Agency Agreement
Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Permanent Global Note giving notice to the Fiscal Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions substantially in the form of the notice available from any Paying Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Permanent Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. In the event that this permanent Global Note (or any part hereof) has become due and repayable and payment in full of the amount due has not been made to the bearer or has become exchangeable and exchange in full has not been effected, in each case in accordance with the foregoing, then, unless within the period of 30 (thirty) days commencing on the relevant due date payment in full of the amount due If principal in respect of any Notes is not paid when due (but subject as provided below), the holder of this Permanent Global Note is received may from time to time elect that Direct Rights under the provisions of (and as defined in) the amended and restated deed of covenant executed, inter alia, by the bearer or this permanent Global Note is duly exchanged in full for Definitive NotesIssuer and the Guarantors as of 5 August 2020 (as further supplemented and/or amended as at the Issue Date, in each case in accordance with the foregoing, at or before 5.00 p.m. (Amsterdam time) on such thirtieth day (the “Relevant TimeDeed of Covenant”) this permanent Global Note (including copies of which are available for inspection at the obligation hereunder to issue Definitive Notes) will become void specified office of the Fiscal Agent and the bearer will have no further rights under this permanent Global Note but each Relevant Account Holder shall automatically acquire, without the need for any further action on behalf of any person, against which the Issuer all those rights (“Direct Rights”acknowledges to apply to the Notes represented by this Permanent Global Note) which such Relevant Account Holder would have had if at the Relevant Time it held and owned duly executed and authenticated Definitive Notes and (if applicable) Coupons and/or Talons shall come into effect in respect of each underlying a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this Permanent Global Note to or to the order of the Fiscal Agent for reduction of the nominal amount of Notes represented by such permanent this Permanent Global Note by such amount as may be stated in such notice by endorsement in Part I of the First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of Notes formerly represented hereby as the nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such Relevant Account Holder has credited notice being given, this Permanent Global Note shall become void to its securities account with the Relevant Clearing System at extent of the Relevant Timenominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. The Issuer’s obligation pursuant to this paragraph No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such Notes shall be a separate and independent obligation by reference to each relevant underlying Note and the Issuer agrees that a Relevant Account Holder may assign its rights hereunder in whole or in partno longer take place.
Appears in 1 contract
Sources: Agency Agreement
Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer in accordance with applicable law giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial certificate numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Temporary Global Note in accordance with applicable law giving notice to the Fiscal Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions substantially in the form of the notice available from any Paying Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Temporary Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Temporary Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. In the event that this permanent Global Note (or any part hereof) has become due and repayable and payment in full of the amount due has not been made to the bearer or has become exchangeable and exchange in full has not been effected, in each case in accordance with the foregoing, then, unless within the period of 30 (thirty) days commencing on the relevant due date payment in full of the amount due If principal in respect of any Notes is not paid when due (taking into account any applicable grace period), the holder of this Temporary Global Note is received may (but subject as provided below) from time to time elect that Direct Rights under the provisions of (and as defined in) the Amended and Restated Deed of Covenant (as amended and supplemented, the “Deed of Covenant”) executed by the bearer or this permanent Global Note Issuer on 2 October 2020 (a copy of which is duly exchanged in full available for Definitive Notes, in inspection at the specified offices of each case in accordance with of the foregoing, at or before 5.00 p.m. (Amsterdam time) on such thirtieth day (the “Relevant Time”) this permanent Global Note (including the obligation hereunder to issue Definitive Notes) will become void Principal Paying Agent and the bearer will have no further rights under this permanent Global Note but each Relevant Account Holder shall automatically acquire, without the need for any further action on behalf of any person, against Fiscal Agent and which the Issuer all those rights (“Direct Rights”acknowledges to apply to the Notes represented by this Temporary Global Note) which such Relevant Account Holder would have had if at the Relevant Time it held and owned duly executed and authenticated Definitive Notes and (if applicable) Coupons and/or Talons shall come into effect in respect of each underlying a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this Temporary Global Note to or to the order of the Fiscal Agent for reduction of the nominal amount of Notes represented by such permanent this Temporary Global Note by such amount as may be stated in such notice by endorsement in Part I of the First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of Notes formerly represented hereby as the nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such Relevant Account Holder has credited notice being given, this Temporary Global Note shall become void to its securities account with the Relevant Clearing System at extent of the Relevant Timenominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. The Issuer’s obligation pursuant to this paragraph No such election may however be made on or before the Exchange Date unless the holder elects in such notice that the exchange for such Notes shall be a separate and independent obligation by reference to each relevant underlying Note and the Issuer agrees that a Relevant Account Holder may assign its rights hereunder in whole or in partno longer take place.
