Should. the quotation of the [Reference Asset] [respective Basket Componet] at the Relevant Ex- change be finally discontinued and no Substitute Relevant Exchange or Substitute Futures Exchange could be determined, or - the Calculation Agent come to the conclusion that no reasonable adjustment is possible to account for the relevant measure of the company that has issued the [Reference Asset] [re- spective Basket Component] or the relevant third party, the Issuer is entitled to terminate the Certificates early by giving notice pursuant to § 11 (which notice shall specify the Cancellation Amount). Such termination shall become effective at the time of the an- nouncement pursuant to § 11. In that case, the Calculation Agent shall [●] Banking Days before the day of early repayment (the "Early Repayment Determination Date") [after having consulted an inde- pendent expert named by the Calculation Agent] determine the reasonable market value of the Certifi- ▇▇▇▇▇ (the "Cancellation Amount"). The Cancellation Amount will be paid within [five] [●] Banking Days as of its determination to the Clearing System or to its order with the instruction for immediate forwarding to the Certificateholders.] [Other method to determine adjustments and early termina- tion]] [with respect to bonds as Basket Components the following provisions shall apply:] [(1) The Calculation Agent shall be authorised, in its reasonable discretion, to adjust the method for the determination of the Redemption Amount upon the occurrence of any of the following events: - the entity that has issued the [Reference Asset] [respective Basket Component] or a third party takes a measure, which would in the reasonable discretion of the Calculation Agent, affect the [Reference Asset] [respective Basket Component] (e.g. termination or repurchase of the [Reference Asset] [respective Basket Component] by its respective issuer, or debt re- scheduling in general), or - the Determining Futures Exchange performs an early termination of the respective Deriva- tives outstanding linked to the [Reference Asset] [respective Basket Component], or - the Determining Futures Exchange performs an adjustment to the respective Derivatives outstanding linked to the [Reference Asset] [respective Basket Component]. When determining the necessity of an adjustment, the Calculation Agent will take into account the ad- justment of the respective Derivatives linked to the [Reference Asset] [respective Basket Component] actually performed by the Determining Futures Exchange. The Calculation Agent will use reasonable endeavours as to ensure that the economic position of the Certificateholders remains unchanged to the largest extent possible. Any adjustment will be made by the Calculation Agent taking into account the time to maturity of the Certificates (if applicable) and the latest available price for the [Reference As- set] [respective Basket Component]. If the Calculation Agent determines that, pursuant to the rules of the Determining Futures Exchange, no adjustments are made to the Derivatives linked to the [Refer- ence Asset] [respective Basket Component], the terms of the Certificates will regularly remain un- changed. The adjusted method to determine the Redemption Amount and the time of its initial appli- cation shall be published in due course in accordance with § 11.
Appears in 3 contracts
Sources: Investment Certificates Negotiation, Investment Certificates Negotiation, Investment Certificates Negotiation
Should. the quotation of the [Reference Asset] [respective Basket ComponetComponent] at the Relevant Ex- change be finally discontinued and no Substitute Relevant Stock Exchange or Substitute Futures Exchange Ex- change could be determined, or - the Calculation Agent come to the conclusion that no reasonable adjustment is possible to account for the relevant measure of the company that has issued the [Reference Asset] [re- spective Basket Component] or the relevant third party, or - the [Reference Asset] [respective Basket Component] becomes due prior to its scheduled maturity upon the occurrence of an event of default (as determined in accordance with the terms and conditions of such [Reference Asset] [respective Basket Component]), the Issuer is entitled to terminate the Certificates early by giving notice pursuant to § 11 (which notice shall specify the Cancellation Amount). Such termination shall become effective at the time of the an- nouncement pursuant to § 11. In that case, the Calculation Agent shall [●] Banking Days before the day of early repayment (the "Early Repayment Determination Date") [after having consulted an inde- pendent expert named by the Calculation Agent] determine the reasonable market value of the Certifi- ▇▇▇▇▇ Certificates (the "Cancellation Amount"). The Cancellation Amount will be paid within [five] [●] Banking Days as of its determination to the Clearing System or to its order with the instruction for immediate forwarding for- warding to the Certificateholders.] [Other method to determine adjustments and early termina- tion]] [with respect to bonds [commodities][and][future contracts] as Basket Components the following provisions shall applyap- ply:] [(1) The Calculation Agent shall be authorised, in its reasonable discretion, to adjust the method basis for the determination of calculating the Redemption Amount upon shall be the occurrence of any of the following events: - the entity that has issued [commodity] [and] [future contract] specified as the [Reference Asset] [respective Basket Component] or a third party takes a measure, which would in with the reasonable discretion method of price determi- nation and the Calculation Agent, affect trading conditions applicable on the [Reference Asset] [respective Basket Component] Market (e.g. termination or repurchase of the [Reference Asset] [respective Basket Component] by its respective issuer, or debt re- scheduling in general), or - the Determining Futures Exchange performs an early termination of the respective Deriva- tives outstanding linked to the [Reference Asset] [respective Basket Component], or - the Determining Futures Exchange performs an adjustment to the respective Derivatives outstanding linked to the [Reference Asset] [respective Basket Component]. When determining the necessity of an adjustment, the Calculation Agent will take into account the ad- justment of the respective Derivatives linked to the [Reference Asset] [respective Basket Component] actually performed by the Determining Futures Exchange. The Calculation Agent will use reasonable endeavours as to ensure that the economic position of the Certificateholders remains unchanged to the largest extent possible. Any adjustment will be made by the Calculation Agent taking into account the time to maturity of the Certificates (if applicable) and the latest available price for the [Reference As- set] [respective Basket Component]. If the Calculation Agent determines that, pursuant to the rules of the Determining Futures Exchange, no adjustments are made to the Derivatives linked to the [Refer- ence Asset] [respective Basket Component], the terms of the Certificates will regularly remain un- changed. The adjusted method to determine composi- tion, the Redemption Amount and quality, the time quantity [,] [or] the currency of its initial appli- cation shall be published in due course in accordance with § 11trading [or the expiry dates]).
