Common use of Interpretation and Definitions Clause in Contracts

Interpretation and Definitions. References in this permanent Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 29 April 2016 between the Issuer, the Guarantor, BNP Paribas Securities Services, Luxembourg Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered in the records of both Euroclear and Clearstream, Luxembourg (together, the “relevant Clearing Systems”), which shall be completed and/or amended as the case may be upon (i) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note for Definitive Notes, (iv) the redemption or purchase and cancellation of Notes represented hereby and/or (v) the exchange of interests in this permanent Global Note for direct enforcement rights, all as described below. The records of the relevant Clearing Systems (which expression in this permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Global Note and, for these purposes, a statement issued by a relevant Clearing Systems (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes represented by this permanent Global Note at any time shall be conclusive evidence of the records of the relevant Clearing System at that time.

Appears in 2 contracts

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

AutoNDA by SimpleDocs

Interpretation and Definitions. References in this permanent temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 29 April 2016 between the Issuer, the Guarantor, BNP Paribas Securities Services, Luxembourg Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”. Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered in the records of both Euroclear and Clearstream, Luxembourg (together, together the “relevant Clearing Systems”), which shall be completed and/or amended amended, as the case may be be, upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of the interests this temporary Global Note for a corresponding interest recorded in the records of the relevant Clearing Systems in the temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note or for Definitive Notes, (iviii) the redemption or purchase and cancellation of Notes represented hereby and/or (viv) the exchange of interests in this permanent temporary Global Note for direct enforcement rights, all as described below. The records of the relevant Clearing Systems (which expression in this permanent temporary Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent temporary Global Note and, for these purposes, a statement issued by a relevant Clearing Systems System (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes represented by this permanent the temporary Global Note at any time shall be conclusive evidence of the records of the relevant Clearing System Systems at that time.

Appears in 2 contracts

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

Interpretation and Definitions. References in this permanent temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 29 April 2016 between the Issuer, the Guarantor, BNP Paribas Securities Services, Luxembourg Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Second Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If Part A of the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”. Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together, Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended as by or on behalf of the case may be Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the this temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note or for Definitive Notes, (iviii) the redemption or purchase and cancellation of Notes represented hereby and/or (viv) the exchange of interests in this permanent temporary Global Note for direct enforcement rights, all as described below. The records of Promise to Pay Subject as provided herein, the relevant Clearing Systems (which expression in this permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing Systems (which statement shall be made available promises to pay to the bearer of this temporary Global Note, upon requestpresentation and (when no further payment is due in respect of this temporary Global Note) stating surrender of this temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this permanent temporary Global Note at any time shall be conclusive evidence and (unless this temporary Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing System at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 2 contracts

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

Interpretation and Definitions. References in this permanent Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 29 April 2016 between the Issuer, the Guarantor, BNP Paribas Securities Services, Luxembourg Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Third Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together, Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended as by or on behalf of the case may be Fiscal Agent upon (i) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note for Definitive Notes, (iv) the redemption or purchase and cancellation of Notes represented hereby and/or (v) the exchange of interests in this permanent Global Note for direct enforcement rights, all as described below. The records Promise to Pay Subject as provided herein, the Issuer, for value received, promises to pay to the bearer of the relevant Clearing Systems (which expression in this permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount Note, upon presentation and (when no further payment is due in respect of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Global Note andNote) surrender of this permanent Global Note, for these purposes, a statement issued by a relevant Clearing Systems on the Maturity Date (which statement shall be made available to or on such earlier date as the bearer amount payable upon requestredemption under the Conditions may become repayable in accordance with the Conditions) stating the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this permanent Global Note at any time shall be conclusive evidence and (unless this permanent Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing System at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 2 contracts

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

Interpretation and Definitions. References in this permanent temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C [C]/[D] to the Amended and Restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 29 April 2016 4 June 2020 between the Issuer, the GuarantorThe Bank of New York Mellon, BNP Paribas Securities Services, Luxembourg London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Second Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If Part A of the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”. Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together, Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended as by or on behalf of the case may be Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the this temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note or for Definitive Notes, (iviii) the redemption or purchase and cancellation of Notes represented hereby, (iv) in the case of Partly Paid Notes, the forfeiture of Notes represented hereby in accordance with the Conditions relating to such Partly Paid Notes and/or (v) the exchange of interests in this permanent temporary Global Note for direct enforcement rights, all as described below. The records of Promise to Pay Subject as provided herein, the relevant Clearing Systems (which expression in this permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing Systems (which statement shall be made available promises to pay to the bearer of this temporary Global Note, upon requestpresentation and (when no further payment is due in respect of this temporary Global Note) stating surrender of this temporary Global Note, on the Maturity Date (or on such other date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this permanent temporary Global Note at any time shall be conclusive evidence and (unless this temporary Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing System at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this permanent temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C B to the Amended and Restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 29 April 2016 28 September 2021 between the Issuer, the GuarantorThe Bank of New York Mellon, BNP Paribas Securities Services, Luxembourg London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Second Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”. Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together, Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended as by or on behalf of the case may be Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the this temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note or for Definitive Notes, (iviii) the redemption or purchase and cancellation of Notes represented hereby hereby, and/or (viv) the exchange of interests in this permanent temporary Global Note for direct enforcement rights, all as described below. The records of Promise to Pay Subject as provided herein, the relevant Clearing Systems (which expression in this permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing Systems (which statement shall be made available promises to pay to the bearer of this temporary Global Note, upon requestpresentation and (when no further payment is due in respect of this temporary Global Note) stating surrender of this temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this permanent temporary Global Note at any time shall be conclusive evidence and (unless this temporary Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing System at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this permanent Global Note Bond to the “Conditions” are to the Terms and Conditions applicable to the Notes Bonds (which are in the form set out in Part C of Schedule 2 Part C to the Amended and Restated Agency Agreement Trust Deed (as amended or supplemented as at the Issue Date, the “Agency AgreementTrust Deed”) dated 29 April 2016 [SIGNING DATE] between the Issuer, the GuarantorGuarantor and Citibank, BNP Paribas Securities ServicesN.A., Luxembourg London Branch as fiscal agent and the other agents named in itbond trustee, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent Global Note Bond (including the supplemental definitions and any modifications or additions set out in Part A of the Third Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent Global Note Bond shall have the meanings given to them in the Conditions or the Agency AgreementTrust Deed. Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent Global Note Bond shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered Bonds as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg the First Schedule (together, the “relevant Clearing Systems”)Nominal amount of Bonds represented by this temporary Global Bond) hereto, which shall be completed and/or amended as by or on behalf of the case may be upon Issuing and Paying Agent upon: (i) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the temporary Global Note Bond initially representing the Notes Bonds for a corresponding interest herein (in the case of Notes Bonds represented by a temporary Global Note Bond upon issue), ; (ii) the issue of the Notes Bonds represented hereby (in the case of Notes Bonds represented by this permanent Global Note Bond upon issue), ; (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note Bond for Definitive Notes, Bonds; and/or (iv) the redemption or purchase and cancellation of Notes Bonds represented hereby and/or (v) the exchange of interests in this permanent Global Note for direct enforcement rightshereby, all as described below. The records Promise to Pay Subject as provided herein, the Issuer, for value received, hereby promises to pay to the bearer of the relevant Clearing Systems (which expression in this permanent Global Note means Bond, upon presentation and (when no further payment is due in respect of this permanent Global Bond) surrender of this permanent Global Bond, on the records that each relevant Clearing System holds for its customers which reflect Maturity Date (as defined in the Conditions) (or on such earlier date as the amount of such customers’ interests payable upon redemption under the Conditions may become repayable in accordance with the NotesConditions) shall be conclusive evidence the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of the Notes Bonds represented by this permanent Global Note and, for these purposes, a statement issued by a relevant Clearing Systems Bond and (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes represented by unless this permanent Global Note at any time shall be conclusive evidence Bond does not bear interest) to pay interest in respect of the records Bonds from the Interest Commencement Date (as defined in the Conditions) in arrear at the rates, on the dates for payment, and in accordance with the method of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing System at that timetotal aggregate amount of the Bonds together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: www.ellevio.se

