Qualifying Equivalent Securities means securities which have terms not being materially less favourable to the interests of the Noteholders as determined by the senior management of the Issuer in consultation with an Independent Agent, and provided that a certification to such effect shall have been delivered by an authorised officer of the Issuer to the Fiscal Agent (including as to the consultation with the Independent Agent and in respect of the matters specified in (i) to (vi) below) for the benefit of the Noteholders prior to the variation or substitution (upon which the Fiscal Agent shall be entitled to rely without liability to any person) and which:
Qualifying Equivalent Securities means securities substituting the NCPCS or the Sub Notes (as the case may be), or the NCPCS or the Sub Notes or the Stapled Securities (as the case may be) after their terms have been varied under this Clause:
Qualifying Equivalent Securities has the meaning set forth in Section 2.08(d).
Examples of Qualifying Equivalent Securities in a sentence
If Qualifying Equivalent Securities are substituted for the NCPCS, the amount of Qualifying Equivalent Securities to be given in substitution for each NCPCS shall be equal to the original principal amount of the NCPCS.
If a Regulatory Event or a Rating Methodology Event occurs, the Issuer may, at any time, without any requirement for the consent or approval of the Noteholders, vary the Conditions or exchange all (and not some only) of the Notes for other Notes, so that the varied Notes or the exchanged Notes, as the case may be, become Qualifying Equivalent Securities.
If Qualifying Equivalent Securities are substituted for the Sub Notes, the amount of Qualifying Equivalent Securities to be given in substitution will be equal to the original principal amount of the Sub Notes.
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The NCPCS Issuer or the Sub Notes Issuer may, subject to obtaining the Approvals and compliance with applicable law, but without any requirement for the consent or approval of the holders of the Stapled Securities, substitute at any time all (but not in part) of the NCPCS or Sub Notes for, or vary the terms of the NCPCS or Sub Notes or Stapled Securities to become, Qualifying Equivalent Securities if: 1.
More Definitions of Qualifying Equivalent Securities
Qualifying Equivalent Securities means securities which have terms not materially less favorable to the Holders than the Notes, as reasonably determined by the Issuer in consultation with an independent investment bank, consulting firm or comparable expert of international standing on the subject, and which (i) satisfy the criteria for the eligibility for inclusion of the proceeds of the Notes, under the Applicable Supervisory Regulations; (ii) contain terms providing for the same interest rate and interest payment dates applying to the Notes;
Qualifying Equivalent Securities means securities which have terms not materially less favorable to the Holders than the Subordinated Notes, as reasonably determined by the Issuer, and which:
(1) contain terms which comply with then current requirements in relation to Tier 2 Capital under the Applicable Supervisory Regulations;
(2) contain terms providing for the same interest rate and Interest Payment Dates from time to time applying to the Subordinated Notes;
(3) contain new terms providing for mandatory deferral of payments of interest and/or principal only if such terms are not materially less favorable to the Holders than the mandatory deferral provisions contained in Section 2.02(d);
(4) rank senior to or have the same ranking as the Subordinated Notes;
(5) preserve the obligations (including the obligations arising from the exercise of any right) of the Issuer as to redemption of the Subordinated Notes, including (without limitation) as to timing of, and amounts payable upon such redemption;
(6) do not contain terms providing for loss absorption through principal write-down or conversion to ordinary shares; and
(7) preserve any rights under the Conditions to Redemption to any accrued interest and Arrears of Interest, and any existing rights to other amounts payable under the Subordinated Notes which has accrued to Holders and not been paid.
Qualifying Equivalent Securities means securities which have terms not being prejudicial to the interests of the Noteholders as determinetdhebysenior management of
Qualifying Equivalent Securities has the meaning specified under Section 3.04(d).
Qualifying Equivalent Securities means any securities having terms not materially less favorable to the Holders than the Notes, as reasonably determined by the Company in consultation with an independent investment bank, consulting firm or comparable expert of international standing on the subject, and which (i) satisfy the criteria for the eligibility for inclusion of the proceeds of the Notes, under the Applicable Supervisory Regulations; (ii) contain terms providing for the same interest rate and interest payment dates applying to the Notes; (iii) rank senior to the Notes or are Parity Securities; (iv) preserve all obligations as to repayment of the Notes, including (without limitation) as to timing of such repayment (including preserving the same Scheduled Maturity Date and Final Maturity Date); (v) do not contain terms providing for loss absorption through principal write-down or conversion to ordinary shares; and (vi) preserve any rights to any accrued and unpaid interest, and any existing rights to other amounts payable under the Notes (including, for the avoidance of doubt, any right to Arrears of Interest or Additional Amounts) which has accrued to Holders and not been paid.
Qualifying Equivalent Securities means securities which have terms not materially less favorable to the Holders than the Notes, as reasonably determined by the Company or the Guarantor in consultation with an independent investment bank, consulting firm or comparable expert of international standing on the subject, and which:
(i) satisfy the criteria for the eligibility for inclusion of the proceeds of the Notes, under the Applicable Supervisory Regulations;
(ii) contain terms providing for the same interest rate and Interest Payment Dates applying to the Notes;
(iii) rank senior to or have the same ranking as the Notes;
(iv) preserve all obligations as to repayment of the Notes, including (without limitation) as to timing of such repayment (including preserving the same Scheduled Maturity Date and Final Maturity Date);
(v) do not contain terms providing for loss absorption through principal write-down or conversion to ordinary shares; and
(vi) preserve any rights to any accrued and unpaid interest, and any existing rights to other amounts payable under the Notes which has accrued to Holders and not been paid.
Qualifying Equivalent Securities means securities which have terms not materially less favorable to the Holders than the Notes, as reasonably determined by the Issuer in consultation with an independent investment bank, consulting firm or comparable expert of international standing on the subject, and which (i) satisfy the criteria for the eligibility for inclusion of the proceeds of the Notes, under the Applicable Supervisory Regulations; (ii) contain terms providing for the same interest rate and interest payment dates applying to the Notes; (iii) rank senior to or have the same ranking as the Notes; (iv) preserve all obligations as to repayment of the Notes, including (without limitation) as to timing of such repayment (including preserving the same Scheduled Maturity Date and Final Maturity Date); (v) do not contain terms providing for loss absorption through principal write-down or conversion to ordinary shares; and (vi) preserve any rights to any accrued and unpaid interest, and any existing rights to other amounts payable under the Notes which has accrued to Holders and not been paid. A “Rating Agency Event” shall be deemed to have occurred if any nationally recognized statistical rating organization, as defined in Section 3(a)(62) of the Exchange Act, that then publishes a rating for the Guarantor (a “Rating Agency”) amends, clarifies or changes the criteria it uses to assign equity credit to securities such as the Notes, which amendment, clarification or change results in (1) the shortening of the length of time the Notes are assigned a particular level of equity credit by that Rating Agency as compared to the length of time they would have been assigned that level of equity credit by that Rating Agency or its predecessor on the initial issuance of the Notes; or (2) the lowering of the equity credit (including up to a lesser amount) assigned to the Notes by that Rating Agency as compared to the equity credit assigned by that Rating Agency or its predecessor on the initial issuance of the Notes.