Appears in 1 contract
Sources: Agency Agreement
Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer in accordance with applicable law giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial certificate numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Permanent Global Note in accordance with applicable law giving notice to the Fiscal Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions substantially in the form of the notice available from any Paying Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Permanent Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. In the event that this permanent Global Note (or any part hereof) has become due and repayable and payment in full of the amount due has not been made to the bearer or has become exchangeable and exchange in full has not been effected, in each case in accordance with the foregoing, then, unless within the period of 30 (thirty) days commencing on the relevant due date payment in full of the amount due If principal in respect of any Notes is not paid when due (taking into account any applicable grace period), the holder of this Permanent Global Note is received may (but subject as provided below) from time to time elect that Direct Rights under the provisions of (and as defined in) the Amended and Restated Deed of Covenant (as amended and supplemented from time to time, the “Deed of Covenant”) executed by the bearer or this permanent Global Note Issuer on 3 October 2019 (a copy of which is duly exchanged in full available for Definitive Notes, in inspection at the specified offices of each case in accordance with of the foregoing, at or before 5.00 p.m. (Amsterdam time) on such thirtieth day (the “Relevant Time”) this permanent Global Note (including the obligation hereunder to issue Definitive Notes) will become void Principal Paying Agent and the bearer will have no further rights under this permanent Global Note but each Relevant Account Holder shall automatically acquire, without the need for any further action on behalf of any person, against Fiscal Agent and which the Issuer all those rights (“Direct Rights”acknowledges to apply to the Notes represented by this Permanent Global Note) which such Relevant Account Holder would have had if at the Relevant Time it held and owned duly executed and authenticated Definitive Notes and (if applicable) Coupons and/or Talons shall come into effect in respect of each underlying a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this Permanent Global Note to or to the order of the Fiscal Agent for reduction of the nominal amount of Notes represented by such permanent this Permanent Global Note by such amount as may be stated in such notice by endorsement in Part I of the First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of Notes formerly represented hereby as the nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such Relevant Account Holder has credited notice being given, this Permanent Global Note shall become void to its securities account with the Relevant Clearing System at extent of the Relevant Timenominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. The Issuer’s obligation pursuant to this paragraph No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such Notes shall be a separate and independent obligation by reference to each relevant underlying Note and the Issuer agrees that a Relevant Account Holder may assign its rights hereunder in whole or in partno longer take place.
