Common use of Written Resolution Clause in Contracts

Written Resolution. where Electronic Consent is not being sought, for the purpose of determining whether a Written Resolution has been validly passed, the Issuer and the Guarantor shall be entitled to rely on consent or instructions given in writing directly to the Issuer and/or the Guarantor, as the case may be, (a) by accountholders in the clearing system(s) with entitlements to such Global Note or Global Certificate and/or, (b) where the accountholders hold any such entitlement on behalf of another person, on written consent from or written instruction by the person identified by that accountholder as the person for whom such entitlement is held. For the purpose of establishing the entitlement to give any such consent or instruction, the Issuer and the Guarantor shall be entitled to rely on any certificate or other document issued by, in the case of (a) above, Euroclear, Clearstream, Luxembourg or any other relevant alternative clearing system (the “relevant clearing system”) and in the case of (b) above, the relevant clearing system and the accountholder identified by the relevant clearing system for the purposes of (b) above. Any resolution passed in such manner shall be binding on all Noteholders and Couponholders, even if the relevant consent or instruction proves to be defective. Any such certificate or other document shall be conclusive and binding for all purposes. Any such certificate or other document may comprise any form of statement or print out of electronic records provided by the relevant clearing system (including Euroclear’s EUCLID or Clearstream, Luxembourg’s CreationOnline system) in accordance with its usual procedures and in which the accountholder of a particular principal or nominal amount of the Notes is clearly identified together with the amount of such holding. The Issuer and/or the Guarantor shall not be liable to any person by reason of having accepted as valid or not having rejected any certificate or other document to such effect purporting to be issued by any such person and subsequently found to be forged or not authentic. A Written Resolution and/or Electronic Consent shall take effect as an Extraordinary Resolution. A Written Resolution and/or Electronic Consent will be binding on all Noteholders and holders of Coupons and Talons, whether or not they participated in such Written Resolution and/or Electronic Consent. 107 Schedule 4 Form of Exercise Notice for Redemption Option TELE2 AB (PUBL) (Incorporated with limited liability in the Kingdom of Sweden) €3,000,000,000 Guaranteed Euro Medium Term Note Programme guaranteed by TELE2 SVERIGE AB (Incorporated with limited liability in the Kingdom of Sweden) Series No. [●] By depositing this duly completed Notice with any Paying Agent or Transfer Agent for the Notes of the above Series (the “Notes”) the undersigned holder of such of the Notes as are, or are represented by the Certificate that is, surrendered with this Notice and referred to below irrevocably exercises its option to have such Notes, or the nominal amount of Notes specified below redeemed on [●] under Condition 6(e) of the Notes. This Notice relates to Notes in the aggregate nominal amount of [●], bearing the following certificate numbers: If the Notes (or the Certificate representing them) to which this Notice relates are to be returned, or, in the case of a partial exercise of an option in respect of a single holding of Registered Notes, a new Certificate representing the balance of such holding in respect of which no option has been exercised is to be issued, to their holder, they should be returned by post to (1): [●] [●] Payment Instructions Please make payment in respect of the above Notes as follows:

Appears in 2 contracts

Samples: Agency Agreement (Tele2 Ab), Agency Agreement (Tele2 Ab)

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Written Resolution. where Electronic Consent is not being sought, for the purpose of determining whether a Written Resolution has been validly passed, the Issuer and the Guarantor Trustee shall be entitled to rely on consent or instructions given in writing directly to the Issuer and/or the GuarantorTrustee, as the case may be, (a) by accountholders in the clearing system(s) system with entitlements to such Global Note or Global Certificate and/oror, (b) where the accountholders hold any such entitlement on behalf of another person, on written consent from or written instruction by the person identified by that accountholder as the person for whom such entitlement is held. For the purpose of establishing the entitlement to give any such consent or instruction, the Issuer and the Guarantor Trustee shall be entitled to rely on any certificate or other document issued by, in the case of (a) above, Euroclear, Clearstream, Luxembourg or any other relevant alternative clearing system (the “relevant clearing system”) and and, in the case of (b) above, the relevant clearing system and the accountholder identified by the relevant clearing system for the purposes of (b) above. Any resolution passed in such manner shall be binding on all Noteholders and CouponholdersNoteholders, even if the relevant consent or instruction proves to be defective. Any such certificate or other document shall be conclusive and binding for all purposes. Any such certificate or other document may comprise any form of statement or print out of electronic records provided by the relevant clearing system (including Euroclear’s EUCLID or Clearstream, Luxembourg’s CreationOnline system) in accordance with its usual procedures and in which the accountholder of a particular principal or nominal amount of the Notes is clearly identified together with the amount of such holding. The Neither the Issuer and/or nor the Guarantor Trustee shall not be liable to any person by reason of having accepted as valid or not having rejected any certificate or other document to such effect purporting to be issued by any such person and subsequently found to be forged or not authentic. A Written Resolution and/or Electronic Consent shall take effect as an Extraordinary Resolution. A Written Resolution and/or Electronic Consent will be binding on all Noteholders and holders of Coupons and TalonsNoteholders, whether or not they participated in such Written Resolution and/or Electronic Consent. 107 Schedule 4 Form of Exercise Notice for Redemption Option TELE2 AB (PUBL) (Incorporated with limited liability in the Kingdom of Sweden) €3,000,000,000 Guaranteed Euro Medium Term Note Programme guaranteed by TELE2 SVERIGE AB (Incorporated with limited liability in the Kingdom of Sweden) Series No. [●] By depositing this duly completed Notice with any Paying Agent or Transfer Agent for the Notes of the above Series (the “Notes”) the undersigned holder of such of the Notes as are, or are represented by the Certificate that is, surrendered with this Notice and referred to below irrevocably exercises its option to have such Notes, or the nominal amount of Notes specified below redeemed on [●] under Condition 6(e) of the Notes. This Notice relates to Notes in the aggregate nominal amount of [●], bearing the following certificate numbers: If the Notes (or the Certificate representing them) to which this Notice relates are to be returned, or, in the case of a partial exercise of an option in respect of a single holding of Registered Notes, a new Certificate representing the balance of such holding in respect of which no option has been exercised is to be issued, to their holder, they should be returned by post to (1): [●] [●] Payment Instructions Please make payment in respect of the above Notes as follows:.

Appears in 2 contracts

Samples: Yandex N.V., Yandex N.V.