Appears in 3 contracts
Sources: Investment Certificates Negotiation, Investment Certificates Negotiation, Investment Certificates Negotiation
Should. the quotation of the [Reference Asset] [respective Basket ComponetComponent] at the Relevant Ex- change be finally discontinued and no Substitute Relevant Stock Exchange or Substitute Futures Exchange Ex- change could be determined, or - the Calculation Agent come to the conclusion that no reasonable adjustment is possible to account for the relevant measure of the company that has issued issuer of the [Reference Asset] [re- spective respective Basket Component] or the relevant third party, or - the [Reference Asset] [respective Basket Component] become due prior to its scheduled maturity upon the occurrence of an event of default (as determined in accordance with the terms and conditions of the [Reference Asset] [respective Basket Component]), the Issuer is entitled to terminate the Certificates early by giving notice pursuant to § 11 (which notice shall specify the Cancellation Amount). Such termination shall become effective at the time of the an- nouncement pursuant to § 11. In that case, the Calculation Agent shall [●] Banking Days before the day of early repayment (the "Early Repayment Determination Date") [after having consulted an inde- pendent expert named by the Calculation Agent] determine the reasonable market value of the Certifi- ▇▇▇▇▇ Certificates (the "Cancellation Amount"). The Cancellation Amount will be paid within [five] [●] Banking Days as of its determination to the Clearing System or to its order with the instruction for immediate forwarding for- warding to the Certificateholders.] [Other method to determine adjustments and early termina- tion]] [with respect to bonds interest rates as Basket Components Component the following provisions shall apply:] [(1) The Calculation Agent shall be authorised, in its reasonable discretion, to adjust If the method Screen Page for the determination of the Redemption Amount upon the occurrence of any of the following events: - the entity that has issued the [Reference Asset] [respective Basket Component] at the specified time is not avail- able or if the Reference Price for the [Reference Asset] [respective Basket Component] is not displayed on the Screen Page, the Reference Price shall be the [●]rate (expressed as a third party takes a measure, which would percentage per annum.) as displayed on the corresponding page of another financial information service. If the above-mentioned Reference Price is no longer displayed in the reasonable discretion one of the above forms, the Calculation Agent, affect Agent is entitled to specify a [●]rate (expressed as a percentage per annum) calculated on the basis of the standard market practices applicable at that time as the Ref- erence Price. In this case the Calculation Agent is entitled but not obliged to request from reference banks their respective quotes for the [●]rate corresponding to the [Reference Asset] [respective Basket Component] (e.g. termination or repurchase ex- pressed as a percentage rate per annum.) at the Relevant Time on the Calculation Date concerned. If at least [two] [●] of the reference banks have provided a corresponding quote to the Issuer, the Reference Price may be determined using the arithmetic average calculated by the Issuer (if necessary rounded to the nearest one thou- sandth of a percent) of the quotes specified by these reference banks.] [Other method to determine relevant interest rate if Screen Page is not available]] [in case of Certificates not related to a Reference Asset: (intentionally left out)]
(1) The Issuer has the right, with effect to the [insert "regular" Call Date(s)] of every year but not be- fore [insert First Call Date] (each such date a "Call Date") to terminate all, but not a portion, of the Certificates.
(2) The Issuer must give notice of the call at least [•] [days] [months] in advance of the respective Call Date in accordance with § 11. The notice is irrevocable and must indicate the Call Date.
(3) In the event of a call by the Issuer, redemption of each certificate is made on the [fifth] [•] Banking Day after the respective Call Date in accordance with § 6.
(4) The Certificateholder’s right to exercise the Certificates with effect to an Exercise Date is not affected by a call by the Issuer.] § 6 (Payments)
(1) The Issuer undertakes to pay the Redemption Amount [,the amount of interest][, the Additional Amount] and all other amounts owed under these Terms and Conditions in the Specified Currency on [the [fifth] [•] Banking Day following the][Valuation Date] [Maturity Date] or, as the case may be, the relevant [Interest Payment Date][Additional Amount Payment Date].
(2) If the due date for any payment under the Certificates is not a Banking Day, such payment shall only be made on the immediately following Banking Day and no Certificateholder shall have any claim for interest or other amounts due to such delay. [A "Banking Day" within the meaning of this § 6 means each day, [on which commercial banks in [Luxembourg] [Munich] [if required, insert other rele- vant financial centers] are open for regular business] [and] [, on which transactions can be effected at the [Relevant Exchange] [and the] [Determining Futures Exchange] [and] [payments can be effected via the Trans-European Automated Real-time Gross settlement Express Transfer System ("TAR- GET")] [insert other manner of determination of Banking Days].].] [(2)/(3)] All payments shall be made to the Issuing and Paying Agent (as defined in § 7). The Issuing and Pay- ing Agent shall pay all amounts due to the Clearing System for credit to the respective accounts of the depositors of the Certificates for transfer to the Certificateholders. The payment to the Clearing Sys- tem shall discharge the Issuer from its payment obligations under the Certificates in the amount of such payment. [(3)/(4)] Delivery of Reference Assets and payment of any Supplemental Cash Amount shall be made within [five] [•] Banking Days after the [Valuation Date] [Maturity Date] (the "Delivery Period") to the Clearing System for credit to the accounts of the relevant depository banks of the Certificateholders. All costs, incl. possible custody fees, exchange turnover taxes, stamp taxes or transaction fees and/or other taxes or levies (together the "Delivery Costs"), incurred as a result of the delivery of the Refer- ence Assets, shall be borne by the respective Certificateholder. Subject to the provisions of these Terms and Conditions, the Reference Assets shall be delivered at the Certificateholder’s own risk. If the due date of any delivery or payment is not a Banking Day, such delivery or payment shall be made on the next following Banking Day. Such delay will not constitute any entitlement to interest or other payments. The Issuer shall not be obligated to forward to the Certificateholders any notifications or