Appears in 1 contract
Sources: Agency Agreement
Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Global Note giving notice to the Fiscal Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions substantially Conditions, in accordance with the rules and procedures of Euroclear and Clearstream, Luxembourg and any Alternative Clearing System, as applicable, failing which, in the form of the redemption notice available from any Paying Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, Agent and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. In If principal in respect of any Notes is not paid when due (but subject as provided below), the event that holder of this permanent Global Note may from time to time elect that Direct Rights under the provisions of (or any part hereofand as defined in) has become due the amended and repayable restated Deed of Covenant (as supplemented and/or amended as at the Issue Date, the “Deed of Covenant”) executed by the Issuer and payment in full the Guarantor as of 18 March 2020 (a copy of which is available for inspection at the specified office of the amount due has not been made Fiscal Agent and which each of the Issuer and the Guarantor acknowledges to apply to the bearer or has become exchangeable and exchange in full has not been effected, in each case in accordance with the foregoing, then, unless within the period of 30 (thirtyNotes represented by this permanent Global Note) days commencing on the relevant due date payment in full of the amount due shall come into effect in respect of a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this permanent Global Note is received to or to the order of the Fiscal Agent for reduction of the nominal amount of Notes represented by this permanent Global Note by such amount as may be stated in such notice by endorsement in Part I of the bearer First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of Notes formerly represented hereby as the nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such notice being given, this permanent Global Note shall become void to the extent of the nominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such Notes shall no longer take place. Notices required to be given in respect of the Notes represented by this permanent Global Note may be given by their being delivered (so long as this permanent Global Note is duly exchanged held on behalf of Euroclear, Clearstream, Luxembourg or any other clearing system) to Euroclear, Clearstream, Luxembourg or such other clearing system, as the case may be, or otherwise to the holder of this permanent Global Note, rather than by publication as required by the Conditions, except that, so long as the Notes are listed and/or admitted to trading, notices required to be given to the holders pursuant to the Conditions shall also be published (if such publication is required) in full for Definitive Notes, in each case a manner which complies with the rules and regulations of any stock exchange or other relevant authority on which the Notes are listed and/or admitted to trading. This permanent Global Note is a bearer document and negotiable and accordingly: No provisions of this permanent Global Note shall alter or impair the obligation of the Issuer and the Guarantor to pay the principal and premium of and interest on the Notes when due in accordance with the foregoingConditions and the amended and restated Deed of Guarantee (as supplemented and/or amended as at the Issue Date) executed by the Guarantor as of 18 March 2020. This permanent Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent. This permanent Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law. Dated as of the Issue Date. By: Name: This permanent Global Note is authenticated by or on behalf of the Fiscal Agent. as Fiscal Agent By: Name: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, at INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. The following (i) issues of Notes initially represented by this permanent Global Note, (ii) exchanges of interests in a temporary Global Note for interests in this permanent Global Note, (iii) exchanges of the whole or before 5.00 p.m. (Amsterdam time) on such thirtieth day (the “Relevant Time”) a part of this permanent Global Note for Definitive Notes or for Direct Rights under the Deed of Covenant, (including the obligation hereunder to issue Definitive Notesiv) will become void and the bearer will have no further rights under cancellations or forfeitures of interests in this permanent Global Note but each Relevant Account Holder shall automatically acquire, without the need for any further action on behalf and/or (v) payments of any person, against the Issuer all those rights (“Direct Rights”) which such Relevant Account Holder would have had if at the Relevant Time it held and owned duly executed and authenticated Definitive Notes and (if applicable) Coupons and/or Talons amounts payable upon redemption in respect of each underlying Note represented by such this permanent Global Note have been made, resulting in the nominal amount of this permanent Global Note specified in the latest entry in the fourth column: The nominal amount of Notes in respect of which such Relevant Account Holder has credited Direct Rights have arisen under the Deed of Covenant is shown by the latest entry in the third column below: Issue Date Not applicable zero Not applicable The following payments of interest or Interest Amount in respect of this Permanent Global Note have been made: [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE THIRD SCHEDULE] The following exercises of the option of the Noteholders provided for in the Conditions have been made in respect of the stated nominal amount of this permanent Global Note: This Global Certificate is issued in respect of the Notes (the “Notes”) of the Tranche and Series specified in Part A of the Schedule hereto of QNB Finance Ltd (the “Issuer”) and guaranteed by Qatar National Bank (Q.P.S.C.) (the “Guarantor”). This Global Certificate certifies that the person whose name is entered in the Register (the “Registered Holder”) is registered as the holder of an issue of Notes of the nominal amount, specified currency and specified denomination set out in Part A of the Schedule hereto. References in this Global Certificate to its securities account with the Relevant Clearing System “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 Relevant Time. Issue Date, the “Agency Agreement”) dated 18 March 2020 between the Issuer, the Guarantor, The Issuer’s obligation pursuant to this paragraph shall be a separate and independent obligation by reference to each relevant underlying Note Bank of New York Mellon, acting through its London Branch as fiscal agent and the Issuer agrees that a Relevant Account Holder may assign its rights hereunder other agents named in whole it, as such form is supplemented and/or modified and/or superseded by the provisions of this Global Certificate (including the supplemental definitions and any modifications or additions set out in partPart A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this Global Certificate shall have the meanings given to them in the Conditions or the Agency Agreement.
