Settlement Disruption Event Clause Samples

Settlement Disruption Event. If, prior to the delivery of the Entitlement in accordance with these Physical Delivery Conditions, a Settlement Disruption Event is subsisting, then the Maturity Delivery Date in respect of such Note shall be postponed until the next Settlement Business Day (as specified in the applicable Final Terms) on which no Settlement Disruption Event is subsisting and notice thereof shall be given to the relevant Noteholder, in accordance with Condition 14. Such Noteholder shall not be entitled to any payment, whether of interest or otherwise, on such Note as a result of any delay in the delivery of the Entitlement pursuant to these Physical Delivery Conditions. Where delivery of the Entitlement has been postponed as provided in these Physical Delivery Conditions the Issuer shall not be in breach of these Conditions and no liability in respect thereof shall attach to the Issuer. For so long as delivery of the Entitlement in respect of any Note is not practicable by reason of a Settlement Disruption Event, then in lieu of physical settlement and notwithstanding any other provision hereof, the Issuer may elect in its sole discretion to satisfy its obligations in respect of the relevant Note by payment to the relevant Noteholder of the Disruption Cash Settlement Price not later than on the third Business Day following the date that the notice of such election (the "Election Notice") is given to the Noteholders in accordance with Condition 14.

Settlement Disruption Event. Where a Settlement Disruption Event affects some but not all of the Relevant Assets comprising the Asset Amount, the Delivery Date for the Relevant Assets unaffected by the Settlement Disruption Event will be the originally designated Delivery Date. For so long as delivery of part of the Asset Amount is impracticable by reason of a Settlement Disruption Event, then in lieu of physical delivery of the affected Relevant Asset(s), and notwithstanding any other provision hereof, the Issuer may elect in its sole and absolute discretion to satisfy its obligations in respect of the affected portion of the relevant Note(s) by paying the relevant Noteholder(s), the Disruption Cash Redemption Amount (as defined below) on the fifth Business Day following the date on which Noteholders are notified in accordance with Condition 13 of (i) such election having been made and (ii) the manner in which the Issuer intends to pay the Disruption Cash Redemption Amount. For the purposes of this Condition:

Settlement Disruption Event. An event beyond the control of the parties as a result of which (i) the Clearance System cannot clear a transfer of Shares or (ii) in the case of any Shares in physical certificate form, the payment systems for bank fund transfers (e.g. the Federal Reserve wire payment system) cannot make electronic funds payments or otherwise transfer funds in the ordinary course.

Settlement Disruption Event. In respect of a Share, an event beyond the control of the parties as a result of which: (a) in the case of an Unseasoned Share, the transfer of such Share cannot be effected for any reason (including, without limitation, where the Issuer cannot effect such transfer); and (b) in the case of a Seasoned Share, the Clearance System cannot clear the transfer of such Share. Settlement Regulatory Event: Party B determines, in its good faith and in its reasonable judgment, that the receipt of some or all of the Number of Shares to be Delivered would: (a) require prior regulatory approval by any governmental or regulatory authority (which the relevant Party B Receiving Party has applied for or has a firm intention to apply for) and such approval has not been received; or (b) otherwise be prohibited under any laws, regulations or regulatory orders applicable to Party B and/or any of its Affiliates, provided that, Party B shall, prior to making such determination, provide reasonable details to elaborate the cause for such Settlement Regulatory Event. Party B Receiving Party: (1) Party B or (2) with the prior written consent of Party A, any other person designated by Party B, provided that the consent of Party A may be withheld for any reason, including, without limitation, due to any legal, tax and/or regulatory restriction and/or any Party A’s internal requirements (including, without limitation, any anti-money laundering and/or know-your-customer obligation).

Settlement Disruption Event. Where a Settlement Disruption Event affects some but not all of the Relevant Assets comprising the Asset Amount, the Delivery Date for the Relevant Assets unaffected by the Settlement Disruption Event will be the originally designated Delivery Date. For so long as delivery of part of the Asset Amount is impracticable by reason of a Settlement Disruption Event, then in lieu of physical delivery of the affected Relevant Asset(s), and notwithstanding any other provision hereof, the Issuer may elect in its sole and absolute discretion to satisfy its obligations in respect of the affected portion of the relevant Note(s) by paying the relevant Noteholder(s), the Disruption Cash Redemption Amount (as defined below) on the fifth Business Day following the date on which Noteholders are notified in accordance with Condition 13 of (i) such election having been made and (ii) the manner in which the Issuer intends to pay the Disruption Cash Redemption Amount. For the purposes of this Condition: Disruption Cash Redemption Amount shall be, in respect of any Note, the fair market value of such Note (taking into account, where the Settlement Disruption Event affected some but not all of the Relevant Assets included in the Asset Amount and such unaffected Relevant Assets have been duly delivered as provided above, the value of such unaffected and delivered Relevant Assets), less the cost to the Issuer of unwinding any related hedging arrangements, all as determined by the Issuer in its sole and absolute discretion; Settlement Business Day, in respect of each Note, has the meaning specified in the applicable Final Terms relating to such Note; and

Settlement Disruption Event. An event beyond the control of the parties as a result of which (i) the Clearance System cannot clear the transfer of the Shares or (ii) in the case of any Shares in physical certificate form, the payment system for bank fund transfers (e.g. the Federal Reserve wire payment system) cannot make electronic funds payments or otherwise transfer funds in the ordinary course. Trading Day: An Exchange Business Day other than an Exchange Business Day on which (i) a Market Disruption Event occurs, or (ii) Party B, by notice to Party A, through the Arranging Agent, by 8:30 a.m., New York time, determines, on the advice of counsel respecting applicable federal securities laws, that such day shall not be a Trading Day for one or more purposes of this Transaction specified by Party B in accordance with such advice. Exchange Business Day: Any day that is (or, but for the occurrence of a Market Disruption Event, would have been) a Trading Day on the Exchange other than a day on which trading on the Exchange is scheduled to close prior to its regular weekday closing time.

Settlement Disruption Event. If on the Conversion Date the book-entry transfer of the Common Shares cannot be settled by the relevant central securities depository due to an event outside the control of the Issuer (a Settlement Disruption Event), then solely for the purposes of this Condition 6.3 the Conversion Date shall be postponed until the first succeeding calendar day on which delivery of the Common Shares can take place trough a national or international settlement system or in any other commercially reasonable manner, in each case, in the best interest of the Holders and without adversely affecting their rights under these Conditions.

Settlement Disruption Event