documents of [the issuer of the Reference Asset] [respective Basket Component•] by its respective issuerthat were provided to the Issuer prior to such de- livery of Reference Assets, even if such notifications or debt re- scheduling in general), or - the Determining Futures Exchange performs an early termination other documents refer to events that occurred after delivery of the respective Deriva- tives outstanding linked Reference Assets. During the Delivery Period the Issuer shall not be obligated to exercise any rights that under the Reference Assets. The Issuer shall be entitled to claims in Reference Assets that exist prior to or on the Maturity Date, provided that the day, on which the Reference As- sets are traded for the first time on the [Relevant Exchange] [•] "ex" such claim, falls on the Certifi- cate’s [Valuation Date] [Maturity Date] or prior to such [Valuation Date] [Maturity Date]. [(4)/(5)] If, in the opinion of the Calculation Agent, an event outside of the Issuer’s control, which results in the Issuer not being able, in good faith, to deliver the Reference Assets pursuant to the Terms and Conditions of the Certificates (such event being referred to as a "Transaction Disturbance") has oc- curred prior to delivery of the Reference Assets and continues to exist on the [Reference AssetValuation Date] [respective Basket ComponentMatur- ity Date], or - then the Determining Futures Exchange performs an adjustment first day of the Delivery Period shall be postponed to the respective Derivatives outstanding linked next Banking Day, on which no such Transaction Disturbance exists. The Certificateholders shall be notified accordingly pursuant to §11. The Certificateholders shall not be entitled to interest payment or other amounts, if a delay in the [delivery of Reference Asset] [respective Basket Component]Assets occurs in accordance with this paragraph, and the Issuer shall not be liable in this respect. When determining In the necessity event of an adjustment, a Transaction Disturbance at the discretion of the Calculation Agent will take into account and the ad- justment Issuer the Certificates may be redeemed at the Cash Value of the respective Derivatives linked Redemp- tion Price. The "Cash Value of the Redemption Price" is an amount determined by the Calculation Agent in good faith on the basis of the stock exchange or market price of the Reference Assets on the Valuation Date or, should such stock exchange or market prices not be available, the volume weighted average of the stock exchange or market prices in a period of [•] or, should such volume weighted av- erage not be available, an amount determined by the Calculation Agent in its sole discretion.]
(1) The Issuing and Paying Agent is Bayerische Hypo- und Vereinsbank AG, Munich (the "Issuing and Paying Agent"). The Issuing and Paying Agent, by giving notice under § 11, may appoint other banks as paying agents (each a "Paying Agent") and may revoke the appointment of a particular Paying Agent.
(2) The Calculation Agent is [Bayerische Hypo- und Vereinsbank AG, Munich] [specify other entity appointed as Calculation Agent] (the "Calculation Agent").
(3) Should any circumstances arise that lead to the [Reference Asset] [respective Basket Component] actually performed by Issuing and Paying Agent or Calculation Agent no longer being able to act as Issuing and Paying Agent or Calculation Agent, the Determining Futures ExchangeIssuer is thereupon au- thorized to appoint another bank of international standing as Issuing and Paying Agent or another per- son or institution with the relevant expertise as Calculation Agent. The Issuer shall promptly give no- tice under § 11 of the appointment of another Issuing and Paying Agent and/or Calculation Agent.
(4) The Issuing and Paying Agent and the Calculation Agent are exempted from the restrictions of Civil Code § 181 and similar restrictions, if any, in the laws of other countries.
(5) The calculations and regulations of the Calculation Agent including the calculation of the Redemption Amount in accordance with § 3 as well as the regulations and adjustments pursuant to § 4 and § 5 shall (provided no obvious error is present) be final and binding for all parties. The Calculation Agent will use reasonable endeavours as shall not be responsible for other errors or bona fide omissions that occur during calculation of amounts or determinations of any nature pursuant to ensure that the economic position these Terms and Conditions of the Certificateholders remains unchanged to the largest extent possibleCertificates. Any adjustment will be made by the Calculation Agent taking into account the time to maturity § 8 (Taxes) Payments in respect of the Certificates shall only be made after deduction and withholding of current or future taxes, levies or governmental charges, regardless of their nature, which are imposed, levied or collected (if applicablecollec- tively, "taxes") under any applicable system of law or in any country which claims fiscal jurisdiction by, or for the account of, any political subdivision thereof or government agency therein authorised to ▇▇▇▇ taxes, to the extent that such deduction or withholding is required by law. The Issuer shall account for the deducted or with- held taxes with the competent government agencies. § 9 (Status) The obligations arising under the Certificates represent direct, unconditional and unsecured obligations of the Issuer and, to the extent not otherwise provided by law, have at least the same rank as all other unsecured and non-subordinated Issuer obligations. § 10 (Substitution of Issuer)
(1) Assuming there is no delay in payment of the Certificates, the Issuer may at any time, without ap- ▇▇▇▇▇▇ of the Certificateholders, put an Affiliated Company (as defined below) in its place as primary obligor on all obligations of the Issuer arising under the Certificates (the "New Obligor / Issuer"), to the extent that
(a) the New Obligor assumes all obligations of the Issuer arising under the Certificates;
(b) the Issuer guarantees proper payment of the amounts coming due under the terms and condi- tions of these Certificates;
(c) the Issuer and the latest available price for New Obligor have obtained all required approvals and are able to transfer the [Reference As- set] [respective Basket Component]. If payment obligations arising under these Certificates in the Calculation Agent determines that, pursuant currency hereby required to the rules primary Paying Agent, without the need for retention of any taxes or charges collected by or in the country in which the New Obligor or the Issuer has its head office or in which it is considered a resident for tax purposes;
(d) the New Obligor has undertaken to indemnify all certificate holders for any taxes, charges or other public charges that are imposed on the certificate holders by reason of the Determining Futures Exchange, no adjustments are made to substitution.
