Substitution and Variation. Upon the occurrence of a Loss Absorption Disqualification Event the Issuer (in its sole discretion but subject to the provisions of Condition 6(i)), having given not less than 15 nor more than 45 days’ notice to the Noteholders in accordance with Condition 12 (which notice shall be irrevocable), and having delivered to the Fiscal Agent, to be made available to Noteholders upon request, the certificate referred to in the definition of Loss Absorption Compliant Notes, may, without any requirement for the consent or approval of the Noteholders, either substitute all (but not some only) of the Notes for, or vary the terms of all (but not some only) of the Notes so that they remain or, as appropriate, become, Loss Absorption Compliant Notes. Upon the expiry of the notice referred to above, the Issuer shall either vary the terms of or, as the case may be, substitute the Notes in accordance with this Condition 6(h) and subject as set out in Condition 6(h)(i), the Fiscal Agent shall agree to such substitution or variation. For the purposes of these Terms and Conditions:
(a) are issued by the Issuer or any wholly-owned direct or indirect subsidiary of the Issuer with a guarantee of such obligations by the Issuer;
(b) rank (or, if guaranteed by the Issuer, benefit from a guarantee that ranks) equally with the ranking of the Notes;
(c) other than in respect of the effectiveness and enforceability of Condition 15(c), have terms not materially less favorable to Noteholders than the terms of the Notes (as reasonably determined by the Issuer in consultation with an independent adviser of recognised standing);
(d) (without prejudice to (c) above) (1) contain terms such that they comply with the then applicable Loss Absorption Regulations in order to be eligible to qualify in full towards the minimum requirements of the Issuer and/or any Regulatory Group of which the Issuer forms part (whether on a solo, individual consolidated, consolidated or sub-consolidated basis, as applicable) for own funds and eligible liabilities and/or loss absorbing capacity instruments; (2) bear the same rate of interest as the Notes and preserve the same Interest Payment Dates; (3) do not contain terms providing for mandatory deferral of payments of interest and/or principal; (4) preserve the obligations (including the obligations arising from the exercise of any right) of the Issuer as to redemption of the Notes, including (without limitation) as to timing of, and amounts payable upon, such re...
Substitution and Variation. If at any time after the Issue Date the Issuer and/or the Guarantor determines that a Tax Event, a Withholding Tax Event, an Accounting Event or a Capital Event has occurred, the Issuer may, as an alternative to an early redemption of the Securities, on any applicable Interest Payment Date, without the consent of the Holders, (i) exchange the Securities (the "Exchanged Securities") into new securities of the Issuer, the Guarantor or any wholly-owned direct or indirect finance subsidiary of the Guarantor (a "Substitute Issuer") with a guarantee of the Guarantor, or (ii) vary the terms of the Securities (the "Varied Securities"), so that in either case (A) in the case of a Tax Event, in respect of (I) the Issuer's (or Substitute Issuer's) obligation to make any payment of interest under the Exchanged Securities or Varied Securities; or (II) the obligation of the Guarantor to make any payment of interest in favour of the Issuer (or Substitute Issuer) under the Subordinated Loan (or any replacement thereof between the Guarantor and Substitute Issuer), the Issuer, the Guarantor or the Substitute Issuer (as the case may be) is entitled to claim a deduction or a higher deduction (as the case may be) in respect of interest paid when computing its tax liabilities in the Netherlands, in Spain or in the taxing jurisdiction of the Substitute Issuer (as the case may be), as compared with the entitlement after the occurrence of the relevant Tax Event, (B) in the case of a Withholding Tax Event, in making any payments in respect of the Exchanged Securities or Varied Securities or the Exchanged or Varied Guarantee (as defined below) the Issuer, the Guarantor or the Substitute Issuer are not required to pay a greater amount of Additional Amounts in respect of the Exchanged Securities or Varied Securities or the Exchanged or Varied Guarantee, (C) in the case of an Accounting Event, the aggregate nominal amount of the Exchanged Securities or Varied Securities (as the case may be) is recorded as "equity" pursuant to IFRS-EU or any other accounting standards that may replace IFRS-EU for the purposes of the consolidated financial statements of the Guarantor, or (D) in the case of a Capital Event, the aggregate nominal amount of the Exchanged Securities or Varied Securities (as the case may be) is assigned "equity credit" (or such other nomenclature that the relevant Rating Agency may then use to describe the degree to which an instrument exhibits the characteristics of an ordin...