Appears in 1 contract
Sources: Agency Agreement
Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer in accordance with applicable law giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial certificate numbers of Senior Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Senior Notes shall be required. Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Permanent Senior Global Note in accordance with applicable law giving notice to the Fiscal Agent within the time limits relating to the deposit of Senior Notes with a Paying Agent set out in the Conditions substantially in the form of the notice available from any Paying Agent, except that the notice shall not be required to contain the certificate numbers of the Senior Notes in respect of which the option has been exercised, and stating the nominal amount of Senior Notes in respect of which the option is exercised and at the same time presenting this permanent Permanent Senior Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. The holder hereof may from time to time exercise the right to declare Senior Notes represented by this permanent Permanent Senior Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Senior Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. In the event that this permanent Global Note (or any part hereof) has become due and repayable and payment in full of the amount due has not been made to the bearer or has become exchangeable and exchange in full has not been effected, in each case in accordance with the foregoing, then, unless within the period of 30 (thirty) days commencing on the relevant due date payment in full of the amount due If principal in respect of any Senior Notes is not paid when due (taking into account any applicable grace period), the holder of this Permanent Senior Global Note is received may (but subject as provided below) from time to time elect that Direct Rights under the provisions of (and as defined in) the Amended and Restated Deed of Covenant (as amended and supplemented from time to time, the “Deed of Covenant”) executed by the bearer or this permanent Global Note Issuer on 2 October 2024 (a copy of which is duly exchanged in full available for Definitive Notes, in inspection at the specified offices of each case in accordance with of the foregoing, at or before 5.00 p.m. (Amsterdam time) on such thirtieth day (the “Relevant Time”) this permanent Global Note (including the obligation hereunder to issue Definitive Notes) will become void Principal Paying Agent and the bearer will have no further rights under this permanent Global Note but each Relevant Account Holder shall automatically acquire, without the need for any further action on behalf of any person, against Fiscal Agent and which the Issuer all those rights (“Direct Rights”acknowledges to apply to the Senior Notes represented by this Permanent Senior Global Note) which such Relevant Account Holder would have had if at the Relevant Time it held and owned duly executed and authenticated Definitive Notes and (if applicable) Coupons and/or Talons shall come into effect in respect of each underlying a nominal amount of Senior Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this Permanent Senior Global Note to or to the order of the Fiscal Agent for reduction of the nominal amount of Senior Notes represented by such permanent this Permanent Senior Global Note by such amount as may be stated in such notice by endorsement in Part I of the First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of Senior Notes formerly represented hereby as the nominal amount of Senior Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such Relevant Account Holder has credited notice being given, this Permanent Senior Global Note shall become void to its securities account with the Relevant Clearing System at extent of the Relevant Timenominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. The Issuer’s obligation pursuant to this paragraph No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such Senior Notes shall be a separate and independent obligation by reference to each relevant underlying Note and the Issuer agrees that a Relevant Account Holder may assign its rights hereunder in whole or in partno longer take place.
