Common use of Type, Title and Transfer Clause in Contracts

Type, Title and Transfer. (A) Type The Certificates relate to a specified Index or basket of Indices (“Index Certificates”), a specified Share or basket of Shares (“Share Certificates”), a specified depositary receipt (a “GDR”) referencing a share (an “Underlying Share”) or basket of such GDRs (“GDR Certificates”) a specified debt instrument (“Debt Security”) or basket of Debt Securities (“Debt Certificates”), a specified currency (“Currency”) or basket of Currencies (“Currency Certificates”), a specified commodity (“Commodity”) or basket of Commodities (“Commodity Certificates”), a specified inflation Index or basket of inflation indices (“Inflation Index Certificates”), a specified fund share or unit or basket of fund shares or units (“Fund Certificates”), the credit of a specified reference entity or reference entities (“Credit Linked Certificates”) or any other or further type of Certificates as is specified in the applicable Final Terms including Certificates which relate to any combination of such indices, shares, debt securities, currencies, fund shares or units, commodities and other asset classes or types (“Hybrid Certificates”). Certificates related to a specified currency or basket of currencies, a specified commodity or basket of commodities a specified interest rate or basket of interest rates or a specified inflation index or basket of inflation indices, a specified fund share or unit or basket of fund shares or units, the credit of a specified reference entity or reference entities, or Hybrid Warrants related to any of these asset classes, may not at any time be offered, sold, resold, held, traded, pledged, exercised, redeemed, transferred or delivered, directly or indirectly, in the United States or to, by or for the account or benefit of, persons that are U.S. persons as defined in Regulation S under the Securities Act or that are not non-United States Persons as defined in Rule 4.7 under the United States Commodity Exchange Act, as amended. The applicable Final Terms will indicate whether settlement shall be by way of cash payment (“Cash Settled Certificates”) or physical delivery (“Physical Delivery Certificates”), whether Cash Settled Certificates are redeemable in instalments and whether Averaging (“Averaging”) will apply to the Certificates. If Averaging is specified as applying in the applicable Final Terms, the applicable Final Terms will state the relevant Averaging Dates and, if an Averaging Date is a Disrupted Day, whether Omission, Postponement or Modified Postponement (each as defined in Condition 4 below) applies. If so specified in the applicable Final Terms, interest shall be payable in respect of the Certificates. References in these Terms and Conditions, unless the context otherwise requires, to Cash Settled Certificates shall be deemed to include references to (a) Physical Delivery Certificates which include an option (as set out in the applicable Final Terms) at the Issuer’s election to request cash settlement of such Certificate pursuant to Condition 7(C)(i) and where settlement is to be by way of cash payment, and (b) Physical Delivery Certificates where settlement is to be automatically varied to be by way of cash payment pursuant to Condition 7(C)(ii). References in these Terms and Conditions, unless the context otherwise requires, to Physical Delivery Certificates shall be deemed to include references to Cash Settled Certificates which include an option (as set out in the applicable Final Terms) at the Issuer’s election to request physical delivery of the relevant underlying asset in settlement of such Certificate pursuant to Condition 7(C)(i) and where settlement is to be by way of physical delivery. Unless otherwise specified in the applicable Final Terms, BNPP does not have the option to vary settlement in respect of the U.S. Certificates pursuant to Condition 7(C)(i). Certificates may, if specified in the applicable Final Terms, allow Holders to elect for settlement by way of cash payment or by way of physical delivery or by such other method of settlement as is specified in the applicable Final Terms. Those Certificates where the Holder has elected for cash payment will be Cash Settled Certificates and those Certificates where the Holder has elected for physical delivery will be Physical Delivery Certificates. The rights of a Holder as described in this paragraph may be subject to the Issuer’s right to vary settlement as indicated in the applicable Final Terms and will be subject to the Issuer’s right to substitute assets or pay the Alternate Cash Amount (as defined below) in lieu of physical delivery in accordance with these Conditions.