MERLIN PROPERTIES, SOCIMI, S Sample Clauses

MERLIN PROPERTIES, SOCIMI, S. A. (the “Issuer”); and
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MERLIN PROPERTIES, SOCIMI, S. A. By: Certificate of Authentication This temporary Global Note is authenticated in Luxembourg by or on behalf of the Fiscal Agent. SOCIETE GENERALE LUXEMBOURG 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, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. The First Schedule Part I Principal Amount of Notes Represented by this Temporary Global Note The following (i) issue of Notes initially represented by this temporary Global Note, (ii) exchanges of the whole or a part of this temporary Global Note for interests in a permanent Global Note, for Definitive Notes or for Direct Rights under the Deed of Covenant and/or (iii) cancellations or forfeitures of interests in this temporary Global Note have been made, resulting in the principal amount of this temporary Global Note specified in the latest entry in the fourth column below: Date Amount of decrease in principal amount of this temporary Global Note Reason for decrease in principal amount of this temporary Global Note (exchange, cancellation or forfeiture) Principal amount of this temporary Global Note on issue or following such decrease Notation made by or on behalf of the Fiscal Agent Issue Date Not applicable Not applicable Part II Direct Rights The principal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant is shown by the latest entry in the third column below: Date Amount of decrease in principal amount of Notes in respect of which Direct Rights have arisen Initial principal amount and principal amount following such increase Notation by or on behalf of the Fiscal Agent (other than in respect of initial principal amount) Issue Date Not applicable Zero Not applicable The Second Schedule [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE SECOND SCHEDULE] Schedule 1 Part B Form of CGN Permanent Global Note MERLIN PROPERTIES, SOCIMI, S.A. (incorporated as a limited liability company (sociedad anónima) in the Kingdom of Spain) Euro Medium Term Note Programme PERMANENT GLOBAL NOTE Permanent Global Note No. [●] This permanent Global Note is issued in respect of the Notes (the “Notes”) of the Tranche(s) and Series specified in Part A of the Third Schedule hereto of Merlin Properties, SOCIMI, S.A. (the “Issuer”). I...
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MERLIN PROPERTIES, SOCIMI, S. A. By: Certificate of Authentication This temporary Global Note is authenticated in Luxembourg by or on behalf of the Fiscal Agent. SOCIETE GENERALE LUXEMBOURG as Fiscal Agent By: Authorised Signatory For the purposes of authentication only. Effectuation This temporary Global Note is effectuated by or on behalf of the Common Safekeeper. [COMMON SAFEKEEPER] as Common Safekeeper By: Authorised Signatory For the purposes of effectuation 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. Schedule [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE SCHEDULE] Schedule 1 Part D‌ Form of NGN Permanent Global Note MERLIN PROPERTIES, SOCIMI, S.A. (incorporated as a limited liability company (sociedad anónima) in the Kingdom of Spain) Euro Medium Term Note Programme PERMANENT GLOBAL NOTE Permanent Global Note No. [●] This permanent Global Note is issued in respect of the Notes (the “Notes”) of the Tranche(s) and Series specified in Part A of the Schedule hereto of Merlin Properties, SOCIMI, S.A. (the “Issuer”). Interpretation and Definitions References in this permanent Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Part B of Schedule 2 to the Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 25 March 2021 between the Issuer, Societe Generale Luxembourg as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. The Issuer has executed a public deed (escritura pública) relating to the Notes dated [●] granted before the Notary of Madrid, Spain, [●] with number [●] of his/her protocol. Aggregate Principal Amount The aggregate principal amount from time to time of this permanent Global Note shall be an amount equal to the aggregate principal amount of the Notes from time to time entered in the records of both Euroclear and...
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MERLIN PROPERTIES, SOCIMI, S. A. By: Certificate of Authentication This Note is authenticated in Luxembourg by or on behalf of the Fiscal Agent. SOCIETE GENERALE LUXEMBOURG 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, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. On the back: Terms and Conditions of the Notes [The Terms and Conditions that are set out in Part B of Schedule 2 to the Agency Agreement as amended by and incorporating any additional provisions forming part of such Terms and Conditions and set out in Part A of the relevant Final Terms will be set out here] Societe Generale Luxembourg 00-00 Xxxxx xx xx xxxx X-0000 Xxxxxxxxxx Schedule 2 Part B‌ Terms and Conditions of the Notes
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MERLIN PROPERTIES, SOCIMI, S. A. By: Certificate of Authentication This Note is authenticated in Luxembourg by or on behalf of the Fiscal Agent.
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