Appears in 1 contract
Sources: Agency Agreement
Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Global Note giving notice to the Fiscal Agent Issuer within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions substantially in the form of the notice available from any Paying Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal principal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal principal amount of Notes (which may be less than the outstanding nominal principal amount hereof) to which such notice relates. In If principal in respect of any Notes is not paid when due (but subject as provided below), the event that holder of this permanent Global Note may from time to time elect that Direct Rights under the provisions of (or any part hereofand as defined in) has become due and repayable and payment in full the Deed of Covenant (as supplemented and/or amended as at the Issue Date, the “Deed of Covenant”) executed by the Issuer as of 25 March 2021 (a copy of which is available for inspection at the specified office of the amount due has not been made Fiscal Agent and which the Issuer acknowledges to apply to the bearer or has become exchangeable and exchange in full has not been effected, in each case in accordance with the foregoing, then, unless within the period of 30 (thirtyNotes represented by this permanent Global Note) days commencing on the relevant due date payment in full of the amount due shall come into effect in respect of a principal amount of Notes up to the aggregate principal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this permanent Global Note is received to or to the order of the Fiscal Agent for reduction of the principal amount of Notes represented by this permanent Global Note by such amount as may be stated in such notice by endorsement in Part I of the bearer First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such principal amount of Notes formerly represented hereby as the principal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such notice being given, this permanent Global Note shall become void to the extent of the principal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such Notes shall no longer take place. Notices required to be given in respect of the Notes represented by this permanent Global Note may be given by their being delivered (so long as this permanent Global Note is duly exchanged held on behalf of Euroclear, Clearstream, Luxembourg or any other clearing system) to Euroclear, Clearstream, Luxembourg or such other clearing system, as the case may be, or otherwise to the holder of this permanent Global Note, rather than by publication as required by the Conditions, except that so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of that exchange so require, notices shall also be published either on the website of the Luxembourg Stock Exchange (▇▇▇.▇▇▇▇▇▇.▇▇) or in full for Definitive Notes, a leading newspaper having general circulation in each case Luxembourg (which is expected to be the Luxemburger Wort). This permanent Global Note is a bearer document and negotiable and accordingly: No provisions of this permanent Global Note shall alter or impair the obligation of the Issuer to pay the principal and premium of and interest on the Notes when due in accordance with the foregoingConditions. This permanent Global Note shall not be valid or become obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent. This permanent Global Note and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law. Dated as of the Issue Date. By: This permanent Global Note is authenticated in Luxembourg by or on behalf of the Fiscal Agent. as Fiscal Agent By: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, at INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. The following (i) issues of Notes initially represented by this permanent Global Note, (ii) exchanges of interests in a temporary Global Note for interests in this permanent Global Note, (iii) exchanges of the whole or before 5.00 p.m. (Amsterdam time) on such thirtieth day (the “Relevant Time”) a part of this permanent Global Note for Definitive Notes or for Direct Rights under the Deed of Covenant, (including the obligation hereunder to issue Definitive Notesiv) will become void and the bearer will have no further rights under cancellations or forfeitures of interests in this permanent Global Note but each Relevant Account Holder shall automatically acquire, without the need for any further action on behalf and/or (v) payments of any person, against the Issuer all those rights (“Direct Rights”) which such Relevant Account Holder would have had if at the Relevant Time it held and owned duly executed and authenticated Definitive Notes and (if applicable) Coupons and/or Talons amounts payable upon redemption in respect of each underlying Note represented by such this permanent Global Note have been made, resulting in the principal amount of this permanent Global Note specified in the latest entry in the fourth column: The principal amount of Notes in respect of which such Relevant Account Holder has credited to its securities account with Direct Rights have arisen under the Relevant Clearing System at Deed of Covenant is shown by the Relevant Time. latest entry in the third column below: Issue Date Not applicable zero Not applicable The following payments of interest or Interest Amount in respect of this Permanent Global Note have been made: [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE THIRD SCHEDULE] The following exercises of the option of the Noteholders provided for in the Conditions have been made in respect of the stated principal amount of this permanent Global Note: Schedule 1 Part C (incorporated as a limited liability company (sociedad anónima) in the Kingdom of Spain) Euro Medium Term Note Programme This temporary Global Note is issued in respect of the Notes (the “Notes”) of the Tranche and Series specified in Part A of the Schedule hereto of Merlin Properties, SOCIMI, S.A. (the “Issuer’s obligation pursuant to this paragraph shall be a separate and independent obligation by reference to each relevant underlying Note and the Issuer agrees that a Relevant Account Holder may assign its rights hereunder in whole or in part”).