Interpretation and Definitions. References in this permanent temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C B to the Amended amended and Restated Agency Agreement restated agency agreement dated 31 August 2004 (as amended or supplemented as at the Issue Date, the “Amended and Restated Agency Agreement”) dated 29 April 2016 between the Issuer, the Guarantor, BNP Paribas Securities Services, Luxembourg Branch as fiscal agent and the other agents named in ittherein, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Second Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent temporary Global Note shall have the meanings given to them in the Conditions or the Amended and Restated Agency Agreement. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”. Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together, Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended as by or on behalf of the case may be Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the this temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note upon issue), (iii) the exchange of the whole or, where as the limited circumstances so permitcase may be, a part of this permanent Global Note for Definitive Notes, (iviii) the redemption or purchase and cancellation of Notes represented hereby, (iv) in the case of Partly Paid Notes, the forfeiture of Notes represented hereby in accordance with the Conditions relating to such Partly Paid Notes and/or (v) the exchange of interests in this permanent temporary Global Note for direct enforcement rights, all as described below. The records of Promise to Pay Subject as provided herein, the relevant Clearing Systems (which expression in this permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing Systems (which statement shall be made available promises to pay to the bearer of this temporary Global Note, upon requestpresentation and (when no further payment is due in respect of this temporary Global Note) stating surrender of this temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this permanent temporary Global Note and (unless this temporary Global Note does not bear interest) to pay interest in respect of such aggregate nominal amount of Notes from the Interest Commencement Date in arrear at any time shall the rates, in the amounts and on the dates for payment provided for in the Conditions together with such other sums and additional amounts (if any) as may be conclusive evidence of payable under the records of Conditions, in accordance with the relevant Clearing System at that timeConditions.

Appears in 1 contract

Samples: Agency Agreement (Schneider Electric Sa)

Interpretation and Definitions. References in this permanent Permanent Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (attached in the Sixth Schedule hereto which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended or and supplemented as at the Issue Datefrom time to time, the “Agency Agreement”) dated 29 April 2016 3 October 2019 between the IssuerEni S.p.A., the GuarantorEni Finance International SA, BNP Paribas Securities ServicesThe Bank of New York Mellon, Luxembourg London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent Permanent Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Third Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent Permanent Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent Permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together, Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended as by or on behalf of the case may be Belgian Paying Agent upon (i) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Permanent Global Note upon issue), (iiiii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Permanent Global Note for Definitive Notes, (iviii) the redemption or purchase and cancellation of Notes represented hereby hereby, and/or (viv) the exchange of interests in this permanent Permanent Global Note for direct enforcement rights, all as described below. The records of Promise to Pay Subject as provided herein, the relevant Clearing Systems (which expression in this permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing Systems (which statement shall be made available promises to pay to the bearer of this Permanent Global Note, upon requestpresentation and (when no further payment is due in respect of this Permanent Global Note) stating surrender of this Permanent Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this permanent Permanent Global Note and (unless this Permanent Global Note does not bear interest) to pay interest in respect of such aggregate nominal amount of Notes from the Interest Commencement Date in arrear at any time the rates, on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the EFI Notes represented by this Global Note, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. For as long as the Global Note is held by and settled through the NBB Securities Settlement System, the Global Note will be immobilised and holders of book-entry interests in the EFI Notes shall have a co-ownership right in the EFI Notes. Payments in relation to such an EFI Note shall be conclusive evidence made in accordance with the NBB Securities Settlement System Regulations and the provisions of the records Clearing Services Agreement. Payments made by the Issuer in euro to the NBB will discharge the Issuer’s obligations in respect of the relevant Clearing System at that timeEFI Notes. Payments in any currency other than euro of principal or interest owing under the EFI Notes shall be made through the Paying Agent and Euroclear and /or Clearstream, Luxembourg (in accordance with the rules thereof).