Substitution and Variation. (a) At any time during the term of this Funding Agreement, the Participant may submit in writing to the Commonwealth a proposal to:
(i) substitute a different Eligible Pharmaceutical R&D Activity for an activity in the Portfolio; or
(ii) add an Eligible Pharmaceutical R&D Activity to the Portfolio.
(b) Subject to clause 16.1(c), the Commonwealth may, in its discretion, accept or reject a proposal referred to in clause 16.1(a), with or without conditions. Pharmaceuticals Partnerships Program General Conditions Version 2.0 — Release Date: June 2005
(c) This Funding Agreement may only be varied or replaced:
(i) in accordance with clause 5.2, clause 5.3 or clause 8.4; or
(ii) by written agreement of both parties.
Substitution and Variation. Nothing contained in this Trust Deed or the Notes shall require the Trustee to consider whether the rights of Noteholders are prejudiced or potentially prejudiced by any substitution or variation of the Notes pursuant to Condition 8(e) or 8(f) or any substitution of the Issuer or the Guarantor pursuant to Condition 15.
Substitution and Variation majeure, or by circumstances that the organiser himself could not, according to In consideration of the long advance with which the catalogues/brochure/flyer and professional diligence, reasonably foresee or resolve. The intermediary with whom programs are published, which contain information on how to use the services, it
1. The travel may assign the contract of sale of the package to a person who meets the tourist package has been booked is not responsible for the obligations relating to should be noted that the schedules and routes of the flights indicated in the all the conditions for the use of the service, upon prior notice given to the organizer the organisation and execution of the trip, but is exclusively responsible for the acceptance of the proposal to purchase and sell services may be subject to change on a durable mediumno later than seven days before the start of the package, obligations arising from his capacity as intermediary and for the execution of the as they are subject to subsequent validation. To this end, the traveller must request
2. The transferor and the transferee of the tourist package sales contract shall be mandate given by the traveller, for as specifically provided for in art. 50 of the confirmation of the services from his Agency before departure. The organizer will jointly and severally liable for the payment of the balance of the price and any Tourism Code including the guarantee obligations under art. 47. additional duties, taxes and other costs, including any administrative and handling 15. COMPENSATION LIMITS AND LIMITATION inform passengers about the identity of the actual carrier in the time and in the manner provided for in Article 11 of EC Reg. 2111/2005. (referred to in Article 5). costs, resulting fromsuch transfer. The compensation for damage arising from non-performance or incorrect
3. The organiser shall inform the transferor of the actual costs of the transfer, which performance of the services forming the package holiday and the relevant limitation shall not exceed the actual costs incurred by the organiser as a result of the transfer periods are governed by Articles 43 - 46 of the Tourism Code and in any case within
Substitution and Variation. If (i) a TLAC/MREL Disqualification Event or (ii) a tax event that would entitle the Company to redeem the Senior Preferred Debt Securities of any series as set forth in Section 11.08 of the Base Indenture, occurs and is continuing, the Company may substitute all (but not some) of the Senior Preferred Debt Securities of any series or modify the terms of all (but not some) of the Senior Preferred Debt Securities of any series, without any requirement for the consent or approval of the holders of the Senior Preferred Debt Securities of any series, so that they are substituted for, or varied to, become, or remain, Qualifying Notes, subject to having given not less than 15 nor more than 30 days’ notice to the Holders of any series in accordance with Section 1.06 and to the Trustee (which notice shall be irrevocable and shall specify the date for substitution or, as applicable, variation), and subject to obtaining Supervisory Permission therefor, if and as required under Applicable Banking Regulations.
