Common use of Title to Warrants Clause in Contracts

Title to Warrants. In the case of Warrants represented by a Clearing System Global Warrant held by a Common Depository on behalf of a relevant Clearing System or by Euroclear France and French Law Warrants, each person who is for the time being shown in the records of the relevant Clearing System (in the case of English Law Warrants other than English Law Warrants held through Euroclear France) or whose name appears in the account of the relevant Account Holder (in the case of French Law Warrants or English Law Warrants held through Euroclear France, together "Euroclear France Warrants") as the holder of a particular amount of such Warrants (in which regard any certificate or other document issued by the relevant Clearing System or, as the case may be, Account Holder as to the amount of Warrants standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Issuer, the Guarantor, if any, and the relevant Warrant Agent as the Holder of such amount of Warrants for all purposes (and the expressions "Holder" and "Holder of Warrants" and related expressions shall be construed accordingly). In the case of VPC Warrants, the person for the time being shown in the VPC Register as the holder of a particular amount of Warrants shall (except as otherwise required by law) be treated for all purposes by the Issuer, the Guarantor, the Warrant Agents, VPC and all other persons dealing with such person as the holder thereof and as the person entitled to exercise the rights represented thereby notwithstanding any notice to the contrary (and the expressions "Holder" and "Holder of Warrants" and related expressions shall be construed accordingly). The Issuer shall cause such Warrants to be accepted by VPC for clearing and registration in the VPC System in accordance with the SFIA Act and the VPC Rules. The Issuer shall have the right to obtain extracts from the debt register of VPC. In the case of Italian Dematerialised Warrants, the person who is for the time being shown in the records of Monte Titoli as the holder of a particular amount of Warrants (in which regard any record held by Xxxxx Xxxxxx as to the amount of Warrants standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall (except as otherwise required by law) be treated for all purposes by the Issuer, the Guarantor, the Italian Warrant Agent and all other persons dealing with such person as the holder thereof and as the person entitled to exercise the rights represented thereby notwithstanding any notice to the contrary (and the expressions "Holder" and "Holder of Warrants" and related expressions shall be construed accordingly). The Issuer shall cause Italian Dematerialised Warrants to be dematerialised and centralised with Monte Titoli, pursuant to Italian legislative decree no. 213/1998 as amended and integrated by subsequent implementing provisions. In addition, title to French Law Warrants will be evidenced in accordance with Article L.211-4 of the French Code monétaire et financier by book-entries (inscription en compte). No document of title (including certificats représentatifs pursuant to Article R.211-7 of the French Code Monétaire et Financier) will be issued in respect of such Warrants. The Warrants will, upon issue, be inscribed in the books of Euroclear France which will credit the accounts of the relevant Account Holders. For the purpose of these Conditions, "Account Holder" means any authorised financial intermediary institution entitled to hold accounts, directly or indirectly, on behalf of its customers with Euroclear France, and includes the depositary bank for Clearstream Luxembourg and Euroclear and any other relevant Clearing System. In the case of Warrants represented by a Rule 144A Global Warrant held by a Custodian on behalf of DTC, the Rule 144A Global Warrant will be registered in the name of Cede & Co., as nominee of DTC, but this does not confer any rights or benefits on Cede & Co. or any other nominee of DTC in whose name a Rule 144A Global Warrant may be registered. Transfers of such Rule 144A Global Warrant by such nominee of DTC shall be limited to transfers of such Rule 144A Global Warrant, in whole but not in part, to another nominee of DTC or to a successor of DTC or such successor's nominee. Rights conferred by the Rule 144A Global Warrant are only enforceable by the Holders (as defined below) as provided therein. Subject as set forth in Condition 1(D) below, each person who is for the time being shown in the records of DTC as the Holder of a particular number of Warrants shall (except as otherwise required by law) be treated by the Issuer and the New York Warrant Agent as the Holder of such amount of Warrants for all purposes (and the expressions "Holder of Warrants" and related expressions shall be construed accordingly). In the case of Private Placement Definitive Warrants, BNPP shall cause to be kept at the principal office of the Definitive Warrant Agent, a register (the "Private Placement Register") on which shall be entered the names and addresses of all holders of Private Placement Definitive Warrants, the amount and type of Private Placement Definitive Warrants held by them and details of all transfers of Private Placement Definitive Warrants. Subject as set forth in Condition 1(D) below, the persons shown in the Private Placement Register (each a "Holder") shall (except as otherwise required by law) be treated as the absolute owners of the relevant Private Placement Definitive Warrants for all purposes (regardless of any notice of ownership, trust, or any interest in it, any writing on it, or its theft or loss) and no person will be liable for so treating such person.