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this permanent Permanent Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (and attached in the Fifth Schedule hereto which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement dated 3 October 2019 (as amended or and supplemented as at the Issue Datefrom time to time, the “Agency Agreement”) dated 29 April 2016 between the IssuerEni S.p.A., the GuarantorEni Finance International SA, BNP Paribas Securities ServicesThe Bank of New York Mellon, Luxembourg London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent Permanent Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Third Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent Permanent Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent Permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together, Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended as by or on behalf of the case may be Fiscal Agent upon (i) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the temporary Temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Permanent Global Note upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Permanent Global Note for Definitive Notes or Registered Notes, (iv) the redemption or purchase and cancellation of Notes represented hereby and/or (v) the exchange of interests in this permanent Permanent Global Note for direct enforcement rights, all as described below. The records of Promise to Pay Subject as provided herein, the relevant Clearing Systems (which expression in this permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing Systems (which statement shall be made available promises to pay to the bearer of this Permanent Global Note, upon requestpresentation and (when no further payment is due in respect of this Permanent Global Note) stating surrender of this Permanent Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this permanent Permanent Global Note at any time shall be conclusive evidence and (unless this Permanent Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing System at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this permanent Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C B to the Amended and Restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 29 April 2016 11 May 2020 between the Issuer, the Guarantor, BNP Paribas Securities ServicesThe Bank of New York Mellon, Luxembourg London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. The issuer has executed a public deed (escritura pública) relating to the Notes before a Spanish Notary Public on or prior to the issue date. Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered in the records of both Euroclear and Clearstream, Luxembourg (together, the “relevant Clearing Systems”), which shall be completed and/or amended as the case may be upon (i) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note for Definitive Notes, (iv) the redemption or purchase and cancellation of Notes represented hereby and/or (v) the exchange of interests in this permanent Global Note for direct enforcement rights, all as described below. The records of the relevant Clearing Systems (which expression in this permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Global Note and, for these purposes, a statement issued by a relevant Clearing Systems (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes represented by this permanent Global Note at any time shall be conclusive evidence of the records of the relevant Clearing System at that time. Promise to Pay Subject as provided herein, the Issuer, for value received, promises to pay to the bearer of this permanent Global Note, upon presentation and (when no further payment is due in respect of this permanent Global Note) surrender of this permanent Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this permanent Global Note and (unless this permanent Global Note does not bear interest) to pay interest in respect of the Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this permanent Temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (attached in the Fifth Schedule hereto which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended or and supplemented as at the Issue Datefrom time to time, the “Agency Agreement”) dated 29 April 2016 5 October 2023 between the IssuerEni S.p.A., the GuarantorThe Bank of New York Mellon, BNP Paribas Securities Services, Luxembourg London Branch as fiscal agent and the other agents named in itit and attached hereto, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent Temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Second Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent Temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “TEFRA C” or “not applicable”, this Temporary Global Note is a “TEFRA C Note”, otherwise this Temporary Global Note is a “TEFRA D Note”. Aggregate Nominal Amount amount The aggregate nominal amount from time to time of this permanent Temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together, Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended as by or on behalf of the case may be Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the temporary this Temporary Global Note initially representing the Notes for a corresponding interest herein (in a Permanent Global Note or, as the case of may be, for Definitive Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note upon issue)or Registered Notes, (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note for Definitive Notes, (iv) the redemption or purchase and cancellation of Notes represented hereby hereby, and/or (viv) the exchange of interests in this permanent Temporary Global Note for direct enforcement rights, all as described below. The records of Promise to Pay Subject as provided herein, the relevant Clearing Systems (which expression in this permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing Systems (which statement shall be made available promises to pay to the bearer of this Temporary Global Note, upon requestpresentation and (when no further payment is due in respect of this Temporary Global Note) stating surrender of this Temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this permanent Temporary Global Note at any time shall be conclusive evidence and (unless this Temporary Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing System at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this permanent temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 29 April 2016 19 August 2020 between the Issuer, the GuarantorCitibank N.A., BNP Paribas Securities Services, Luxembourg London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Second Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If Part A of the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”. Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together, Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended as by or on behalf of the case may be Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the this temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note or for Definitive Notes, (iviii) the redemption or purchase and cancellation of Notes represented hereby and/or hereby, (viv) the exchange of interests in this permanent temporary Global Note for direct enforcement rights, all as described below. The records of Promise to Pay Subject as provided herein, the relevant Clearing Systems (which expression in this permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing Systems (which statement shall be made available promises to pay to the bearer of this temporary Global Note, upon requestpresentation and (when no further payment is due in respect of this temporary Global Note) stating surrender of this temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this permanent temporary Global Note at any time shall be conclusive evidence and (unless this temporary Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing System at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this permanent Permanent Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended amended, restated or supplemented as at the Issue Date, the “Agency Agreement”) dated 29 April 2016 4 August 2021 between the Issuer, the Guarantor, BNP Paribas Securities ServicesCitibank, Luxembourg N.A., London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent Permanent Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), * Delete as applicable. ** Delete for Notes issued by Holcim Ltd which in the event of any conflict shall prevail). Other capitalised terms used in this permanent Permanent Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent Permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered in the records of both Euroclear and Clearstream, Luxembourg (together, the “relevant Clearing Systems”), which shall be completed and/or amended as the case may be upon (i) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the temporary Temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Permanent Global Note upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Permanent Global Note for Definitive Notes or Registered Notes, (iv) the redemption or purchase and cancellation of Notes represented hereby and/or (v) the exchange of interests in this permanent Permanent Global Note for direct enforcement rights, all as described below. The records of the relevant Clearing Systems (which expression in this permanent Permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Permanent Global Note and, for these purposes, a statement issued by a relevant Clearing Systems (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes represented by this permanent Permanent Global Note at any time shall be conclusive evidence of the records of the relevant Clearing System at that time. Promise to Pay Subject as provided herein, the Issuer, for value received, promises to pay to, or to the order of, the bearer of this Permanent Global Note upon surrender of this Permanent Global Note on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this Permanent Global Note and (unless this Permanent Global Note does not bear interest) to pay interest in respect of the Notes from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate nominal amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this permanent Permanent Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended amended, restated or supplemented as at the Issue Date, the “Agency Agreement”) dated 29 April 2016 3 August 2022 between the Issuer, the Guarantor, BNP Paribas Securities ServicesCitibank, Luxembourg N.A., London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent Permanent Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Third Schedule hereto), * Delete as applicable.‌ ** Delete for Notes Issued by Holcim Ltd. which in the event of any conflict shall prevail). Other capitalised terms used in this permanent Permanent Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent Permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together, Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended as by or on behalf of the case may be Fiscal Agent upon (i) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the temporary Temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Permanent Global Note upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Permanent Global Note for Definitive Notes or Registered Notes, (iv) the redemption or purchase and cancellation of Notes represented hereby and/or (v) the exchange of interests in this permanent Permanent Global Note for direct enforcement rights, all as described below. The records Promise to Pay Subject as provided herein, the Issuer, for value received, promises to pay to, or to the order of, the bearer of this Permanent Global Note upon surrender of this Permanent Global Note on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the relevant Clearing Systems (which expression in this permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Global Note and, for these purposes, a statement issued by a relevant Clearing Systems (which statement shall be made available to the bearer upon request) stating the aggregate nominal amount of Notes represented by this permanent Permanent Global Note at any time shall be conclusive evidence and (unless this Permanent Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing System at that timetotal aggregate nominal amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this permanent Permanent Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (attached in the Sixth Schedule hereto which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended or and supplemented as at the Issue Datefrom time to time, the “Agency Agreement”) dated 29 April 2016 2 October 2020 between the IssuerEni S.p.A., the GuarantorEni Finance International SA, BNP Paribas Securities ServicesThe Bank of New York Mellon, Luxembourg London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent Permanent Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Third Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent Permanent Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent Permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together, Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended as by or on behalf of the case may be Belgian Paying Agent upon (i) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Permanent Global Note upon issue), (iiiii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Permanent Global Note for Definitive Notes, (iviii) the redemption or purchase and cancellation of Notes represented hereby hereby, and/or (viv) the exchange of interests in this permanent Permanent Global Note for direct enforcement rights, all as described below. The records of Promise to Pay Subject as provided herein, the relevant Clearing Systems (which expression in this permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing Systems (which statement shall be made available promises to pay to the bearer of this Permanent Global Note, upon requestpresentation and (when no further payment is due in respect of this Permanent Global Note) stating surrender of this Permanent Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this permanent Permanent Global Note and (unless this Permanent Global Note does not bear interest) to pay interest in respect of such aggregate nominal amount of Notes from the Interest Commencement Date in arrear at any time the rates, on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the EFI Notes represented by this Global Note, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. For as long as the Global Note is held by and settled through the NBB Securities Settlement System, the Global Note will be immobilised and holders of book-entry interests in the EFI Notes shall have a co-ownership right in the EFI Notes. Payments in relation to such an EFI Note shall be conclusive evidence made in accordance with the NBB Securities Settlement System Regulations and the provisions of the records Clearing Services Agreement. Payments made by the Issuer in euro to the NBB will discharge the Issuer’s obligations in respect of the relevant Clearing System at that timeEFI Notes. Payments in any currency other than euro of principal or interest owing under the EFI Notes shall be made through the Paying Agent and Euroclear and /or Clearstream, Luxembourg (in accordance with the rules thereof).