Substitution and Variation. Subject to Condition 7.8 (Conditions to redemption and purchase), if a Capital Event, a Tax Deductibility Event or an Additional Amount Event has occurred and is continuing, the Issuer may at any time, at its option (without any requirement for the consent or approval of the Noteholders or Couponholders and subject to receiving consent from the Competent Authority), having given no less than 30 nor more than 45 calendar days’ notice to the Noteholders (in accordance with Condition 16 (Notices)) and the Fiscal Agent, substitute all (but not some only) of the Notes for, or vary the terms of the Notes provided that they remain or (as appropriate) so that they become, Qualifying Additional Tier 1 Notes. Any such notice shall specify the relevant details of the manner in which such substitution or variation shall take effect and where the Noteholders can inspect or obtain copies of the new terms and conditions of the Qualifying Additional Tier 1 Notes. Such substitution or variation will be effected without any cost or charge to the Noteholders.
Substitution and Variation. If “Substitution and Variation” is specified as being applicable in the relevant Final Terms, then with respect to:
(1) any Series of Senior Preferred Notes or Senior Non-Preferred Notes, if at any time an MREL Disqualification Event has occurred and is continuing; or
(2) any Series of Tier 2 Notes, if at any time a Capital Disqualification Event has occurred and is continuing; or
(3) any Series of Senior Preferred Liquidity Notes, Senior Preferred Notes, Senior Non-Preferred Notes or Tier 2 Notes, if at any time any of the events described in Condition 7(b) has occurred and is continuing or in order to ensure the effectiveness and enforceability of Condition 19 or Clause 11 of the Deed of Guarantee (where applicable), the Issuer and (if applicable) the Guarantor may, subject to, in the case of Senior Preferred Notes or Senior Non-Preferred Notes, compliance with Condition 7(k) and, in the case of Tier 2 Notes, compliance with Condition 7(l) (without any requirement for the consent or approval of the holders of the relevant Notes of that Series) and having given not less than thirty nor more than sixty days’ notice to the holders of the Notes of that Series, at any time either substitute all (but not some only) of such Notes, or vary the terms of such Notes or the Deed of Guarantee (if applicable) so that the Notes remain or, as appropriate, become Qualifying Notes, provided that such variation or substitution does not itself give rise to any right of the Issuer to redeem the varied or substituted Notes. In connection with any substitution or variation in accordance with this Condition 7(m), the Issuer shall comply with the rules of any stock exchange on which such Notes are for the time being listed or admitted to trading. In these Conditions:
Substitution and Variation. If at any time an MREL Disqualification Event or Withholding Tax Event occurs, or to ensure the effectiveness or enforceability of Condition 17 (Acknowledgement of Bail- in and Loss Absorption Powers), the Issuer may, subject to the Applicable Banking Regulations (without any requirement for the consent or approval of the Holders) and having given not less than 30 nor more than 60 days' notice to the Fiscal Agent (in accordance with the Agency Agreement) and the Noteholders (which notice shall be irrevocable), at any time either:
Substitution and Variation. (a) At any time during the term of this Funding Agreement, the Participant may submit in writing to the Commonwealth a proposal to:
(i) substitute a different Eligible Pharmaceutical R&D Activity for an activity in the Portfolio; or
(ii) add an Eligible Pharmaceutical R&D Activity to the Portfolio.
(b) Subject to clause 16.1(c), the Commonwealth may, in its discretion, accept or reject a proposal referred to in clause 16.1 (a), with or without conditions.
(c) This Funding Agreement may only be varied or replaced:
(i) in accordance with clause 5.2, clause 5.3 or clause 8.4; or
(ii) by written agreement of both parties.