(e) For purposes of this § 10 "Affiliated Company" means an Affiliated Company within the Derivatives linked to the [Refer- ence Asset] [respective Basket Component], the terms meaning of Section 15 of the Certificates will regularly remain un- changed. The adjusted method Stock Corporation Act.
(2) Such substitution of the Issuer is to determine the Redemption Amount and the time of its initial appli- cation shall be published in due course announced in accordance with § 11.
(3) In the event of such substitution, every mention of the Issuer herein shall be deemed to refer to the New Obligor. § 11 (Notices) [All notices related to the Certificates shall be published in at least one mandatory newspaper designated by the Securities Exchange on which the Certificates are listed.] [If the Certificates are traded on the Italian regulated markets of Borsa Italiana S.p.A. and so long as the applica- ble rules so require, all notices to the Certificateholders shall be valid if published by Borsa Italiana S.p.A. All notices to the Certificateholders shall also be published by the Calculation Agent on the website ▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇. In the case the notices have been published both by Borsa Italiana S.p.A. and the Calculation Agent, such notices will be considered valid from the date of publication of Borsa Italiana S.p.A.. [The Issuer shall also ensure that notices are duly published in a manner that complies with the rules and regulations of any stock exchange and/or markets and/or alternative trading system or multilateral trading facility on which the Cer- tificates are for the time being listed.]] [insert other method of notification, if any] [Other means of making notices to be added; if applicable] § 12 (Partial Invalidity)
(1) Should any provision in the terms and conditions of these Certificates be or become invalid or unen- forceable in whole or in part, the remaining provision are not affected thereby. Any gap arising as a result of invalidity or unenforceability of the terms and conditions of these Certificates is to be filled with a provision that corresponds to the meaning and intent of these terms and conditions and are in the interests of the participants.
(2) The Issuer is authorised, without consent of the Certificateholders, (i) to correct obvious typing or arithmetic errors or other obvious mistakes as well as (ii) to change and/or supplement contradictory or incomplete provisions, for which, in cases described in (ii), only such changes and/or additions are allowable as, in light of the Issuer’s interests, are reasonable for the Certificateholders, i.e., which do not fundamentally impair the financial position of the Certificateholders. Notice of changes and/or ad- ditions to the terms and conditions of these Certificates shall be given without delay, pursuant to § 11. [In case of Certificates to be governed by German law:
Appears in 2 contracts
Sources: Investment Certificates Negotiation, Investment Certificates Negotiation
Should. the quotation of the [Reference Asset] [respective Basket ComponetComponent] at the Relevant Ex- change be finally discontinued and no Substitute Relevant Stock Exchange or Substitute Futures Exchange Ex- change could be determined, or - the Calculation Agent come to the conclusion that no reasonable adjustment is possible to account for the relevant measure of the company that has issued issuer of the [Reference Asset] [re- spective respective Basket Component] or the relevant third party, or - the [Reference Asset] [respective Basket Component] become due prior to its scheduled maturity upon the occurrence of an event of default (as determined in accordance with the terms and conditions of the [Reference Asset] [respective Basket Component]), the Issuer is entitled to terminate the Certificates early by giving notice pursuant to § 11 (which notice shall specify the Cancellation Amount). Such termination shall become effective at the time of the an- nouncement pursuant to § 11. In that case, the Calculation Agent shall [●] Banking Days before the day of early repayment (the "Early Repayment Determination Date") [after having consulted an inde- pendent expert named by the Calculation Agent] determine the reasonable market value of the Certifi- ▇▇▇▇▇ Certificates (the "Cancellation Amount"). The Cancellation Amount will be paid within [five] [●] Banking Days as of its determination to the Clearing System or to its order with the instruction for immediate forwarding for- warding to the Certificateholders.] [Other method to determine adjustments and early termina- tion]] [with respect to bonds interest rates as Basket Components Component the following provisions shall apply:] [(1) The Calculation Agent shall be authorised, in its reasonable discretion, to adjust If the method Screen Page for the determination of the Redemption Amount upon the occurrence of any of the following events: - the entity that has issued the [Reference Asset] [respective Basket Component] at the specified time is not avail- able or if the Reference Price for the [Reference Asset] [respective Basket Component] is not displayed on the Screen Page, the Reference Price shall be the [●]rate (expressed as a third party takes a measure, which would percentage per annum.) as displayed on the corresponding page of another financial information service. If the above-mentioned Reference Price is no longer displayed in the reasonable discretion one of the above forms, the Calculation Agent, affect Agent is entitled to specify a [●]rate (expressed as a percentage per annum) calculated on the basis of the standard market practices applicable at that time as the Ref- erence Price. In this case the Calculation Agent is entitled but not obliged to request from reference banks their respective quotes for the [●]rate corresponding to the [Reference Asset] [respective Basket Component] (e.g. termination or repurchase ex- pressed as a percentage rate per annum.) at the Relevant Time on the Calculation Date concerned. If at least [two] [●] of the reference banks have provided a corresponding quote to the Issuer, the Reference Price may be determined using the arithmetic average calculated by the Issuer (if necessary rounded to the nearest one thou- sandth of a percent) of the quotes specified by these reference banks.] [Other method to determine relevant interest rate if Screen Page is not available]] [in case of Certificates not related to a Reference Asset: (intentionally left out)]
(1) The Issuer has the right, with effect to the [insert "regular" Call Date(s)] of every year but not be- fore [insert First Call Date] (each such date a "Call Date") to terminate all, but not a portion, of the Certificates.
(2) The Issuer must give notice of the call at least [•] [days] [months] in advance of the respective Call Date in accordance with § 11. The notice is irrevocable and must indicate the Call Date.
(3) In the event of a call by the Issuer, redemption of each certificate is made on the [fifth] [•] Banking Day after the respective Call Date in accordance with § 6.