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this permanent Temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended or supplemented as at the Issue Datefrom time to time, the “Agency Agreement”) dated 29 April 2016 3 October 2019 between the IssuerEni S.p.A., the GuarantorEni Finance International SA, BNP Paribas Securities ServicesThe Bank of New York Mellon, Luxembourg London Branch as fiscal agent and the other agents named in itit and attached hereto, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent Temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent Temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If Part A of the Schedule hereto specifies that the applicable TEFRA exemption is either “TEFRA C” or “not applicable”, this Temporary Global Note is a “TEFRA C Note”, otherwise this Temporary Global Note is a “TEFRA D Note”. Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent Temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered in the records of both Euroclear and Clearstream, Luxembourg (together, together the “relevant Clearing Systems”), which shall be completed and/or amended amended, as the case may be be, upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of the interests this Temporary Global Note for a corresponding interest recorded in the records of the relevant Clearing Systems in the temporary a Permanent Global Note initially representing the Notes for a corresponding interest herein (in or, as the case of may be, for Definitive Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note upon issue)or Registered Notes, (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note for Definitive Notes, (iv) the redemption or purchase and cancellation of Notes represented hereby and/or (viv) the exchange of interests in this permanent Temporary Global Note for direct enforcement rights, all as described below. The records of the relevant Clearing Systems (which expression in this permanent Temporary Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Temporary Global Note and, for these purposes, a statement issued by a relevant Clearing Systems System (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes represented by this permanent the Temporary Global Note at any time shall be conclusive evidence of the records of the relevant Clearing System Systems at that time. Promise to Pay Subject as provided herein, the Issuer, for value received, promises to pay to the bearer of this Temporary Global Note, upon presentation and (when no further payment is due in respect of this Temporary Global Note) surrender of this Temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this Temporary Global Note and (unless this Temporary Global Note does not bear interest) to pay interest in respect of the Notes from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this permanent temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended base prospectus prepared by the Issuer and Restated Agency Agreement dated 31 May 2022 (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 29 April 2016 between the Issuer, the Guarantor, BNP Paribas Securities Services, Luxembourg Branch as fiscal agent and the other agents named in it), as such form is supplemented and/or modified and/or superseded by the provisions of this permanent temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Second Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 31 May 2022 between the Issuer, Citibank, N.A., London Branch as fiscal agent and the other agents named in it. If Part A of the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”. Aggregate Nominal Principal Amount The aggregate nominal principal amount from time to time of this permanent temporary Global Note shall be an amount equal to the aggregate nominal principal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together, Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended as by or on behalf of the case may be Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the this temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note or for Definitive Notes, (iviii) the redemption or purchase and cancellation of Notes represented hereby and/or (viv) the exchange of interests in this permanent temporary Global Note for direct enforcement rights, all as described below. The records of Promise to Pay Subject as provided herein, the relevant Clearing Systems (which expression in this permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing Systems (which statement shall be made available promises to pay to the bearer of this temporary Global Note, upon requestpresentation and (when no further payment is due in respect of this temporary Global Note) stating surrender of this temporary Global Note, on the nominal Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate principal amount of Notes represented by this permanent temporary Global Note at any time shall be conclusive evidence and (unless this temporary Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing System at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this permanent temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement dated 15 May 2020, as amended or supplemented from time to time (as so amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 29 April 2016 between the Issuer, the Guarantor, BNP Paribas Securities Services, Luxembourg Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Second Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If Part A of the Second Schedule hereto specifies that the applicable TEFRA exemption is either “TEFRA C” or “TEFRA not applicable”, this temporary Global Note is a “TEFRA C Note”, otherwise this temporary Global Note is a “TEFRA D Note”. Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together, Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended as by or on behalf of the case may be Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the this temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note upon issue)or, as the case may be, for Definitive Notes or Registered Notes, (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note for Definitive Notes, (iv) the redemption or purchase and cancellation of Notes represented hereby and/or (viv) the exchange of interests in this permanent temporary Global Note for direct enforcement rights, all as described below. The records of Promise to Pay Subject as provided herein, the relevant Clearing Systems (which expression in this permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing Systems (which statement shall be made available promises to pay to the bearer of this temporary Global Note, upon requestpresentation and (when no further payment is due in respect of this temporary Global Note) stating surrender of this temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this permanent temporary Global Note at any time shall be conclusive evidence and (unless this temporary Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing System at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this permanent temporary Global Note to the "Conditions" are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C ‎‎Schedule 4 (Terms and Conditions of the Notes) to the Amended and Restated Agency Agreement Trust Deed (as amended or supplemented as at the Issue Date, the “Agency Agreement”"Trust Deed") dated 29 27 April 2016 2011 between the Issuer, the Guarantor, BNP Paribas Securities Services, Luxembourg Branch and HSBC Corporate Trustee Company (UK) Limited as fiscal agent and the other agents named in ittrustee, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent temporary Global Note shall have the meanings given to them in the Conditions or the Agency AgreementTrust Deed. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either "C Rules" or "not applicable", this temporary Global Note is a "C Rules Note", otherwise this temporary Global Note is a "D Rules Note". Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered in the records of both Euroclear and Clearstream, Luxembourg (together, together the "relevant Clearing Systems"), which shall be completed and/or amended amended, as the case may be be, upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of the interests this temporary Global Note for a corresponding interest recorded in the records of the relevant Clearing Systems in the temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note or for Definitive Notes, (iviii) the redemption or purchase and cancellation of Notes represented hereby and/or (viv) in the exchange case of interests Partly Paid Notes, the forfeiture of Notes represented hereby in this permanent Global Note for direct enforcement rightsaccordance with the Conditions relating to such Partly Paid Notes, all as described below. The records of the relevant Clearing Systems (which expression in this permanent temporary Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers' interests in the Notes, but excluding any interest in any Notes of one Clearing System sharing the records of another Clearing System) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent temporary Global Note and, for these purposes, a statement issued by a relevant Clearing Systems System (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes represented by this permanent the temporary Global Note at any time shall be conclusive evidence of the records of the relevant Clearing System Systems at that time.