Title to Warrants. In the case of Warrants represented by a Clearing System Global Warrant held by a Common Depository on behalf of a relevant Clearing System or by Euroclear France and French Law Warrants, each person who is for the time being shown in the records of the relevant Clearing System (in the case of English Law Warrants other than English Law Warrants held through Euroclear France) or whose name appears in the account of the relevant Account Holder (in the case of French Law Warrants or English Law Warrants held through Euroclear France, together "Euroclear France Warrants") as the holder of a particular amount of such Warrants (in which regard any certificate or other document issued by the relevant Clearing System or, as the case may be, Account Holder as to the amount of Warrants standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Issuer, the Guarantor, if any, and the relevant Warrant Agent as the Holder of such amount of Warrants for all purposes (and the expressions "Holder" and "Holder of Warrants" and related expressions shall be construed accordingly). In the case of VPC Swedish Warrants, the person for the time being shown in the VPC Euroclear Sweden Register as the holder of a particular amount of Warrants shall (except as otherwise required by law) be treated for all purposes by the Issuer, the Guarantor, the Warrant Agents, VPC Euroclear Sweden and all other persons dealing with such person as the holder thereof and as the person entitled to exercise the rights represented thereby notwithstanding any notice to the contrary (and the expressions "Holder" and "Holder of Warrants" and related expressions shall be construed accordingly). The Issuer shall cause such Warrants to be accepted by VPC Euroclear Sweden for clearing and registration in the VPC Euroclear Sweden System in accordance with the SFIA Act and the VPC Euroclear Sweden Rules. The Issuer shall have the right to obtain extracts from the debt register of VPCEuroclear Sweden. In the case of Italian Dematerialised Warrants, the person who is for the time being shown in the records of Monte Titoli as the holder of a particular amount of Warrants (in which regard any record held by Xxxxx Xxxxxx as to the amount of Warrants standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall (except as otherwise required by law) be treated for all purposes by the Issuer, the Guarantor, the Italian Warrant Agent and all other persons dealing with such person as the holder thereof and as the person entitled to exercise the rights represented thereby notwithstanding any notice to the contrary (and the expressions "Holder" and "Holder of Warrants" and related expressions shall be construed accordingly). The Issuer shall cause Italian Dematerialised Warrants to be dematerialised and centralised with Monte Titoli, pursuant to Italian legislative decree no. 213/1998 as amended and integrated by subsequent implementing provisions. In addition, title to French Law Warrants will be evidenced in accordance with Article L.211-4 of the French Code monétaire et financier by book-entries (inscription en compte). No document of title (including certificats représentatifs pursuant to Article R.211-7 of the French Code Monétaire et Financier) will be issued in respect of such Warrants. The Warrants will, upon issue, be inscribed in the books of Euroclear France which will credit the accounts of the relevant Account Holders. For the purpose of these Conditions, "Account Holder" means any authorised financial intermediary institution entitled to hold accounts, directly or indirectly, on behalf of its customers with Euroclear France, and includes the depositary bank for Clearstream Luxembourg and Euroclear and any other relevant Clearing System. In the case of Warrants represented by a Rule 144A Global Warrant held by a Custodian on behalf of DTC, the Rule 144A Global Warrant will be registered in the name of Cede & Co., as nominee of DTC, but this does not confer any rights or benefits on Cede & Co. or any other nominee of DTC in whose name a Rule 144A Global Warrant may be registered. Transfers of such Rule 144A Global Warrant by such nominee of DTC shall be limited to transfers of such Rule 144A Global Warrant, in whole but not in part, to another nominee of DTC or to a successor of DTC or such successor's nominee. Rights conferred by the Rule 144A Global Warrant are only enforceable by the Holders (as defined below) as provided therein. Subject as set forth in Condition 1(D) below, each person who is for the time being shown in the records of DTC as the Holder of a particular number of Warrants shall (except as otherwise required by law) be treated by the Issuer and the New York Warrant Agent as the Holder of such amount of Warrants for all purposes (and the expressions "Holder of Warrants" and related expressions shall be construed accordingly). In the case of Private Placement Definitive Warrants, BNPP shall cause to be kept at the principal office of the Definitive Warrant Agent, a register (the "Private Placement Register") on which shall be entered the names and addresses of all holders of Private Placement Definitive Warrants, the amount and type of Private Placement Definitive Warrants held by them and details of all transfers of Private Placement Definitive Warrants. Subject as set forth in Condition 1(D) below, the persons shown in the Private Placement Register (each a "Holder") shall (except as otherwise required by law) be treated as the absolute owners of the relevant Private Placement Definitive Warrants for all purposes (regardless of any notice of ownership, trust, or any interest in it, any writing on it, or its theft or loss) and no person will be liable for so treating such person.