(4) The Certificateholder’s right to exercise the Certificates with effect to an Exercise Date is not affected by a call by the Issuer.] § 6 (Payments)
(1) The Issuer undertakes to pay the Redemption Amount [,the amount of interest][, the Additional Amount] and all other amounts owed under these Terms and Conditions in the Specified Currency on [the [fifth] [•] Banking Day following the][Valuation Date] [Maturity Date] or, as the case may be, the relevant [Interest Payment Date][Additional Amount Payment Date].
(2) If the due date for any payment under the Certificates is not a Banking Day, such payment shall only be made on the immediately following Banking Day and no Certificateholder shall have any claim for interest or other amounts due to such delay. [A "Banking Day" within the meaning of this § 6 means each day, [on which commercial banks in [Luxembourg] [Munich] [if required, insert other rele- vant financial centers] are open for regular business] [and] [, on which transactions can be effected at the [Relevant Exchange] [and the] [Determining Futures Exchange] [and] [payments can be effected via the Trans-European Automated Real-time Gross settlement Express Transfer System ("TAR- GET")] [insert other manner of determination of Banking Days].].] [(2)/(3)] All payments shall be made to the Issuing and Paying Agent (as defined in § 7). The Issuing and Pay- ing Agent shall pay all amounts due to the Clearing System for credit to the respective accounts of the depositors of the Certificates for transfer to the Certificateholders. The payment to the Clearing Sys- tem shall discharge the Issuer from its payment obligations under the Certificates in the amount of such payment. [(3)/(4)] Delivery of Reference Assets and payment of any Supplemental Cash Amount shall be made within [five] [•] Banking Days after the [Valuation Date] [Maturity Date] (the "Delivery Period") to the Clearing System for credit to the accounts of the relevant depository banks of the Certificateholders. All costs, incl. possible custody fees, exchange turnover taxes, stamp taxes or transaction fees and/or other taxes or levies (together the "Delivery Costs"), incurred as a result of the delivery of the Refer- ence Assets, shall be borne by the respective Certificateholder. Subject to the provisions of these Terms and Conditions, the Reference Assets shall be delivered at the Certificateholder’s own risk. If the due date of any delivery or payment is not a Banking Day, such delivery or payment shall be made on the next following Banking Day. Such delay will not constitute any entitlement to interest or other payments. The Issuer shall not be obligated to forward to the Certificateholders any notifications or documents of [the issuer of the Reference Asset] [respective Basket Component•] by its respective issuerthat were provided to the Issuer prior to such de- livery of Reference Assets, even if such notifications or debt re- scheduling in general), or - the Determining Futures Exchange performs an early termination other documents refer to events that occurred after delivery of the respective Deriva- tives outstanding linked Reference Assets. During the Delivery Period the Issuer shall not be obligated to exercise any rights that under the Reference Assets. The Issuer shall be entitled to claims in Reference Assets that exist prior to or on the Maturity Date, provided that the day, on which the Reference As- sets are traded for the first time on the [Relevant Exchange] [•] "ex" such claim, falls on the Certifi- cate’s [Valuation Date] [Maturity Date] or prior to such [Valuation Date] [Maturity Date]. [(4)/(5)] If, in the opinion of the Calculation Agent, an event outside of the Issuer’s control, which results in the Issuer not being able, in good faith, to deliver the Reference Assets pursuant to the Terms and Conditions of the Certificates (such event being referred to as a "Transaction Disturbance") has oc- curred prior to delivery of the Reference Assets and continues to exist on the [Reference AssetValuation Date] [respective Basket ComponentMatur- ity Date], or - then the Determining Futures Exchange performs an adjustment first day of the Delivery Period shall be postponed to the respective Derivatives outstanding linked next Banking Day, on which no such Transaction Disturbance exists. The Certificateholders shall be notified accordingly pursuant to §11. The Certificateholders shall not be entitled to interest payment or other amounts, if a delay in the [delivery of Reference Asset] [respective Basket Component]Assets occurs in accordance with this paragraph, and the Issuer shall not be liable in this respect. When determining In the necessity event of an adjustment, a Transaction Disturbance at the discretion of the Calculation Agent will take into account and the ad- justment Issuer the Certificates may be redeemed at the Cash Value of the respective Derivatives linked Redemp- tion Price. The "Cash Value of the Redemption Price" is an amount determined by the Calculation Agent in good faith on the basis of the stock exchange or market price of the Reference Assets on the Valuation Date or, should such stock exchange or market prices not be available, the volume weighted average of the stock exchange or market prices in a period of [•] or, should such volume weighted av- erage not be available, an amount determined by the Calculation Agent in its sole discretion.]
(1) The Issuing and Paying Agent is Bayerische Hypo- und Vereinsbank AG, Munich (the "Issuing and Paying Agent"). The Issuing and Paying Agent, by giving notice under § 11, may appoint other banks as paying agents (each a "Paying Agent") and may revoke the appointment of a particular Paying Agent.
(2) The Calculation Agent is [Bayerische Hypo- und Vereinsbank AG, Munich] [specify other entity appointed as Calculation Agent] (the "Calculation Agent").
(3) Should any circumstances arise that lead to the [Reference Asset] [respective Basket Component] actually performed by Issuing and Paying Agent or Calculation Agent no longer being able to act as Issuing and Paying Agent or Calculation Agent, the Determining Futures ExchangeIssuer is thereupon au- thorized to appoint another bank of international standing as Issuing and Paying Agent or another per- son or institution with the relevant expertise as Calculation Agent. The Issuer shall promptly give no- tice under § 11 of the appointment of another Issuing and Paying Agent and/or Calculation Agent.
(4) The Issuing and Paying Agent and the Calculation Agent are exempted from the restrictions of Civil Code § 181 and similar restrictions, if any, in the laws of other countries.