Written Resolution. where Electronic Consent is not being sought, for the purpose of determining whether a Written Resolution has been validly passed, the Issuer and the Guarantor shall be entitled to rely on consent or instructions given in writing directly to the Issuer and/or the Guarantor, as the case may be, (ai) by accountholders in the clearing system(s) with entitlements to such Global Note or Global Certificate Registered Note and/or, (bii) where the accountholders hold any such entitlement on behalf of another person, on written consent from or written instruction by the person identified by that accountholder as the person for whom such entitlement is held. For the purpose of establishing the entitlement to give any such consent or instruction, the Issuer and the Guarantor shall be entitled to rely on any certificate or other document issued by, in the case of (ai) above, Euroclear, Clearstream, Luxembourg or any other relevant alternative clearing system (the “relevant clearing system”) and in the case of (bii) above, the relevant clearing system and the accountholder identified by the relevant clearing system for the purposes of (bii) above. Any resolution passed in such manner shall be binding on all Noteholders and CouponholdersNoteholders, even if the relevant consent or instruction proves to be defective. Any such certificate or other document shall be conclusive and binding for all purposes. Any such certificate or other document may comprise any form of statement or print out of electronic records provided by the relevant clearing system (including Euroclear’s EUCLID or Clearstream, Luxembourg’s CreationOnline system) in accordance with its usual procedures and in which the accountholder of a particular principal or nominal amount of the Notes is clearly identified together with the amount of such holding. The Issuer and/or the Guarantor shall not be liable to any person by reason of having accepted as valid or not having rejected any certificate or other document to such effect purporting to be issued by any such person and subsequently found to be forged or not authentic. A Written Resolution and/or Electronic Consent shall take effect as if it were an Extraordinary Resolution. A Written Resolution and/or Electronic Consent will be binding on all Noteholders and holders of Coupons and TalonsNoteholders, whether or not they participated in such Written Resolution and/or Electronic Consent. 107 Schedule 4 2 The Specified Offices of the Agents The Fiscal Agent, Transfer Agent and Calculation Agent The Bank of New York Mellon, London Branch Address: Xxx Xxxxxx Xxxxxx Xxxxxx X00 0XX Xxxxxx Xxxxxxx Fax: +00 00 0000 0000 E-mail: Xxxxxxx0@xxxxxxxxx.xxx Attention: Corporate Trust Administration The Registrar and Transfer Agent Xxx Xxxx xx Xxx Xxxx Xxxxxx XX/NV, Luxembourg Branch Address: Vertigo Building Polaris – 0-0 xxx Xxxxxx Xxxxxxx L-2453 Luxembourg Fax: +000 00 00 00 0000 E-mail: Xxxxx_xxx@xxxxxxxxx.xxx Attention: Corporate Trust Services Schedule 3 Form of Exercise Notice Calculation Agent Appointment Letter [On letterhead of the Issuer] [for Redemption Option TELE2 AB (PUBL) (Incorporated with limited liability in use if the Kingdom Calculation Agent is not the Fiscal Agent or a Dealer] [Name of Sweden) €3,000,000,000 Calculation Agent] [Address] CELLNEX FINANCE COMPANY, S.A.U. EUR 10,000,000,000 Guaranteed Euro Medium Term Note Programme guaranteed by TELE2 SVERIGE AB (Incorporated with limited liability in Cellnex Telecom, S.A. [Date] We refer to the Kingdom of Sweden) Series No. [●] By depositing this duly completed Notice with any Paying Agent or Transfer Agent for the Notes of the above Series (the “Notes”) the undersigned holder of such of the Notes as are, or are represented by the Certificate that is, surrendered with this Notice and referred to below irrevocably exercises its option to have such Notes, or the nominal amount of Notes specified below redeemed on [●] under Condition 6(e) of the Notes. This Notice relates to Notes in the aggregate nominal amount of [●], bearing the following certificate numbers: If the Notes (or the Certificate representing them) to which this Notice relates are to be returned, or, in the case of a partial exercise of an option in respect of a single holding of Registered Notes, a new Certificate representing the balance of such holding in respect of which no option has been exercised is to be issued, to their holder, they should be returned by post to (1): [●] [●] Payment Instructions Please make payment fiscal agency agreement dated 3 December 2020 entered into in respect of the above Notes Guaranteed Euro Medium Term Note Programme (as follows:amended or supplemented from time to time, the “Agency Agreement”) between ourselves as Issuer, Cellnex Telecom, S.A. as Guarantor, The Bank of New York Mellon, London Branch as fiscal agent and certain other financial institutions named therein, a copy of which has been supplied to you by us. All terms and expressions which have defined meanings in the Agency Agreement shall have the same meanings when used herein.