Appears in 1 contract

Samples: PPL Corp

Interpretation and Definitions. References in this permanent Permanent Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (and attached in the Fifth Schedule hereto which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement dated 6 October 2022 (as amended or and supplemented as at the Issue Datefrom time to time, the “Agency Agreement”) dated 29 April 2016 between the IssuerEni S.p.A., the GuarantorThe Bank of New York Mellon, BNP Paribas Securities Services, Luxembourg London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent Permanent Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Third Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent Permanent Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent Permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together, Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended as by or on behalf of the case may be Fiscal Agent upon (i) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the temporary Temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Permanent Global Note upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Permanent Global Note for Definitive Notes or Registered Notes, (iv) the redemption or purchase and cancellation of Notes represented hereby and/or (v) the exchange of interests in this permanent Permanent Global Note for direct enforcement rights, all as described below. The records of Promise to Pay Subject as provided herein, the relevant Clearing Systems (which expression in this permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing Systems (which statement shall be made available promises to pay to the bearer of this Permanent Global Note, upon requestpresentation and (when no further payment is due in respect of this Permanent Global Note) stating surrender of this Permanent Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this permanent Permanent Global Note at any time shall be conclusive evidence and (unless this Permanent Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing System at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this permanent Temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended or supplemented as at the Issue Datefrom time to time, the “Agency Agreement”) dated 29 April 2016 5 October 2023 between the IssuerEni S.p.A., the GuarantorThe Bank of New York Mellon, BNP Paribas Securities Services, Luxembourg London Branch as fiscal agent and the other agents named in itit and attached hereto, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent Temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent Temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If Part A of the Schedule hereto specifies that the applicable TEFRA exemption is either “TEFRA C” or “not applicable”, this Temporary Global Note is a “TEFRA C Note”, otherwise this Temporary Global Note is a “TEFRA D Note”. Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent Temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered in the records of both Euroclear and Clearstream, Luxembourg (together, together the “relevant Clearing Systems”), which shall be completed and/or amended amended, as the case may be be, upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of the interests this Temporary Global Note for a corresponding interest recorded in the records of the relevant Clearing Systems in the temporary a Permanent Global Note initially representing the Notes for a corresponding interest herein (in or, as the case of may be, for Definitive Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note upon issue)or Registered Notes, (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note for Definitive Notes, (iv) the redemption or purchase and cancellation of Notes represented hereby and/or (viv) the exchange of interests in this permanent Temporary Global Note for direct enforcement rights, all as described below. The records of the relevant Clearing Systems (which expression in this permanent Temporary Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Temporary Global Note and, for these purposes, a statement issued by a relevant Clearing Systems System (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes represented by this permanent the Temporary Global Note at any time shall be conclusive evidence of the records of the relevant Clearing System Systems at that time. Promise to Pay Subject as provided herein, the Issuer, for value received, promises to pay to the bearer of this Temporary Global Note, upon presentation and (when no further payment is due in respect of this Temporary Global Note) surrender of this Temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this Temporary Global Note and (unless this Temporary Global Note does not bear interest) to pay interest in respect of the Notes from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this permanent Temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are as specified in the form set out in Schedule 2 Part C Issue Deed relating to the Amended Notes (the “Issue Deed”, and Restated Agency Agreement (as amended or supplemented as at together with the Issue DateMaster Trust Terms specified therein, the “Agency AgreementTrust Deed) dated 29 April 2016 between the Issuer), the Guarantor, BNP Paribas Securities Services, Luxembourg Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto)Note, which in the event of any conflict shall prevail). Other capitalised terms used in this permanent Temporary Global Note shall shall, unless otherwise defined, have the meanings given to them in the Conditions or the Agency AgreementTrust Deed. This Temporary Global Note is a [“D Rules Note”]/[“C Rules Note”]. Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent Temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together, the “relevant Clearing Systems”)Schedule hereto, which shall be completed and/or amended as by or on behalf of the case may be Issuing and Paying Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the temporary this Temporary Global Note initially representing the Notes for a corresponding interest herein (in a Permanent Global Note or, as the case of Notes represented by a temporary Global Note upon issue)may be, (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note for Definitive Notes, and/or (iviii) the redemption or purchase and cancellation of Notes represented hereby and/or (v) the exchange of interests in this permanent Global Note for direct enforcement rightshereby, all as described below. The records of Promise to Pay Subject as provided herein, the relevant Clearing Systems (which expression in this permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing Systems (which statement shall be made available hereby promises to pay to the bearer of this Temporary Global Note, upon requestpresentation and (when no further payment is due in respect of this Temporary Global Note) stating surrender of this Temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this permanent Temporary Global Note at any time shall be conclusive evidence and (unless this Temporary Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing System at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: ise-prodnr-eu-west-1-data-integration.s3-eu-west-1.amazonaws.com