(5) The calculations and regulations of the Calculation Agent including the calculation of the Redemption Amount in accordance with § 3 as well as the regulations and adjustments pursuant to § 4 and § 5 shall (provided no obvious error is present) be final and binding for all parties. The Calculation Agent will use reasonable endeavours as shall not be responsible for other errors or bona fide omissions that occur during calculation of amounts or determinations of any nature pursuant to ensure that the economic position these Terms and Conditions of the Certificateholders remains unchanged to the largest extent possibleCertificates. Any adjustment will be made by the Calculation Agent taking into account the time to maturity § 8 (Taxes) Payments in respect of the Certificates shall only be made after deduction and withholding of current or future taxes, levies or governmental charges, regardless of their nature, which are imposed, levied or collected (if applicablecollec- tively, "taxes") under any applicable system of law or in any country which claims fiscal jurisdiction by, or for the account of, any political subdivision thereof or government agency therein authorised to ▇▇▇▇ taxes, to the extent that such deduction or withholding is required by law. The Issuer shall account for the deducted or with- held taxes with the competent government agencies. § 9 (Status) The obligations arising under the Certificates represent direct, unconditional and unsecured obligations of the Issuer and, to the extent not otherwise provided by law, have at least the same rank as all other unsecured and non-subordinated Issuer obligations. § 10 (Substitution of Issuer)
(1) Assuming there is no delay in payment of the Certificates, the Issuer may at any time, without ap- ▇▇▇▇▇▇ of the Certificateholders, put an Affiliated Company (as defined below) in its place as primary obligor on all obligations of the Issuer arising under the Certificates (the "New Obligor / Issuer"), to the extent that
(a) the New Obligor assumes all obligations of the Issuer arising under the Certificates;
(b) the Issuer guarantees proper payment of the amounts coming due under the terms and condi- tions of these Certificates;
(c) the Issuer and the latest available price for New Obligor have obtained all required approvals and are able to transfer the [Reference As- set] [respective Basket Component]. If payment obligations arising under these Certificates in the Calculation Agent determines that, pursuant currency hereby required to the rules primary Paying Agent, without the need for retention of any taxes or charges collected by or in the country in which the New Obligor or the Issuer has its head office or in which it is considered a resident for tax purposes;
(d) the New Obligor has undertaken to indemnify all certificate holders for any taxes, charges or other public charges that are imposed on the certificate holders by reason of the Determining Futures Exchange, no adjustments are made to substitution.
(e) For purposes of this § 10 "Affiliated Company" means an Affiliated Company within the Derivatives linked to the [Refer- ence Asset] [respective Basket Component], the terms meaning of Section 15 of the Certificates will regularly remain un- changed. The adjusted method Stock Corporation Act.
(2) Such substitution of the Issuer is to determine the Redemption Amount and the time of its initial appli- cation shall be published in due course announced in accordance with § 11.
(3) In the event of such substitution, every mention of the Issuer herein shall be deemed to refer to the New Obligor. § 11 (Notices) [All notices related to the Certificates shall be published in at least one mandatory newspaper designated by the Securities Exchange on which the Certificates are listed.] [If the Certificates are traded on the Italian regulated markets of Borsa Italiana S.p.A. and so long as the applica- ble rules so require, all notices to the Certificateholders shall be valid if published by Borsa Italiana S.p.A. All notices to the Certificateholders shall also be published by the Calculation Agent on the website ▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇. In the case the notices have been published both by Borsa Italiana S.p.A. and the Calculation Agent, such notices will be considered valid from the date of publication of Borsa Italiana S.p.A.. [The Issuer shall also ensure that notices are duly published in a manner that complies with the rules and regulations of any stock exchange and/or markets and/or alternative trading system or multilateral trading facility on which the Cer- tificates are for the time being listed.]] [insert other method of notification, if any] [Other means of making notices to be added; if applicable] § 12 (Partial Invalidity)
(1) Should any provision in the terms and conditions of these Certificates be or become invalid or unen- forceable in whole or in part, the remaining provision are not affected thereby. Any gap arising as a result of invalidity or unenforceability of the terms and conditions of these Certificates is to be filled with a provision that corresponds to the meaning and intent of these terms and conditions and are in the interests of the participants.
(2) The Issuer is authorised, without consent of the Certificateholders, (i) to correct obvious typing or arithmetic errors or other obvious mistakes as well as (ii) to change and/or supplement contradictory or incomplete provisions, for which, in cases described in (ii), only such changes and/or additions are allowable as, in light of the Issuer’s interests, are reasonable for the Certificateholders, i.e., which do not fundamentally impair the financial position of the Certificateholders. Notice of changes and/or ad- ditions to the terms and conditions of these Certificates shall be given without delay, pursuant to § 11. [In case of Certificates to be governed by German law:
(1) The form and content of the Certificates, as well as the rights and duties of the Issuer and the certificate holders, shall be determined in accordance with the law of the Federal Republic of Germany.
(2) The place of performance is Munich.
(3) To the extent permitted by law, all legal disputes arising from matters governed by the terms and conditions of these Certificates shall be brought before the court in Munich.] [In case of Certificates to be governed by Italian law:
(1) The form and content of the Certificates, as well as the rights and duties of the Issuer and the certificate holders, shall be determined in accordance with the law of the Republic of Italy.