Appears in 1 contract

Samples: www.cellnex.com

Written Resolution. where Where Electronic Consent is not being sought, for the purpose of determining whether a Written Resolution has been validly passedIssuer, the Issuer Guarantor and the Guarantor Fiscal Agent shall be entitled to rely on consent or instructions given in writing directly to the Issuer Issuer, the Guarantor and/or the GuarantorFiscal Agent, as the case may be, (a) by accountholders in the clearing system(s) with entitlements to such Global Note or Global Certificate and/or, (b) where the accountholders hold any such entitlement on behalf of another person, on written consent from or written instruction by the person identified by that accountholder as the person for whom such entitlement is held. For the purpose of establishing the entitlement to give any such consent or instruction, the Issuer Issuer, the Guarantor and the Guarantor Fiscal Agent shall be entitled to rely on any certificate or other document issued by, in the case of (a) above, Euroclear, Clearstream, Luxembourg Luxembourg, Euroclear or any other relevant alternative clearing system (the “relevant clearing system”) and and, in the case of (b) above, the relevant clearing system and the accountholder identified by the relevant clearing system for the purposes of (b) above. Any resolution passed in such manner shall be binding on all Noteholders and CouponholdersNoteholders, even if the relevant consent or instruction proves to be defective. Any such certificate or other document shall be conclusive and binding for all purposes. Any such certificate or other document may comprise any form of statement or print out of electronic records provided by the relevant clearing system (including Euroclear’s EUCLID or Clearstream, Luxembourg’s CreationOnline Xact Web Portal system) in accordance with its usual procedures and in which the accountholder of a particular principal or nominal amount of the Notes is clearly identified together with the amount of such holding. The Issuer and/or None of the Issuer, the Guarantor nor the Fiscal Agent shall not be liable to any person by reason of having accepted as valid or not having rejected any certificate or other document to such effect purporting to be issued by any such person and subsequently found to be forged or not authentic. A Written Resolution and/or Electronic Consent shall take effect as an Extraordinary Resolution. A Written Resolution and/or Electronic Consent will be binding on all Noteholders and holders of Coupons and Talons, whether or not they participated in such Written Resolution and/or Electronic Consent. 107 Schedule 4 Form of Exercise Notice for Redemption Option TELE2 AB (PUBL) (Incorporated with limited liability in the Kingdom of Sweden) €3,000,000,000 Guaranteed Euro Medium Term Note Programme guaranteed by TELE2 SVERIGE AB (Incorporated with limited liability in the Kingdom of Sweden) Series No. [●] By depositing this duly completed Notice with any Paying Agent or Transfer Agent for the Notes of the above Series (the “Notes”) the undersigned holder of such of the Notes as are, or are represented by the Certificate that is, surrendered with this Notice and referred to below irrevocably exercises its option to have such Notes, or the nominal amount of Notes specified below redeemed on [●] under Condition 6(e) of the Notes. This Notice relates to Notes in the aggregate nominal amount of [●], bearing the following certificate numbers: If the Notes (or the Certificate representing them) to which this Notice relates are to be returned, or, in the case of a partial exercise of an option in respect of a single holding of Registered Notes, a new Certificate representing the balance of such holding in respect of which no option has been exercised is to be issued, to their holder, they should be returned by post to (1): [●] [●] Payment Instructions Please make payment in respect of the above Notes as follows:.

Appears in 1 contract

Samples: Paying Agency Agreement

Written Resolution. where Electronic Consent is not being sought, for the purpose of determining whether a Written Resolution has been validly passed, the Issuer and the Guarantor shall be entitled to rely on consent or instructions given in writing directly to the Issuer and/or the Guarantor, as the case may be, (a) by accountholders in the clearing system(s) with entitlements to such Global Note or Global Certificate and/or, (b) where the accountholders hold any such entitlement on behalf of another person, on written consent from or written instruction by the person identified by that accountholder as the person for whom such entitlement is held. For the purpose of establishing the entitlement to give any such consent or instruction, the Issuer and the Guarantor shall be entitled to rely on any certificate or other document issued by, in the case of (a) above, Euroclear, Clearstream, Luxembourg or any other relevant alternative clearing system (the “relevant clearing system”) and in the case of (b) above, the relevant clearing system and the accountholder identified by the relevant clearing system for the purposes of (b) above. Any resolution passed in such manner shall be binding on all Noteholders and Couponholders, even if the relevant consent or instruction proves to be defective. Any such certificate or other document shall be conclusive and binding for all purposes. Any such certificate or other document may comprise any form of statement or print out of electronic records provided by the relevant clearing system (including Euroclear’s EUCLID or Clearstream, Luxembourg’s CreationOnline system) in accordance with its usual procedures and in which the accountholder of a particular principal or nominal principal amount of the Notes is clearly identified together with the amount of such holding. The Issuer and/or the Guarantor shall not be liable to any person by reason of having accepted as valid or not having rejected any certificate or other document to such effect purporting to be issued by any such person and subsequently found to be forged or not authentic. A Written Resolution and/or Electronic Consent shall take effect as an Extraordinary Resolution. A Written Resolution and/or Electronic Consent will be binding on all Noteholders and holders of Coupons and Talons, whether or not they participated in such Written Resolution and/or Electronic Consent. 107 Schedule 4 Form of Exercise Notice for Redemption Option TELE2 AB (PUBL) (Incorporated with limited liability Additional provisions applicable to Virtual and/or Hybrid Meetings 34 The Issuer may decide to hold a virtual meeting or a hybrid meeting and, in the Kingdom of Sweden) €3,000,000,000 Guaranteed Euro Medium Term Note Programme guaranteed by TELE2 SVERIGE AB (Incorporated with limited liability in the Kingdom of Sweden) Series No. [●] By depositing this duly completed Notice with any Paying Agent or Transfer Agent for the Notes such case, shall provide details of the above Series (means for Noteholders or their proxies or representatives to attend, participate in and/or speak at the “Notes”) meeting, including the undersigned holder of such of the Notes as are, or are represented by the Certificate that is, surrendered with this Notice and referred to below irrevocably exercises its option to have such Notes, or the nominal amount of Notes specified below redeemed on [●] under Condition 6(e) of the Notes. This Notice relates to Notes in the aggregate nominal amount of [●], bearing the following certificate numbers: If the Notes (or the Certificate representing them) to which this Notice relates are electronic platform to be returned, or, in the case of a partial exercise of an option in respect of a single holding of Registered Notes, a new Certificate representing the balance of such holding in respect of which no option has been exercised is to be issued, to their holder, they should be returned by post to (1): [●] [●] Payment Instructions Please make payment in respect of the above Notes as follows:used.‌