Interpretation and Definitions. References in this permanent Permanent Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are as specified in the form set out in Schedule 2 Part C Issue Deed relating to the Amended Notes (the “Issue Deed”, and Restated Agency Agreement (as amended or supplemented as at together with the Issue DateMaster Trust Terms specified therein, the “Agency AgreementTrust Deed) dated 29 April 2016 between the Issuer), the Guarantor, BNP Paribas Securities Services, Luxembourg Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto)Note, which in the event of any conflict shall prevail). Other capitalised terms used in this permanent Permanent Global Note shall shall, unless otherwise defined, have the meanings given to them in the Conditions or the Agency AgreementTrust Deed. Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent Permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together, the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended as by or on behalf of the case may be Issuing and Paying Agent upon (i) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the temporary Temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Permanent Global Note upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Permanent Global Note for Definitive Notes, and/or (iv) the redemption or purchase and cancellation of Notes represented hereby and/or (v) the exchange of interests in this permanent Global Note for direct enforcement rightshereby, all as described below. The records of Promise to Pay Subject as provided herein, the relevant Clearing Systems (which expression in this permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing Systems (which statement shall be made available hereby promises to pay to the bearer of this Permanent Global Note, upon requestpresentation and (when no further payment is due in respect of this Permanent Global Note) stating surrender of this Permanent Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this permanent Permanent Global Note at any time shall be conclusive evidence and (unless this Permanent Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing System at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: ise-prodnr-eu-west-1-data-integration.s3-eu-west-1.amazonaws.com

Interpretation and Definitions. References in this permanent Permanent Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (and attached in the Fifth Schedule hereto which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement dated 12 October 2021 (as amended or and supplemented as at the Issue Datefrom time to time, the “Agency Agreement”) dated 29 April 2016 between the IssuerEni S.p.A., the GuarantorEni Finance International SA, BNP Paribas Securities ServicesThe Bank of New York Mellon, Luxembourg London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent Permanent Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Third Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent Permanent Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent Permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together, Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended as by or on behalf of the case may be Fiscal Agent upon (i) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the temporary Temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Permanent Global Note upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Permanent Global Note for Definitive Notes or Registered Notes, (iv) the redemption or purchase and cancellation of Notes represented hereby and/or (v) the exchange of interests in this permanent Permanent Global Note for direct enforcement rights, all as described below. The records of Promise to Pay Subject as provided herein, the relevant Clearing Systems (which expression in this permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing Systems (which statement shall be made available promises to pay to the bearer of this Permanent Global Note, upon requestpresentation and (when no further payment is due in respect of this Permanent Global Note) stating surrender of this Permanent Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this permanent Permanent Global Note at any time shall be conclusive evidence and (unless this Permanent Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing System at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this permanent Permanent Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended amended, restated or supplemented as at the Issue Date, the “Agency Agreement”) dated 29 April 2016 3 August 2022 between the Issuer, the Guarantor, BNP Paribas Securities ServicesCitibank, Luxembourg N.A., London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent Permanent Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), * Delete as applicable.‌ ** Delete for Notes issued by Holcim Ltd which in the event of any conflict shall prevail). Other capitalised terms used in this permanent Permanent Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent Permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered in the records of both Euroclear and Clearstream, Luxembourg (together, the “relevant Clearing Systems”), which shall be completed and/or amended as the case may be upon (i) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the temporary Temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Permanent Global Note upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Permanent Global Note for Definitive Notes or Registered Notes, (iv) the redemption or purchase and cancellation of Notes represented hereby and/or (v) the exchange of interests in this permanent Permanent Global Note for direct enforcement rights, all as described below. The records of the relevant Clearing Systems (which expression in this permanent Permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Permanent Global Note and, for these purposes, a statement issued by a relevant Clearing Systems (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes represented by this permanent Permanent Global Note at any time shall be conclusive evidence of the records of the relevant Clearing System at that time. Promise to Pay Subject as provided herein, the Issuer, for value received, promises to pay to, or to the order of, the bearer of this Permanent Global Note upon surrender of this Permanent Global Note on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this Permanent Global Note and (unless this Permanent Global Note does not bear interest) to pay interest in respect of the Notes from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate nominal amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this permanent temporary Global Note Bond to the “Conditions” are to the Terms and Conditions applicable to the Notes Bonds (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement Trust Deed (as amended or supplemented as at the Issue Date, the “Agency AgreementTrust Deed”) dated 29 April 2016 [SIGNING DATE] between the Issuer, the GuarantorGuarantor and Citibank, BNP Paribas Securities ServicesN.A., Luxembourg London Branch as fiscal agent and the other agents named in itbond trustee, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent temporary Global Note Bond (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent temporary Global Note Bond shall have the meanings given to them in the Conditions or the Agency AgreementTrust Deed. If the Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Bond is a “C Rules Bond”, otherwise this temporary Global Bond is a “D Rules Bond”. Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent temporary Global Note Bond shall be an amount equal to the aggregate nominal amount of the Notes Bonds from time to time entered in the records of both Euroclear and Clearstream, Luxembourg (together, together the “relevant Clearing Systems”), which shall be completed and/or amended amended, as the case may be be, upon (i) the issue of Bonds represented hereby, (ii) the exchange of the whole or a part of the interests this temporary Global Bond for a corresponding interest recorded in the records of the relevant Clearing Systems in the temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note upon issue), Bond or for Definitive Bonds and/or (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note for Definitive Notes, (iv) the redemption or purchase and cancellation of Notes Bonds represented hereby and/or (v) the exchange of interests in this permanent Global Note for direct enforcement rightshereby, all as described below. The records of the relevant Clearing Systems (which expression in this permanent temporary Global Note Bond means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the NotesBonds) shall be conclusive evidence of the nominal amount of the Notes Bonds represented by this permanent temporary Global Note Bond and, for these purposes, a statement issued by a relevant Clearing Systems System (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes Bonds represented by this permanent the temporary Global Note Bond at any time shall be conclusive evidence of the records of the relevant Clearing System Systems at that time. Promise to Pay Subject as provided herein, the Issuer, for value received, promises to pay to the bearer of this temporary Global Bond, upon presentation and (when no further payment is due in respect of this temporary Global Bond) surrender of this temporary Global Bond, on the Maturity Date as defined in the Conditions (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Bonds represented by this temporary Global Bond and (unless this temporary Global Bond does not bear interest) to pay interest in respect of the Bonds from the Interest Commencement Date as defined in the Conditions in arrear at the rates, on the dates for payment, and in accordance with the method of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the Bonds, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: www.ellevio.se