(2) The Issuer irrevocably agrees for the exclusive benefit of each certificate holder that the courts of Milan are to have jurisdiction to settle any disputes which may arise out or in connection with the Certificates and that ac- ▇▇▇▇▇▇▇▇▇ any proceedings arising out of or in connection with the Certificates may be brought in such courts, [or, where the holder of the Certificates falls within the definition of "consumer" pursuant to legislative decree no. 206 of 6 September 2005 in the courts where the holder of the Certificates has his residence or domicile].] [(3)/(4)] [The terms and conditions of these Certificates are written in the German language and provided with an [Eng- lish] [Italian] language translation. The
Appears in 1 contract
Sources: Investment Certificates Negotiation
Should. the quotation of the [Reference Asset] [respective Basket Componet] Asset at the Relevant Ex- change Exchange, or as the case may be, Determining Future Exchange, be finally discontinued and no Substitute Relevant Exchange or Substitute Futures Exchange could be determined, or - the Calculation Agent come to the conclusion that no reasonable adjustment is possible to account for the relevant measure of the company that has issued issues the [Reference Asset] [re- spective Basket Component] Asset or the relevant third party, the Issuer is entitled to terminate the Certificates early by giving notice pursuant to § 11 (which 13. In such notice shall specify the Cancellation Amount)Amount shall be specified. Such termination shall become effective at the time of the an- nouncement announcement pursuant to § 1113, or, as the case may be, at the time indicated in the announcement. In that case, the Calculation Agent shall [●] within five Banking Days before after the day of early repayment (the "Early Repayment Determination Date") [after having consulted an inde- pendent expert named by the Calculation Agent] termination determine and publish the reasonable market value of the Certifi- ▇▇▇▇▇ Certificates (the "Cancellation Amount"). The Cancellation Amount will be paid within [five] [●] five Banking Days as of after its determination to the Clearing System or to its order with the instruction for immediate forwarding to the CertificateholdersCertificate Holders. Provisions §7(1) §7(2) and §7(3) (“Market Disruption”) shall be read as follows:
(1) If a Market Disruption occurs on the Valuation Date and or the Fixing Date, the Valuation Date and or Fixing Date will be postponed to the next following Banking Day on which the Market Disruption no longer exists. Any payment date relating to such Valuation Date shall be postponed accordingly if applicable.] [Other method to determine adjustments and early termina- tion]] [
(2) Should the Market Disruption continue for more than one, with respect to bonds as Basket Components the following provisions shall apply:] [(1) The Calculation Agent shall be authorisedFixing Date, or eight consecutive Banking Days, with respect to the Valuation Date, the Issuer, in its reasonable discretionsole and absolute discretion shall determine, or cause the Calculation Agent to adjust determine, the method Reference Price. The Reference Price required for the determination of the Redemption Amount upon shall be determined in accordance with prevailing market conditions around 10:00 a.m. (Milan local time) on this eighth day on the basis of the last such Reference Price immediately prior to the occurrence of any of the following events: - Market Disruption available to the entity that has issued the [Reference Asset] [respective Basket Component] Issuer or a third party takes a measure, which would in the reasonable discretion of the Calculation Agent, affect the [Reference Asset] [respective Basket Component] (e.g. termination or repurchase of the [Reference Asset] [respective Basket Component] by its respective issuer, or debt re- scheduling in general), or - the Determining Futures Exchange performs an early termination of the respective Deriva- tives outstanding linked to the [Reference Asset] [respective Basket Component], or - the Determining Futures Exchange performs an adjustment to the respective Derivatives outstanding linked to the [Reference Asset] [respective Basket Component]. When determining the necessity of an adjustment, the Calculation Agent will take taking into account the ad- justment of the respective Derivatives linked to the [Reference Asset] [respective Basket Component] actually performed by the Determining Futures Exchange. The Calculation Agent will use reasonable endeavours as to ensure that the economic position of the Certificateholders remains unchanged to the largest extent possibleCertificate Holders. Any adjustment will be made by the Calculation Agent taking into account the time to maturity of the Certificates (However, if applicable) within these eight Banking Days comparable Derivatives expire and the latest available price for the [Reference As- set] [respective Basket Component]. If the Calculation Agent determines that, pursuant to the rules of are paid on the Determining Futures Exchange, no adjustments are made to the settlement price established by the Determining Futures Exchange for the comparable Derivatives linked to will be taken into account in calculating the [Refer- ence Asset] [respective Basket Component]Redemption Amount. In that case, the terms of expiration date for comparable Derivatives will be taken as the Certificates will regularly remain un- changed. The adjusted method to determine the Redemption Amount and the time of its initial appli- cation shall be published in due course in accordance with § 11relevant Valuation Date.
Appears in 1 contract
Sources: Investment Certificates Negotiation
Should. the quotation of the [Reference Asset] [respective Basket Componet] Asset at the Relevant Ex- change Exchange, or as the case may be, Determining Future Exchange, be finally discontinued and no Substitute Relevant Exchange or Substitute Futures Exchange could be determined, or - the Calculation Agent come to the conclusion that no reasonable adjustment is possible to account for the relevant measure of the company that has issued issues the [Reference Asset] [re- spective Basket Component] Asset or the relevant third party, the Issuer is entitled to terminate the Certificates early by giving notice pursuant to § 11 (which 13. In such notice the Cancella- tion Amount shall specify the Cancellation Amount)be specified. Such termination shall become be- come effective at the time of the an- nouncement announcement pursuant to § 1113, or, as the case may be, at the time indicated in the an- nouncement. In that case, the Calculation Agent shall [●] within five Banking Days before after the day of early repayment (the "Early Repayment Determination Date") [after having consulted an inde- pendent expert named by the Calculation Agent] termination determine and pub- lish the reasonable market value of the Certifi- ▇▇▇▇▇ Certificates (the "Cancellation Amount"). The Cancellation Amount will be paid within [five] [●] five Banking Days as of after its determination to the Clearing System or to its order with the instruction for immediate forwarding forward- ing to the Certificateholders.] [Other method to determine adjustments Certificate Holders. Provisions §7(1) §7(2) and early termina- tion]] [with respect to bonds §7(3) (“Market Disruption”) shall be read as Basket Components the following provisions shall apply:] [follows:
(1) The Calculation Agent If a Market Disruption occurs on the Valuation Date, the Valuation Date will be postponed to the next following Banking Day on which the Market Disruption no longer exists. Any payment date relating to such Valuation Date shall be authorisedpostponed accordingly if applicable.