Appears in 1 contract

Samples: Agency Agreement

Written Resolution. where Electronic Consent is not being sought, for the purpose of determining whether a Written Resolution has been validly passed, the Issuer and the Guarantor shall be entitled to rely on consent or instructions given in writing directly to the Issuer and/or the Guarantor, as the case may be, (a) by accountholders in the clearing system(s) with entitlements to such Global Note or Global Certificate and/or, (b) where the accountholders hold any such entitlement on behalf of another person, on written consent from or written instruction by the person identified by that accountholder as the person for whom such entitlement is held. For the purpose of establishing the entitlement to give any such consent or instruction, the Issuer and the Guarantor shall be entitled to rely on any certificate or other document issued by, in the case of (a) above, Euroclear, Clearstream, Luxembourg or any other relevant alternative clearing system (the “relevant clearing system”) and in the case of (b) above, the relevant clearing system and the accountholder identified by the relevant clearing system for the purposes of (b) above. Any resolution passed in such manner shall be binding on all Noteholders and Couponholders, even if the relevant consent or instruction proves to be defective. Any such certificate or other document shall be conclusive and binding for all purposes. Any such certificate or other document may comprise any form of statement or print out of electronic records provided by the relevant clearing system (including Euroclear’s EUCLID or Clearstream, Luxembourg’s CreationOnline system) in accordance with its usual procedures and in which the accountholder of a particular principal or nominal amount of the Notes is clearly identified together with the amount of such holding. The Neither the Issuer and/or nor the Guarantor shall not be liable to any person by reason of having accepted as valid or not having rejected any certificate or other document to such effect purporting to be issued by any such person and subsequently found to be forged or not authentic. A Written Resolution and/or Electronic Consent shall take effect as an Extraordinary Resolution. A Written Resolution and/or Electronic Consent will be binding on all Noteholders and holders of Coupons and TalonsCouponholders, whether or not they participated in such Written Resolution and/or Electronic Consent. 107 Schedule 4 Form of Exercise Redemption Notice for Redemption Option TELE2 AB HOLCIM FINANCE (PUBLLUXEMBOURG) (Incorporated with limited liability in the Kingdom of Sweden) S.A. 3,000,000,000 Guaranteed Euro Medium Term Note Programme 850,000,000 0.500 per cent. Sustainability-Linked Notes due 2031 guaranteed by TELE2 SVERIGE AB (Incorporated with limited liability in the Kingdom of Sweden) Series No. [●] LAFARGEHOLCIM LTD By depositing this duly completed Notice with any a Paying Agent or Transfer Agent for the above Notes of the above Series (the “Notes”) the undersigned holder of such of the Notes as are, or are represented by the Certificate that is, surrendered with this Notice and referred to below irrevocably exercises its option to have such Notes, or the nominal amount of Notes specified below redeemed on [●] under Condition 6(e5(d) of the Notes. This Notice relates to Notes in the aggregate nominal principal amount of [●], ] bearing the following certificate serial numbers: If the Notes (or the Certificate representing them) to which this Notice relates are to be returned, or, in the case of a partial exercise of an option in respect of a single holding of Registered Notes, a new Certificate representing the balance of such holding in respect of which no option has been exercised is to be issued, to their holder, they should be returned by post to (1): [●] [●] Payment Instructions Please make payment in respect of the above Notes as follows:

Appears in 1 contract

Samples: Fiscal Agency Agreement

Written Resolution. where Electronic Consent is not being sought, for the purpose of determining whether a Written Resolution has been validly passed, the Issuer and the Guarantor shall be entitled to rely on consent or instructions given in writing directly to the Issuer and/or the Guarantor, as the case may be, (a) by accountholders in the clearing system(s) with entitlements to such Global Note or Global Certificate and/or, (b) where the accountholders hold any such entitlement on behalf of another person, on written consent from or written instruction by the person identified by that accountholder as the person for whom such entitlement is held. For the purpose of establishing the entitlement to give any such consent or instruction, the Issuer and the Guarantor shall be entitled to rely on any certificate or other document issued by, in the case of (a) above, Euroclear, Clearstream, Luxembourg or any other relevant alternative clearing system (the “relevant clearing system”) and in the case of (b) above, the relevant clearing system and the accountholder identified by the relevant clearing system for the purposes of (b) above. Any resolution passed in such manner shall be binding on all Noteholders and Couponholders, even if the relevant consent or instruction proves to be defective. Any such certificate or other document shall be conclusive and binding for all purposes. Any such certificate or other document may comprise any form of statement or print out of electronic records provided by the relevant clearing system (including Euroclear’s EUCLID or Clearstream, Luxembourg’s CreationOnline system) in accordance with its usual procedures and in which the accountholder of a particular principal or nominal amount of the Notes is clearly identified together with the amount of such holding. The Issuer and/or the Guarantor shall not be liable to any person by reason of having accepted as valid or not having rejected any certificate or other document to such effect purporting to be issued by any such person and subsequently found to be forged or not authentic. A Written Resolution and/or Electronic Consent shall take effect as an Extraordinary Resolution. A Written Resolution and/or Electronic Consent will be binding on all Noteholders and holders of Coupons and Talons, whether or not they participated in such Written Resolution and/or Electronic Consent. 107 Schedule 4 Form of Exercise Notice for Redemption Option TELE2 AB (PUBL) (Incorporated with limited liability in the Kingdom of Sweden) €3,000,000,000 5,000,000,000 Guaranteed Euro Medium Term Note Programme guaranteed by TELE2 SVERIGE AB (Incorporated with limited liability in the Kingdom of Sweden) Series No. [●] By depositing this duly completed Notice with any Paying Agent or Transfer Agent for the Notes of the above Series (the “Notes”) the undersigned holder of such of the Notes as are, or are represented by the Certificate that is, surrendered with this Notice and referred to below irrevocably exercises its option to have such Notes, or the nominal amount of Notes specified below redeemed on [●] under Condition 6(e) of the Notes. This Notice relates to Notes in the aggregate nominal amount of [●], bearing the following certificate numbers: If the Notes (or the Certificate representing them) to which this Notice relates are to be returned, or, in the case of a partial exercise of an option in respect of a single holding of Registered Notes, a new Certificate representing the balance of such holding in respect of which no option has been exercised is to be issued, to their holder, they should be returned by post to (1): [●] [●] Payment Instructions Please make payment in respect of the above Notes as follows:

Appears in 1 contract

Samples: Agency Agreement

Written Resolution. where Electronic Consent is not being sought, for the purpose of determining whether a Written Resolution has been validly passed, the Issuer and the Guarantor shall be entitled to rely on consent or instructions given in writing directly to the Issuer and/or the Guarantor, as the case may beIssuer, (a) by accountholders in the clearing system(s) with entitlements to such Global Note or Global Certificate and/or, (b) where the accountholders hold any such entitlement on behalf of another person, on written consent from or written instruction by the person identified by that accountholder as the person for whom such entitlement is held. For the purpose of establishing the entitlement to give any such consent or instruction, the Issuer and the Guarantor shall be entitled to rely on any certificate or other document issued by, in the case of (a) above, Euroclear, Clearstream, Luxembourg or any other relevant alternative clearing system (the “relevant clearing system”) and in the case of (b) above, the relevant clearing system and the accountholder identified by the relevant clearing system for the purposes of (b) above. Any resolution passed in such manner shall be binding on all Noteholders and Couponholders, even if the relevant consent or instruction proves to be defective. Any such certificate or other document shall be conclusive and binding for all purposes. Any such certificate or other document may comprise any form of statement or print out of electronic records provided by the relevant clearing system (including Euroclear’s EUCLID or Clearstream, Luxembourg’s CreationOnline system) in accordance with its usual procedures and in which the accountholder of a particular principal or nominal amount of the Notes is clearly identified together with the amount of such holding. The Issuer and/or the Guarantor shall not be liable to any person by reason of having accepted as valid or not having rejected any certificate or other document to such effect purporting to be issued by any such person and subsequently found to be forged or not authentic. A Written Resolution and/or Electronic Consent shall take effect as an Extraordinary Resolution. A Written Resolution and/or Electronic Consent will be binding on all Noteholders and holders of Coupons and Talons, whether or not they participated in such Written Resolution and/or Electronic Consent. 107 Schedule 4 Form Additional provisions applicable to Virtual and/or Hybrid Meetings 33 The Issuer (with the Fiscal Agent’s prior approval) may decide to hold a virtual meeting or a hybrid meeting and, in such case, shall provide details of Exercise Notice the means for Redemption Option TELE2 AB Noteholders, or their proxies or representatives (PUBLif applicable), to attend, participate in and/or speak at the meeting, including the electronic platform to be used. 34 The Issuer or the chairperson (in each case, with the Fiscal Agent s prior approval) (Incorporated with limited liability may make any arrangement and impose any requirement or restriction as is necessary to ensure the identification of those entitled to take part in the Kingdom virtual meeting or hybrid meeting and the suitability of Sweden) €3,000,000,000 Guaranteed Euro Medium Term Note Programme guaranteed by TELE2 SVERIGE AB (Incorporated with limited liability in the Kingdom of Sweden) Series Noelectronic platform. [●] By depositing this duly completed Notice with any Paying Agent All documentation that is required to be passed between persons at or Transfer Agent for the Notes purposes of the above Series virtual meeting or persons attending the hybrid meeting via the electronic platform (the “Notes”in each case, in whatever capacity) the undersigned holder of such of the Notes as are, or are represented shall be communicated by the Certificate that is, surrendered with this Notice and referred to below irrevocably exercises its option to have such Notes, or the nominal amount of Notes specified below redeemed on [●] under Condition 6(e) of the Notes. This Notice relates to Notes in the aggregate nominal amount of [●], bearing the following certificate numbers: If the Notes email (or such other medium of electronic communication as the Certificate representing them) to which this Notice relates are to be returned, or, in the case of a partial exercise of an option in respect of a single holding of Registered Notes, a new Certificate representing the balance of such holding in respect of which no option has been exercised is to be issued, to their holder, they should be returned by post to (1): [●] [●] Payment Instructions Please make payment in respect of the above Notes as follows:Fiscal Agent may approve).

Appears in 1 contract

Samples: brand.issworld.com

Written Resolution. where Electronic Consent is not being sought, for the purpose of determining whether a Written Resolution has been validly passed, the Issuer and the Guarantor shall be entitled to rely on consent or instructions given in writing directly to the Issuer and/or the Guarantor, as the case may be, (ai) by accountholders in the clearing system(s) with entitlements to such Global Note or Global Certificate Registered Note and/or, (bii) where the accountholders hold any such entitlement on behalf of another person, on written consent from or written instruction by the person identified by that accountholder as the person for whom such entitlement is held. For the purpose of establishing the entitlement to give any such consent or instruction, the Issuer and the Guarantor shall be entitled to rely on any certificate or other document issued by, in the case of (ai) above, Euroclear, Clearstream, Luxembourg or any other relevant alternative clearing system (the “relevant clearing system”) and in the case of (bii) above, the relevant clearing system and the accountholder identified by the relevant clearing system for the purposes of (bii) above. Any resolution passed in such manner shall be binding on all Noteholders and CouponholdersNoteholders, even if the relevant consent or instruction proves to be defective. Any such certificate or other document shall be conclusive and binding for all purposes. Any such certificate or other document may comprise any form of statement or print out of electronic records provided by the relevant clearing system (including Euroclear’s EUCLID or Clearstream, Luxembourg’s CreationOnline system) in accordance with its usual procedures and in which the accountholder of a particular principal or nominal amount of the Notes is clearly identified together with the amount of such holding. The Issuer and/or the Guarantor shall not be liable to any person by reason of having accepted as valid or not having rejected any certificate or other document to such effect purporting to be issued by any such person and subsequently found to be forged or not authentic. A Written Resolution and/or Electronic Consent shall take effect as if it were an Extraordinary Resolution. A Written Resolution and/or Electronic Consent will be binding on all Noteholders and holders of Coupons and TalonsNoteholders, whether or not they participated in such Written Resolution and/or Electronic Consent. 107 Schedule 4 Form Additional provisions applicable to virtual meetings 22 The Issuer or the Guarantor (in each case, with the Fiscal Agent’s prior approval) may decide to hold a virtual meeting and, in such case, shall provide details of Exercise Notice for Redemption Option TELE2 AB (PUBL) (Incorporated with limited liability the means to attend and participate in the Kingdom of Sweden) €3,000,000,000 Guaranteed Euro Medium Term Note Programme guaranteed by TELE2 SVERIGE AB (Incorporated with limited liability in meeting, including the Kingdom of Sweden) Series No. [●] By depositing this duly completed Notice with any Paying Agent or Transfer Agent for the Notes of the above Series (the “Notes”) the undersigned holder of such of the Notes as are, or are represented by the Certificate that is, surrendered with this Notice and referred to below irrevocably exercises its option to have such Notes, or the nominal amount of Notes specified below redeemed on [●] under Condition 6(e) of the Notes. This Notice relates to Notes in the aggregate nominal amount of [●], bearing the following certificate numbers: If the Notes (or the Certificate representing them) to which this Notice relates are electronic platform to be returned, or, in the case of a partial exercise of an option in respect of a single holding of Registered Notes, a new Certificate representing the balance of such holding in respect of which no option has been exercised is to be issued, to their holder, they should be returned by post to (1): [●] [●] Payment Instructions Please make payment in respect of the above Notes as follows:used.