Interpretation and Definitions. References in this permanent Temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (attached in the Fifth Schedule hereto which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended or and supplemented as at the Issue Datefrom time to time, the “Agency Agreement”) dated 29 April 2016 12 October 2021 between the IssuerEni S.p.A., the GuarantorEni Finance International SA, BNP Paribas Securities ServicesThe Bank of New York Mellon, Luxembourg London Branch as fiscal agent and the other agents named in itit and attached hereto, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent Temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Second Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent Temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “TEFRA C” or “not applicable”, this Temporary Global Note is a “TEFRA C Note”, otherwise this Temporary Global Note is a “TEFRA D Note”. Aggregate Nominal Amount amount The aggregate nominal amount from time to time of this permanent Temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together, Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended as by or on behalf of the case may be Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the temporary this Temporary Global Note initially representing the Notes for a corresponding interest herein (in a Permanent Global Note or, as the case of may be, for Definitive Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note upon issue)or Registered Notes, (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note for Definitive Notes, (iv) the redemption or purchase and cancellation of Notes represented hereby hereby, and/or (viv) the exchange of interests in this permanent Temporary Global Note for direct enforcement rights, all as described below. The records of Promise to Pay Subject as provided herein, the relevant Clearing Systems (which expression in this permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing Systems (which statement shall be made available promises to pay to the bearer of this Temporary Global Note, upon requestpresentation and (when no further payment is due in respect of this Temporary Global Note) stating surrender of this Temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this permanent Temporary Global Note at any time shall be conclusive evidence and (unless this Temporary Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing System at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this permanent Temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (attached in the Fifth Schedule hereto which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended or and supplemented as at the Issue Datefrom time to time, the “Agency Agreement”) dated 29 April 2016 6 October 2022 between the IssuerEni S.p.A., the GuarantorThe Bank of New York Mellon, BNP Paribas Securities Services, Luxembourg London Branch as fiscal agent and the other agents named in itit and attached hereto, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent Temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Second Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent Temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “TEFRA C” or “not applicable”, this Temporary Global Note is a “TEFRA C Note”, otherwise this Temporary Global Note is a “TEFRA D Note”. Aggregate Nominal Amount amount The aggregate nominal amount from time to time of this permanent Temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together, Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended as by or on behalf of the case may be Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the temporary this Temporary Global Note initially representing the Notes for a corresponding interest herein (in a Permanent Global Note or, as the case of may be, for Definitive Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note upon issue)or Registered Notes, (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note for Definitive Notes, (iv) the redemption or purchase and cancellation of Notes represented hereby hereby, and/or (viv) the exchange of interests in this permanent Temporary Global Note for direct enforcement rights, all as described below. The records of Promise to Pay Subject as provided herein, the relevant Clearing Systems (which expression in this permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing Systems (which statement shall be made available promises to pay to the bearer of this Temporary Global Note, upon requestpresentation and (when no further payment is due in respect of this Temporary Global Note) stating surrender of this Temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this permanent Temporary Global Note at any time shall be conclusive evidence and (unless this Temporary Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing System at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this permanent temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C B to the Amended and Restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 29 April 2016 11 May 2020 between the Issuer, the Guarantor, BNP Paribas Securities ServicesThe Bank of New York Mellon, Luxembourg London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Second Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If Part A of the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”. The issuer has executed a public deed (escritura pública) relating to the Notes before a Spanish Notary Public on or prior to the issue date. Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together, Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended as by or on behalf of the case may be Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the this temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note or for Definitive Notes, (iviii) the redemption or purchase and cancellation of Notes represented hereby and/or (viv) the exchange of interests in this permanent temporary Global Note for direct enforcement rights, all as described below. The records of Promise to Pay Subject as provided herein, the relevant Clearing Systems (which expression in this permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing Systems (which statement shall be made available promises to pay to the bearer of this temporary Global Note, upon requestpresentation and (when no further payment is due in respect of this temporary Global Note) stating surrender of this temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this permanent temporary Global Note at any time shall be conclusive evidence and (unless this temporary Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing System at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this permanent temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Part B of Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 29 April 2016 12 May 2017 between the Issuer, the Guarantor, BNP Paribas Securities Services, Luxembourg Branch Société Générale Bank & Trust S.A. as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”. The Issuer has executed a public deed (escritura pública) relating to the Notes dated [●]2017 granted before the Notary of Madrid, Spain, [●] with number [●] of his/her protocol. Aggregate Nominal Principal Amount The aggregate nominal principal amount from time to time of this permanent temporary Global Note shall be an amount equal to the aggregate nominal principal amount of the Notes from time to time entered in the records of both Euroclear and Clearstream, Luxembourg (together, together the “relevant Clearing Systems”), which shall be completed and/or amended amended, as the case may be be, upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of the interests this temporary Global Note for a corresponding interest recorded in the records of the relevant Clearing Systems in the temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note or for Definitive Notes, (iviii) the redemption or purchase and cancellation of Notes represented hereby and/or (viv) the exchange of interests in this permanent temporary Global Note for direct enforcement rights, all as described below. The records of the relevant Clearing Systems (which expression in this permanent