Appears in 1 contract
Sources: Agency Agreement
Issuer’s Options. Any option of If Call Option is specified in the Offering Circular Supplement, the Issuer provided for in the Conditions shall be exercised by the Issuer may, on giving not less than 15 nor more than 30 days' irrevocable notice to the Noteholders within (or such other notice period as may be specified), redeem, or exercise any Issuer's option (as may be described in the time limits set out relevant Offering Circular Supplement) in and containing relation to, all or, if so provided, some of the information required by Notes on any Optional Redemption Date or Option Exercise Date, as the Conditions, except that the notice shall not be required to contain the serial numbers case may be. Any such redemption of Notes drawn shall be at their Optional Redemption Amount together with interest accrued to the date fixed for redemption. Any such redemption or exercise must relate to Notes of a nominal amount at least equal to the minimum nominal amount to be redeemed specified in the Offering Circular Supplement and no greater than the maximum nominal amount to be redeemed specified in the relevant Offering Circular Supplement. All Notes in respect of which any such notice is given shall be redeemed, or the Issuer's option shall be exercised, on the date specified in such notice in accordance with this Condition. In the case of a partial redemption or a partial exercise of an option and accordingly no drawing of Notes shall be required. Any option of Issuer's option, the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Global Note giving notice to the Fiscal Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions substantially in the form of the notice available from any Paying Agent, except that the notice Noteholders shall not be required to also contain the certificate numbers of the Notes to be redeemed or in respect of which the such option has been exercised, which shall have been drawn in such place as the Trustee may approve and stating in such manner as it deems appropriate, subject to compliance with any applicable laws and stock exchange or other relevant authority requirements. So long as the Notes are listed on the Irish Stock Exchange or any other stock exchange and the rules of the relevant stock exchange or other relevant authority so require, the Issuer shall, once in each year in which there has been a partial redemption of the Notes, cause to be published in a leading newspaper of general circulation in Ireland, or as specified by such other stock exchange or other relevant authority, a notice specifying the aggregate nominal amount of Notes in respect outstanding and a list of which the option is exercised and at Notes drawn for redemption but not surrendered. In the same time presenting event of an early redemption of Notes pursuant to this permanent Global Note Condition 7(e), payment of the Optional Redemption Amount may be made subject to the Fiscal Agentoperation of Condition 4(e), or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which therefore may be less than the outstanding nominal principal amount hereof) to which such notice relates. In of, and any accrued interest and other sums due under, the event that this permanent Global Note (or any part hereof) has become due and repayable and payment in full of the amount due has not been made to the bearer or has become exchangeable and exchange in full has not been effected, in each case in accordance with the foregoing, then, unless within the period of 30 (thirty) days commencing on the relevant due date payment in full of the amount due in respect of this Global Note is received by the bearer or this permanent Global Note is duly exchanged in full for Definitive Notes, in each case in accordance with the foregoing, at or before 5.00 p.m. (Amsterdam time) on such thirtieth day (the “Relevant Time”) this permanent Global Note (including the obligation hereunder to issue Definitive Notes) will become void and the bearer will have no further rights under this permanent Global Note but each Relevant Account Holder shall automatically acquire, without the need for any further action on behalf of any person, against the Issuer all those rights (“Direct Rights”) which such Relevant Account Holder would have had if at the Relevant Time it held and owned duly executed and authenticated Definitive Notes and (if applicable) Coupons and/or Talons in respect of each underlying Note represented by such permanent Global Note which such Relevant Account Holder has credited to its securities account with the Relevant Clearing System at the Relevant Time. The Issuer’s obligation pursuant to this paragraph shall be a separate and independent obligation by reference to each relevant underlying Note and the Issuer agrees that a Relevant Account Holder may assign its rights hereunder in whole or in partbeing redeemed.