Appears in 1 contract

Samples: www.cellnextelecom.com

Written Resolution. where Electronic Consent is not being sought, for the purpose of determining whether a Written Resolution has been validly passed, the Issuer and the Guarantor shall be entitled to rely on consent or instructions given in writing directly to the Issuer and/or the Guarantor, as the case may be, (a) by accountholders in the clearing system(s) with entitlements to such Global Note or Global Certificate and/or, (b) where the accountholders hold any such entitlement on behalf of another person, on written consent from or written instruction by the person identified by that accountholder as the person for whom such entitlement is held. For the purpose of establishing the entitlement to give any such consent or instruction, the Issuer and the Guarantor shall be entitled to rely on any certificate or other document issued by, in the case of (a) above, Euroclear, Clearstream, Luxembourg or any other relevant alternative clearing system (the “relevant clearing system”) and in the case of (b) above, the relevant clearing system and the accountholder identified by the relevant clearing system for the purposes of (b) above. Any resolution passed in such manner shall be binding on all Noteholders and Couponholders, even if the relevant consent or instruction proves to be defective. Any such certificate or other document shall be conclusive and binding for all purposes. Any such certificate or other document may comprise any form of statement or print out of electronic records provided by the relevant clearing system (including Euroclear’s EUCLID or Clearstream, Luxembourg’s CreationOnline system) in accordance with its usual procedures and in which the accountholder of a particular principal or nominal amount of the Notes is clearly identified together with the amount of such holding. The Issuer and/or the Guarantor shall not be liable to any person by reason of having accepted as valid or not having rejected any certificate or other document to such effect purporting to be issued by any such person and subsequently found to be forged or not authentic. A Written Resolution and/or Electronic Consent shall take effect as an Extraordinary Resolution. A Written Resolution and/or Electronic Consent will be binding on all Noteholders and holders of Coupons Coupons, Talons and TalonsReceipts, whether or not they participated in such Written Resolution and/or Electronic Consent. 107 . Schedule 4 Form of Exercise Notice for Redemption Option TELE2 AB (PUBL) (Incorporated with limited liability in the Kingdom of Sweden) €3,000,000,000 Guaranteed Euro Medium Term Note NN GROUP N.V. Debt Issuance Programme guaranteed by TELE2 SVERIGE AB (Incorporated with limited liability in the Kingdom of Sweden) Series No. [●] By depositing this duly completed Notice with any Paying Agent or Transfer Agent for the Notes of the above Series (the “Notes”) the undersigned holder of such of the Notes as are, or are represented by the Certificate that is, surrendered with this Notice and referred to below irrevocably exercises its option to have such Notes, or the nominal amount of Notes specified below redeemed on [●] under Condition 6(e5(e) of the Notes. This Notice relates to Notes in the aggregate nominal amount of [], bearing the following certificate numbers: If the Notes (or the Certificate representing them) to which this Notice relates are to be returned, or, in the case of a partial exercise of an option in respect of a single holding of Registered Notes, a new Certificate representing the balance of such holding in respect of which no option has been exercised is to be issued, to their holder, they should be returned by post to (1): [●] [●] Payment Instructions Please make payment in respect of the above Notes as follows:

Appears in 1 contract

Samples: Agency Agreement

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Written Resolution. where Electronic Consent is not being sought, for the purpose of determining whether a Written Resolution has been validly passed, the Issuer and the Guarantor shall be entitled to rely on consent or instructions given in writing directly to the Issuer and/or the Guarantor, as the case may be, (a) by accountholders in the clearing system(s) with entitlements to such Global Note or Global Certificate and/or, (b) where the accountholders hold any such entitlement on behalf of another person, on written consent from or written instruction by the person identified by that accountholder as the person for whom such entitlement is held. For the purpose of establishing the entitlement to give any such consent or instruction, the Issuer and the Guarantor shall be entitled to rely on any certificate or other document issued by, in the case of (a) above, Euroclear, Clearstream, Luxembourg or any other relevant alternative clearing system (the “relevant clearing system”) and in the case of (b) above, the relevant clearing system and the accountholder identified by the relevant clearing system for the purposes of (b) above. Any resolution passed in such manner shall be binding on all Noteholders and Couponholders, even if the relevant consent or instruction proves to be defective. Any such certificate or other document shall be conclusive and binding for all purposes. Any such certificate or other document may comprise any form of statement or print out of electronic records provided by the relevant clearing system (including Euroclear’s EUCLID or Clearstream, Luxembourg’s CreationOnline system) in accordance with its usual procedures and in which the accountholder of a particular principal or nominal principal amount of the Notes is clearly identified together with the amount of such holding. The Issuer and/or the Guarantor shall not be liable to any person by reason of having accepted as valid or not having rejected any certificate or other document to such effect purporting to be issued by any such person and subsequently found to be forged or not authentic. A Written Resolution and/or Electronic Consent shall take effect as an Extraordinary Resolution. A Written Resolution and/or Electronic Consent will be binding on all Noteholders and holders of Coupons and Talons, whether or not they participated in such Written Resolution and/or Electronic Consent. 107 Schedule 4 Form of Exercise Notice for Redemption Option TELE2 AB (PUBL) (Incorporated with limited liability Additional provisions applicable to Virtual and/or Hybrid Meetings 34 The Issuer may decide to hold a virtual meeting or a hybrid meeting and, in the Kingdom of Sweden) €3,000,000,000 Guaranteed Euro Medium Term Note Programme guaranteed by TELE2 SVERIGE AB (Incorporated with limited liability in the Kingdom of Sweden) Series No. [●] By depositing this duly completed Notice with any Paying Agent or Transfer Agent for the Notes such case, shall provide details of the above Series (means for Noteholders or their proxies or representatives to attend, participate in and/or speak at the “Notes”) meeting, including the undersigned holder of such of the Notes as are, or are represented by the Certificate that is, surrendered with this Notice and referred to below irrevocably exercises its option to have such Notes, or the nominal amount of Notes specified below redeemed on [●] under Condition 6(e) of the Notes. This Notice relates to Notes in the aggregate nominal amount of [●], bearing the following certificate numbers: If the Notes (or the Certificate representing them) to which this Notice relates are electronic platform to be returned, or, in the case of a partial exercise of an option in respect of a single holding of Registered Notes, a new Certificate representing the balance of such holding in respect of which no option has been exercised is to be issued, to their holder, they should be returned by post to (1): [●] [●] Payment Instructions Please make payment in respect of the above Notes as follows:used.