Title to Warrants. In the case of Warrants represented by a Clearing System Global Warrant held by a Common Depository on behalf of a relevant Clearing System or by Euroclear France and French Law Warrants, each person who is for the time being shown in the records of the relevant Clearing System (in the case of English Law Warrants other than English Law Warrants held through Euroclear FranceWarrants) or whose name appears in the account of the relevant Account Holder (in the case of French Law Warrants or English Law Warrants held through Euroclear France, together "Euroclear France Warrants") as the holder of a particular amount of such Warrants (in which regard any certificate or other document issued by the relevant Clearing System or, as the case may be, Account Holder as to the amount of Warrants standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Issuer, the Guarantor, if any, and the relevant Warrant Agent as the Holder of such amount of Warrants for all purposes (and the expressions "Holder" Holder and "Holder of Warrants" Warrants and related expressions shall be construed accordingly). In the case of VPC Warrants, the person for the time being shown in the VPC Register as the holder of a particular amount of Warrants shall (except as otherwise required by law) be treated for all purposes by the Issuer, the Guarantor, the Warrant Agents, VPC and all other persons dealing with such person as the holder thereof and as the person entitled to exercise the rights represented thereby notwithstanding any notice to the contrary (and the expressions "Holder" Holder and "Holder of Warrants" Warrants and related expressions shall be construed accordingly). The Issuer shall cause such Warrants to be accepted by VPC for clearing and registration in the VPC System in accordance with the SFIA Act and the VPC Rules. The Issuer shall have the right to obtain extracts from the debt register of VPC. In the case of Dematerialised Italian Dematerialised Warrants, the person who is for the time being shown in the records of Monte Titoli Xxxxx Xxxxxx as the holder of a particular amount of Warrants (in which regard any record held by Xxxxx Xxxxxx as to the amount of Warrants standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall (except as otherwise required by law) be treated for all purposes by the Issuer, the Guarantor, the Italian Warrant Agent and all other persons dealing with such person as the holder thereof and as the person entitled to exercise the rights represented thereby notwithstanding any notice to the contrary (and the expressions "Holder" Holder and "Holder of Warrants" Warrants and related expressions shall be construed accordingly). The Issuer shall cause Dematerialised Italian Dematerialised Warrants to be dematerialised and centralised with Monte Titoli, pursuant to Italian legislative decree no. 213/1998 as amended and integrated by subsequent implementing provisions. In addition, title to French Law Warrants will be evidenced in accordance with Article L.211-4 of the French Code monétaire et financier by book-entries (inscription en compte). No document of title (including certificats représentatifs pursuant to Article R.211-7 of the French Code Monétaire et Financier) will be issued in respect of such Warrants. The Warrants will, upon issue, be inscribed in the books of Euroclear France which will credit the accounts of the relevant Account Holders. For the purpose of these Conditions, "Account Holder" means any authorised financial intermediary institution entitled to hold accounts, directly or indirectly, on behalf of its customers with Euroclear France, and includes the depositary bank for Clearstream Luxembourg and Euroclear and any other relevant Clearing System. In the case of Warrants represented by a Rule 144A Global Warrant held by a Custodian on behalf of DTC, the Rule 144A Global Warrant will be registered in the name of Cede & Co., as nominee of DTC, but this does not confer any rights or benefits on Cede & Co. or any other nominee of DTC in whose name a Rule 144A Global Warrant may be registered. Transfers of such Rule 144A Global Warrant by such nominee of DTC shall be limited to transfers of such Rule 144A Global Warrant, in whole but not in part, to another nominee of DTC or to a successor of DTC or such successor's nominee. Rights conferred by the Rule 144A Global Warrant are only enforceable by the Holders (as defined below) as provided therein. Subject as set forth in Condition 1(D) below, each person who is for the time being shown in the records of DTC as the Holder of a particular number of Warrants shall (except as otherwise required by law) be treated by the Issuer and the New York Warrant Agent as the Holder of such amount of Warrants for all purposes (and the expressions "Holder of Warrants" and related expressions shall be construed accordingly). In the case of Private Placement Definitive Warrants, BNPP shall cause to be kept at the principal office of the Definitive Warrant Agent, a register (the "Private Placement Register") on which shall be entered the names and addresses of all holders of Private Placement Definitive Warrants, the amount and type of Private Placement Definitive Warrants held by them and details of all transfers of Private Placement Definitive Warrants. Subject as set forth in Condition 1(D) below, the persons shown in the Private Placement Register (each a "Holder") shall (except as otherwise required by law) be treated as the absolute owners of the relevant Private Placement Definitive Warrants for all purposes (regardless of any notice of ownership, trust, or any interest in it, any writing on it, or its theft or loss) and no person will be liable for so treating such person.