Appears in 1 contract
Sources: Offering Circular
Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer in accordance with applicable law giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial certificate numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Temporary Global Note in accordance with applicable law giving notice to the Fiscal Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions substantially in the form of the notice available from any Paying Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Temporary Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Temporary Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. In the event that this permanent Global Note (or any part hereof) has become due and repayable and payment in full of the amount due has not been made to the bearer or has become exchangeable and exchange in full has not been effected, in each case in accordance with the foregoing, then, unless within the period of 30 (thirty) days commencing on the relevant due date payment in full of the amount due If principal in respect of any Notes is not paid when due (taking into account any applicable grace period), the holder of this Temporary Global Note is received may (but subject as provided below) from time to time elect that Direct Rights under the provisions of (and as defined in) the Amended and Restated Deed of Covenant (as amended and supplemented, the “Deed of Covenant”) executed by the bearer or this permanent Global Note Issuer on 5 October 2023 (a copy of which is duly exchanged in full available for Definitive Notes, in inspection at the specified offices of each case in accordance with of the foregoing, at or before 5.00 p.m. (Amsterdam time) on such thirtieth day (the “Relevant Time”) this permanent Global Note (including the obligation hereunder to issue Definitive Notes) will become void Principal Paying Agent and the bearer will have no further rights under this permanent Global Note but each Relevant Account Holder shall automatically acquire, without the need for any further action on behalf of any person, against Fiscal Agent and which the Issuer all those rights (“Direct Rights”acknowledges to apply to the Notes represented by this Temporary Global Note) which such Relevant Account Holder would have had if at the Relevant Time it held and owned duly executed and authenticated Definitive Notes and (if applicable) Coupons and/or Talons shall come into effect in respect of each underlying a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this Temporary Global Note to or to the order of the Fiscal Agent for reduction of the nominal amount of Notes represented by such permanent this Temporary Global Note by such amount as may be stated in such notice by endorsement in Part I of the First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of Notes formerly represented hereby as the nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such Relevant Account Holder has credited notice being given, this Temporary Global Note shall become void to its securities account with the Relevant Clearing System at extent of the Relevant Timenominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. The Issuer’s obligation pursuant to this paragraph No such election may however be made on or before the Exchange Date unless the holder elects in such notice that the exchange for such Notes shall be a separate and independent obligation by reference to each relevant underlying Note and the Issuer agrees that a Relevant Account Holder may assign its rights hereunder in whole or in partno longer take place.
Appears in 1 contract
Sources: Agency Agreement
Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer in accordance with applicable law giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial certificate numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Permanent Global Note in accordance with applicable law giving notice to the Fiscal Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions substantially in the form of the notice available from any Paying Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Permanent Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Permanent Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. In the event that this permanent Global Note (or any part hereof) has become due and repayable and payment in full of the amount due has not been made to the bearer or has become exchangeable and exchange in full has not been effected, in each case in accordance with the foregoing, then, unless within the period of 30 (thirty) days commencing on the relevant due date payment in full of the amount due If principal in respect of any Notes is not paid when due (taking into account any applicable grace period), the holder of this Permanent Global Note is received may (but subject as provided below) from time to time elect that Direct Rights under the provisions of (and as defined in) the Amended and Restated Deed of Covenant (as amended and supplemented from time to time, the “Deed of Covenant”) executed by the bearer or this permanent Global Note Issuer on 2 October 2020 (a copy of which is duly exchanged in full available for Definitive Notes, in inspection at the specified offices of each case in accordance with of the foregoing, at or before 5.00 p.m. (Amsterdam time) on such thirtieth day (the “Relevant Time”) this permanent Global Note (including the obligation hereunder to issue Definitive Notes) will become void Principal Paying Agent and the bearer will have no further rights under this permanent Global Note but each Relevant Account Holder shall automatically acquire, without the need for any further action on behalf of any person, against Fiscal Agent and which the Issuer all those rights (“Direct Rights”acknowledges to apply to the Notes represented by this Permanent Global Note) which such Relevant Account Holder would have had if at the Relevant Time it held and owned duly executed and authenticated Definitive Notes and (if applicable) Coupons and/or Talons shall come into effect in respect of each underlying a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this Permanent Global Note to or to the order of the Fiscal Agent for reduction of the nominal amount of Notes represented by such permanent this Permanent Global Note by such amount as may be stated in such notice by endorsement in Part I of the First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of Notes formerly represented hereby as the nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such Relevant Account Holder has credited notice being given, this Permanent Global Note shall become void to its securities account with the Relevant Clearing System at extent of the Relevant Timenominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. The Issuer’s obligation pursuant to this paragraph No such election may however be made on or before an Exchange Date unless the holder elects in such notice that the exchange for such Notes shall be a separate and independent obligation by reference to each relevant underlying Note and the Issuer agrees that a Relevant Account Holder may assign its rights hereunder in whole or in partno longer take place.