Appears in 1 contract

Samples: Agency Agreement

Written Resolution. where Electronic Consent is not being sought, for the purpose of determining whether a Written Resolution has been validly passed, the Issuer Issuer, the Guarantor and the Guarantor Trustee shall be entitled to rely on consent or instructions given in writing directly to the Issuer Issuer, the Guarantor and/or the GuarantorTrustee, as the case may be, (a) by accountholders in the clearing system(s) with entitlements to such Global Note or Global Certificate and/or, and/or (b) where the accountholders hold any such entitlement on behalf of another person, on written consent from or written instruction by the person identified by that accountholder as the person for whom such entitlement is held. For the purpose of establishing the entitlement to give any such consent or instruction, the Issuer Issuer, the Guarantor and the Guarantor Trustee shall be entitled to rely on any certificate or other document issued by, in the case of (a) above, Euroclear, Clearstream, Luxembourg or any other relevant alternative clearing system Alternative Clearing System (the “relevant clearing system”) and and, in the case of (b) above, the relevant clearing system and the accountholder identified by the relevant clearing system for the purposes of (b) above. Any resolution passed in such manner shall be binding on all Noteholders and CouponholdersBondholders, even if the relevant consent or instruction proves to be defective. Any such certificate or other document shall shall, be conclusive and binding for all purposes. Any such certificate or other document may comprise any form of statement or print out of electronic records provided by the relevant clearing system (including Euroclear’s EUCLID or Clearstream, Luxembourg’s CreationOnline system) in accordance with its usual procedures and in which the accountholder of a particular principal or nominal amount of the Notes Bonds is clearly identified together with the amount of such holding. The Issuer and/or None of the Issuer, the Guarantor or the Trustee shall not be liable to any person by reason of having accepted as valid or not having rejected any certificate or other document to such effect purporting to be issued by any such person and subsequently found to be forged or not authentic. A Written Resolution and/or Electronic Consent shall take effect as an Extraordinary Resolution. A Written Resolution and/or Electronic Consent will be binding on all Noteholders and holders of Coupons and Talons, Bondholders whether or not they participated in such Written Resolution and/or Electronic Consent. 107 Schedule 4 Form of Exercise Notice for Redemption Option TELE2 AB (PUBL) (Incorporated with limited liability in the Kingdom of Sweden) €3,000,000,000 Guaranteed Euro Medium Term Note Programme guaranteed by TELE2 SVERIGE AB (Incorporated with limited liability in the Kingdom of Sweden) Series No. [●] By depositing this duly completed Notice with any Paying Agent or Transfer Agent for the Notes of the above Series (the “Notes”) the undersigned holder of such of the Notes as are, or are represented by the Certificate that is, surrendered with this Notice and referred to below irrevocably exercises its option to have such Notes, or the nominal amount of Notes specified below redeemed on [●] under Condition 6(e) of the Notes. This Notice relates to Notes in the aggregate nominal amount of [●], bearing the following certificate numbers: If the Notes (or the Certificate representing them) to which this Notice relates are to be returned, or, in the case of a partial exercise of an option in respect of a single holding of Registered Notes, a new Certificate representing the balance of such holding in respect of which no option has been exercised is to be issued, to their holder, they should be returned by post to (1): [●] [●] Payment Instructions Please make payment in respect of the above Notes as follows:.

Appears in 1 contract

Samples: Agency Agreement

Written Resolution. where Electronic Consent is not being sought, for the purpose of determining whether a Written Resolution has been validly passed, the Issuer Issuer, the Guarantor and the Guarantor Trustee shall be entitled to rely on consent or instructions given in writing directly to the Issuer , the Guarantor and/or the GuarantorTrustee, as the case may be, (a) by accountholders in the clearing system(s) system with entitlements to such Global Note or Global Certificate and/or, (b) where the accountholders hold any such entitlement on behalf of another person, on written consent from or written instruction by the person identified by that accountholder as the person for whom such entitlement is held. For the purpose of establishing the entitlement to give any such consent or instruction, the Issuer Issuer, the Guarantor and the Guarantor Trustee shall be entitled to rely on any certificate or other document issued by, in the case of (a) above, Euroclear, Clearstream, Luxembourg or any other relevant alternative clearing system (the "relevant clearing system") and and, in the case of (b) above, the relevant clearing system and the accountholder identified by the relevant clearing system for the purposes of (b) above. Any resolution passed in such manner shall be binding on all Noteholders and Couponholders, even if the relevant consent or instruction proves to be defective. Any such certificate or other document shall shall, be conclusive and binding for all purposes. Any such certificate or other document may comprise any form of statement or print out of electronic records provided by the relevant clearing system (including Euroclear’s 's EUCLID or Clearstream, Luxembourg’s 's CreationOnline system) in accordance with its usual procedures and in which the accountholder of a particular principal or nominal principal amount of the Notes is clearly identified together with the amount of such holding. The Issuer and/or None of the Issuer, the Guarantor nor the Trustee shall not be liable to any person by reason of having accepted as valid or not having rejected any certificate or other document to such effect purporting to be issued by any such person and subsequently found to be forged or not authentic. A Written Resolution and/or Electronic Consent shall take effect as an Extraordinary Resolution. A Written Resolution and/or Electronic Consent will be binding on all Noteholders and holders of Coupons and TalonsNoteholders, whether or not they participated in such Written Resolution and/or Electronic Consent. 107 Schedule 4 Form of Exercise Notice for Redemption Option TELE2 AB (PUBL) (Incorporated with limited liability in the Kingdom of Sweden) €3,000,000,000 Guaranteed Euro Medium Term Note Programme guaranteed by TELE2 SVERIGE AB (Incorporated with limited liability in the Kingdom of Sweden) Series No. [●] By depositing this duly completed Notice with any Paying Agent or Transfer Agent for the Notes of the above Series (the “Notes”) the undersigned holder of such of the Notes as are, or are represented by the Certificate that is, surrendered with this Notice and referred to below irrevocably exercises its option to have such Notes, or the nominal amount of Notes specified below redeemed on [●] under Condition 6(e) of the Notes. This Notice relates to Notes in the aggregate nominal amount of [●], bearing the following certificate numbers: If the Notes (or the Certificate representing them) to which this Notice relates are to be returned, or, in the case of a partial exercise of an option in respect of a single holding of Registered Notes, a new Certificate representing the balance of such holding in respect of which no option has been exercised is to be issued, to their holder, they should be returned by post to (1): [●] [●] Payment Instructions Please make payment in respect of the above Notes as follows:.