(2) Should the Market Disruption continue for more than eight consecutive Banking Days, the Issuer, in its reasonable discretionsole and absolute discretion shall determine, or cause the Calculation Agent to adjust determine, the method Reference Price. The Reference Price required for the determination of the Redemption Amount upon shall be determined in accordance with prevailing market conditions around 10:00 a.m. (Milan local time) on this eighth day on the basis of the last such Reference Price immediately prior to the occurrence of any of the following events: - Market Disrup- tion available to the entity that has issued the [Reference Asset] [respective Basket Component] Issuer or a third party takes a measure, which would in the reasonable discretion of the Calculation Agent, affect the [Reference Asset] [respective Basket Component] (e.g. termination or repurchase of the [Reference Asset] [respective Basket Component] by its respective issuer, or debt re- scheduling in general), or - the Determining Futures Exchange performs an early termination of the respective Deriva- tives outstanding linked to the [Reference Asset] [respective Basket Component], or - the Determining Futures Exchange performs an adjustment to the respective Derivatives outstanding linked to the [Reference Asset] [respective Basket Component]. When determining the necessity of an adjustment, the Calculation Agent will take taking into account the ad- justment of the respective Derivatives linked to the [Reference Asset] [respective Basket Component] actually performed by the Determining Futures Exchange. The Calculation Agent will use reasonable endeavours as to ensure that the economic position of the Certificateholders remains unchanged to the largest extent possibleCertificate Hold- ers. Any adjustment will be made by the Calculation Agent taking into account the time to maturity of the Certificates (However, if applicable) within these eight Banking Days comparable Derivatives expire and the latest available price for the [Reference As- set] [respective Basket Component]. If the Calculation Agent determines that, pursuant to the rules of are paid on the Determining Futures Exchange, no adjustments are made to the settlement price established by the Determin- ing Futures Exchange for the comparable Derivatives linked to will be taken into account in calculating the [Refer- ence Asset] [respective Basket Component]Redemption Amount. In that case, the terms of expiration date for comparable Derivatives will be taken as the Certificates will regularly remain un- changed. The adjusted method to determine the Redemption Amount and the time of its initial appli- cation shall be published in due course in accordance with § 11relevant Valuation Date.
Appears in 1 contract
Sources: Investment Certificates Negotiation
Should. the quotation of the [Reference Asset] [respective Basket Componet] Asset at the Relevant Ex- change Exchange, or as the case may be, Determining Future Exchange, be finally discontinued and no Substitute Relevant Exchange or Substitute Substi- tute Futures Exchange could be determined, or - the Calculation Agent come to the conclusion that no reasonable adjustment is possible to account for the relevant measure reason- of the company that has issued issues the [Reference Asset] [re- spective Basket Component] Asset or the relevant rele- vant third party, the Issuer is entitled to terminate the Certificates early by giving notice pursuant to § 11 (which 13. In such notice shall specify the Cancellation Amount)Amount shall be specified. Such termination shall become effective at the time of the an- nouncement announcement pursuant to § 1113, or, as the case may be, at the time indicated in the announcement. In that case, the Calculation Calcula- tion Agent shall [●] within five Banking Days before after the day of early repayment (the "Early Repayment Determination Date") [after having consulted an inde- pendent expert named by the Calculation Agent] termination determine and publish the reasonable market value of the Certifi- ▇▇▇▇▇ (the "Cancellation Amount"). The Cancellation Amount will be paid within [five] [●] five Banking Days as of after its determination to the Clearing System or to its order with the instruction for immediate forwarding to the CertificateholdersCertificate Holders. Provisions §7(1) §7(2) and §7(3) (“Market Disruption”) shall be read as follows:
(1) If a Market Disruption occurs on the Valuation Date, the Valua- tion Date will be postponed to the next following Banking Day on which the Market Disruption no longer exists. Any payment date relating to such Valuation Date shall be postponed accordingly if applicable.] [Other method to determine adjustments and early termina- tion]] [
(2) Should the Market Disruption continue for more than eight con- secutive Banking Days, with respect to bonds as Basket Components the following provisions shall apply:] [(1) The Calculation Agent shall be authorisedValuation Date, the Is- suer, in its reasonable discretionsole and absolute discretion shall determine, or cause the Calculation Agent to adjust determine, the method Reference Price. The Reference Price required for the determination of the Redemption Amount upon shall be determined in accordance with prevailing market condi- tions around 10:00 a.m. (Milan local time) on this eighth day on the occurrence of any basis of the following events: - last such Reference Price immediately prior to the entity that has issued the [Reference Asset] [respective Basket Component] or a third party takes a measure, which would in the reasonable discretion oc- ▇▇▇▇▇▇▇▇ of the Calculation Market Disruption available to the Issuer or the Cal- culation Agent, affect the [Reference Asset] [respective Basket Component] (e.g. termination or repurchase of the [Reference Asset] [respective Basket Component] by its respective issuer, or debt re- scheduling in general), or - the Determining Futures Exchange performs an early termination of the respective Deriva- tives outstanding linked to the [Reference Asset] [respective Basket Component], or - the Determining Futures Exchange performs an adjustment to the respective Derivatives outstanding linked to the [Reference Asset] [respective Basket Component]. When determining the necessity of an adjustment, the Calculation Agent will take taking into account the ad- justment of the respective Derivatives linked to the [Reference Asset] [respective Basket Component] actually performed by the Determining Futures Exchange. The Calculation Agent will use reasonable endeavours as to ensure that the economic position of the Certificateholders remains unchanged to the largest extent possibleCertificate Holders. Any adjustment will be made by the Calculation Agent taking into account the time to maturity of the Certificates (However, if applicable) within these eight Banking Days comparable Deriva- tives expire and the latest available price for the [Reference As- set] [respective Basket Component]. If the Calculation Agent determines that, pursuant to the rules of are paid on the Determining Futures Exchange, no adjustments are made to the settlement price established by the Determining Futures Exchange for the comparable Derivatives linked to will be taken into account in calcu- lating the [Refer- ence Asset] [respective Basket Component]Redemption Amount. In that case, the terms of expiration date for comparable Derivatives will be taken as the Certificates will regularly remain un- changed. The adjusted method to determine the Redemption Amount and the time of its initial appli- cation shall be published in due course in accordance with § 11relevant Valuation Date.
Appears in 1 contract
Sources: Investment Certificates Negotiation