Appears in 1 contract
Sources: Agency Agreement
Issuer’s Options. Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer in accordance with applicable law giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial certificate numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this permanent Temporary Global Note in accordance with applicable law giving notice to the Fiscal Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions substantially in the form of the notice available from any Paying Agent, except that the notice shall not be required to contain the certificate numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time presenting this permanent Temporary Global Note to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent, for notation accordingly in the Fourth Schedule hereto. The holder hereof may from time to time exercise the right to declare Notes represented by this permanent Temporary Global Note due and payable following an Event of Default in accordance with the Conditions by stating in a notice given to the Fiscal Agent the nominal amount of Notes (which may be less than the outstanding nominal amount hereof) to which such notice relates. In the event that this permanent Global Note (or any part hereof) has become due and repayable and payment in full of the amount due has not been made to the bearer or has become exchangeable and exchange in full has not been effected, in each case in accordance with the foregoing, then, unless within the period of 30 (thirty) days commencing on the relevant due date payment in full of the amount due If principal in respect of any Notes is not paid when due (taking into account any applicable grace period), the holder of this Temporary Global Note is received may (but subject as provided below) from time to time elect that Direct Rights under the provisions of (and as defined in) the Amended and Restated Deed of Covenant (as amended and supplemented, the “Deed of Covenant”) executed by the bearer or this permanent Global Note Issuer on 6 October 2022 (a copy of which is duly exchanged in full available for Definitive Notes, in inspection at the specified offices of each case in accordance with of the foregoing, at or before 5.00 p.m. (Amsterdam time) on such thirtieth day (the “Relevant Time”) this permanent Global Note (including the obligation hereunder to issue Definitive Notes) will become void Principal Paying Agent and the bearer will have no further rights under this permanent Global Note but each Relevant Account Holder shall automatically acquire, without the need for any further action on behalf of any person, against Fiscal Agent and which the Issuer all those rights (“Direct Rights”acknowledges to apply to the Notes represented by this Temporary Global Note) which such Relevant Account Holder would have had if at the Relevant Time it held and owned duly executed and authenticated Definitive Notes and (if applicable) Coupons and/or Talons shall come into effect in respect of each underlying a nominal amount of Notes up to the aggregate nominal amount in respect of which such failure to pay principal has occurred. Such election shall be made by notice to the Fiscal Agent and presentation of this Temporary Global Note to or to the order of the Fiscal Agent for reduction of the nominal amount of Notes represented by such permanent this Temporary Global Note by such amount as may be stated in such notice by endorsement in Part I of the First Schedule hereto and a corresponding endorsement in Part II of the First Schedule hereto of such nominal amount of Notes formerly represented hereby as the nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such Relevant Account Holder has credited notice being given, this Temporary Global Note shall become void to its securities account with the Relevant Clearing System at extent of the Relevant Timenominal amount stated in such notice, save to the extent that the appropriate Direct Rights shall fail to take effect, for whatever reason. The Issuer’s obligation pursuant to this paragraph No such election may however be made on or before the Exchange Date unless the holder elects in such notice that the exchange for such Notes shall be a separate and independent obligation by reference to each relevant underlying Note and the Issuer agrees that a Relevant Account Holder may assign its rights hereunder in whole or in partno longer take place.
Appears in 1 contract
Sources: Agency Agreement