Appears in 1 contract

Samples: www.gtcgroup.com

Written Resolution. where Electronic Consent is not being sought, for the purpose of determining whether a Written Resolution has been validly passed, the Issuer and the Guarantor shall be entitled to rely on consent or instructions given in writing directly to the Issuer and/or the Guarantor, as the case may be, (a) by accountholders in the clearing system(s) with entitlements to such Global Note or Global Certificate and/or, (b) where the accountholders hold any such entitlement on behalf of another person, on written consent from or written instruction by the person identified by that accountholder as the person for whom such entitlement is held. For the purpose of establishing the entitlement to give any such consent or instruction, the Issuer and the Guarantor shall be entitled to rely on any certificate or other document issued by, in the case of (a) above, Euroclear, Clearstream, Luxembourg or any other relevant alternative clearing system (the “relevant clearing system”) and in the case of (b) above, the relevant clearing system and the accountholder identified by the relevant clearing system for the purposes of (b) above. Any resolution passed in such manner shall be binding on all Noteholders and Couponholders, even if the relevant consent or instruction proves to be defective. Any such certificate or other document shall be conclusive and binding for all purposes. Any such certificate or other document may comprise any form of statement or print out of electronic records provided by the relevant clearing system (including Euroclear’s EUCLID or Clearstream, Luxembourg’s CreationOnline system) in accordance with its usual procedures and in which the accountholder of a particular principal or nominal principal amount of the Notes is clearly identified together with the amount of such holding. The Issuer and/or the Guarantor shall not be liable to any person by reason of having accepted as valid or not having rejected any certificate or other document to such effect purporting to be issued by any such person and subsequently found to be forged or not authentic. A Written Resolution and/or Electronic Consent shall take effect as an Extraordinary Resolution. A Written Resolution and/or Electronic Consent will be binding on all Noteholders and holders of Coupons and Talons, whether or not they participated in such Written Resolution and/or Electronic Consent. 107 . Schedule 4 Form of Exercise Put Option Notice for Redemption Option TELE2 AB (PUBL) (Incorporated with limited liability in the Kingdom of Sweden) €3,000,000,000 Guaranteed OTP BANK NYRT. Euro Medium Term Note Programme guaranteed by TELE2 SVERIGE AB (Incorporated with limited liability in the Kingdom of Sweden) Series No. [●] By depositing this duly completed Notice with any Paying Agent or Transfer Agent for the Notes of the above Series (the “Notes”) the undersigned holder of such of the Notes as are, or are represented by the Certificate that is, surrendered with this Notice and referred to below irrevocably exercises its option to have such Notes, or the nominal principal amount of Notes specified below redeemed on [●] under Condition 6(e10(f) of the Notes. This Notice relates to Notes in the aggregate nominal principal amount of [●], bearing the following certificate numbers: If the Notes (or the Certificate representing them) to which this Notice relates are to be returned, or, in the case of a partial exercise of an option in respect of a single holding of Registered Notes, a new Certificate representing the balance of such holding in respect of which no option has been exercised is to be issued, to their holder, they should be returned by post to (1): [●] [●] Payment Instructions Please make payment in respect of the above Notes as follows:

Appears in 1 contract

Samples: Agency Agreement

Written Resolution. where Electronic Consent is not being sought, for the purpose of determining whether a Written Resolution has been validly passed, the Issuer Issuer, the Guarantor and the Guarantor Trustee shall be entitled to rely on consent or instructions given in writing directly to the Issuer Issuer, the Guarantor and/or the GuarantorTrustee, as the case may be, (a) by accountholders in the clearing system(s) system with entitlements to such Global Note or Global Certificate and/or, (b) where the accountholders hold any such entitlement on behalf of another person, on written consent from or written instruction by the person identified by that accountholder as the person for whom such entitlement is held. For the purpose of establishing the entitlement to give any such consent or instruction, the Issuer Issuer, the Guarantor and the Guarantor Trustee shall be entitled to rely on any certificate or other document issued by, in the case of (a) above, Euroclear, Clearstream, Luxembourg or any other relevant alternative clearing system (the “relevant clearing system”) and and, in the case of (b) above, the relevant clearing system and the accountholder identified by the relevant clearing system for the purposes of (b) above. Any resolution passed in such manner shall be binding on all Noteholders and CouponholdersNoteholders, even if the relevant consent or instruction proves to be defective. Any such certificate or other document shall shall, be conclusive and binding for all purposes. Any such certificate or other document may comprise any form of statement or print out of electronic records provided by the relevant clearing system (including Euroclear’s EUCLID or Clearstream, Luxembourg’s CreationOnline system) in accordance with its usual procedures and in which the accountholder of a particular principal or nominal amount of the Notes is clearly identified together with the amount of such holding. The Issuer and/or None of the Issuer, the Guarantor and the Trustee shall not be liable to any person by reason of having accepted as valid or not having rejected any certificate or other document to such effect purporting to be issued by any such person and subsequently found to be forged or not authentic. A Written Resolution and/or Electronic Consent shall take effect as an Extraordinary Resolution. A Written Resolution and/or Electronic Consent will be binding on all Noteholders and holders of Coupons and TalonsNoteholders, whether or not they participated in such Written Resolution and/or Electronic Consent. 107 Schedule 4 Form of Exercise Notice for Redemption Option TELE2 AB (PUBL) (Incorporated with limited liability in the Kingdom of Sweden) €3,000,000,000 Guaranteed Euro Medium Term Note Programme guaranteed by TELE2 SVERIGE AB (Incorporated with limited liability in the Kingdom of Sweden) Series No. [●] By depositing this duly completed Notice with any Paying Agent or Transfer Agent for the Notes of the above Series (the “Notes”) the undersigned holder of such of the Notes as are, or are represented by the Certificate that is, surrendered with this Notice and referred to below irrevocably exercises its option to have such Notes, or the nominal amount of Notes specified below redeemed on [●] under Condition 6(e) of the Notes. This Notice relates to Notes in the aggregate nominal amount of [●], bearing the following certificate numbers: If the Notes (or the Certificate representing them) to which this Notice relates are to be returned, or, in the case of a partial exercise of an option in respect of a single holding of Registered Notes, a new Certificate representing the balance of such holding in respect of which no option has been exercised is to be issued, to their holder, they should be returned by post to (1): [●] [●] Payment Instructions Please make payment in respect of the above Notes as follows:.

Appears in 1 contract

Samples: masrei.com

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