temporary Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal principal amount of the Notes represented by this permanent temporary Global Note and, for these purposes, a statement issued by a relevant Clearing Systems System (which statement shall be made available to the bearer upon request) stating the nominal principal amount of Notes represented by this permanent the temporary Global Note at any time shall be conclusive evidence of the records of the relevant Clearing System Systems at that time. Promise to Pay Subject as provided herein, the Issuer, for value received, promises to pay to the bearer of this temporary Global Note, upon presentation and (when no further payment is due in respect of this temporary Global Note) surrender of this temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate principal amount of Notes represented by this temporary Global Note and (unless this temporary Global Note does not bear interest) to pay interest in respect of the Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this permanent temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Part B of Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 29 April 2016 25 March 2021 between the Issuer, the Guarantor, BNP Paribas Securities Services, Societe Generale Luxembourg Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Second Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If Part A of the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”. The Issuer has executed a public deed (escritura pública) relating to the Notes dated [●] granted before the Notary of Madrid, Spain, [●] with number [●] of his/her protocol. Aggregate Nominal Principal Amount The aggregate nominal principal amount from time to time of this permanent temporary Global Note shall be an amount equal to the aggregate nominal principal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together, Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended as by or on behalf of the case may be Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the this temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note or for Definitive Notes, (iviii) the redemption or purchase and cancellation of Notes represented hereby hereby, and/or (viv) the exchange of interests in this permanent temporary Global Note for direct enforcement rights, all as described below. The records of Promise to Pay Subject as provided herein, the relevant Clearing Systems (which expression in this permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing Systems (which statement shall be made available promises to pay to the bearer of this temporary Global Note, upon requestpresentation and (when no further payment is due in respect of this temporary Global Note) stating surrender of this temporary Global Note, on the nominal Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate principal amount of Notes represented by this permanent temporary Global Note at any time shall be conclusive evidence and (unless this temporary Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing System at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this permanent temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 29 April 2016 7 November 2022 between the Issuer, the GuarantorCitibank N.A., BNP Paribas Securities Services, Luxembourg London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Second Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If Part A of the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”. Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together, Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended as by or on behalf of the case may be Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the this temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note or for Definitive Notes, (iviii) the redemption or purchase and cancellation of Notes represented hereby and/or (viv) the exchange of interests in this permanent temporary Global Note for direct enforcement rights, all as described below. The records of Promise to Pay Subject as provided herein, the relevant Clearing Systems (which expression in this permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing Systems (which statement shall be made available promises to pay to the bearer of this temporary Global Note, upon requestpresentation and (when no further payment is due in respect of this temporary Global Note) stating surrender of this temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this permanent temporary Global Note at any time shall be conclusive evidence and (unless this temporary Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing System at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this permanent Registered Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C 6 to the Amended and Restated Agency Agreement dated 25 September 2006 (as further supplemented and/or amended or supplemented and/or restated as at the Issue Date, the “Agency Agreement”) dated 29 April 2016 between between, among others, the Issuer, the Guarantor, BNP Paribas Securities ServicesDeutsche Bank AG, Luxembourg London Branch as fiscal agent Fiscal Agent and the other agents Agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent Registered Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule Appendix hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent Registered Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. Aggregate Nominal Amount 108 Promise to Pay The aggregate nominal amount from time Issuer, for value received, promises to time of this permanent Global Note shall be an amount equal pay to the aggregate nominal amount of the Notes from time to time entered in the records of both Euroclear and Clearstream, Luxembourg (together, the “relevant Clearing Systems”), which shall be completed and/or amended as the case may be upon (i) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note for Definitive Notes, (iv) the redemption or purchase and cancellation of Notes represented hereby and/or (v) the exchange of interests in this permanent Global Note for direct enforcement rights, all as described below. The records of the relevant Clearing Systems (which expression in this permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount holder of the Notes represented by this permanent Registered Global Note and, for these purposes, a statement issued by a relevant Clearing Systems upon presentation and (which statement shall be made available to when no further payment is due in respect of the bearer upon request) stating the nominal amount of Notes represented by this permanent Registered Global Note) surrender of this Registered Global Note on the Maturity Date (or on such earlier date as the Redemption Amount may become payable in accordance with the Conditions) the Redemption Amount in respect of the Notes represented by this Registered Global Note and (unless the Notes represented by this Certificate do not bear interest) to pay interest in respect of such Notes from the Interest Commencement Date in arrear at any time shall the rates, in the amounts and on the dates for payment provided for in the Conditions together with such other sums and additional amounts (if any) as may be conclusive payable under the Conditions, in accordance with the Conditions. For the purposes of this Registered Global Note, (a) the holder of the Notes represented by this Registered Global Note is bound by the provisions of the Agency Agreement, (b) the Issuer certifies that the Registered Holder is, at the date hereof, entered in the Register as the holder of the Notes represented by this Registered Global Note, (c) this Registered Global Note is evidence of entitlement only, (d) title to the records Notes represented by this Registered Global Note passes only on due registration on the Register, and (e) only the holder of the relevant Clearing System at that timeNotes represented by this Registered Global Note is entitled to payments in respect of the Notes represented by this Registered Global Note.

Appears in 1 contract

Samples: Agency Agreement (Australia & New Zealand Banking Group LTD)

Interpretation and Definitions. References in this permanent temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement Trust Deed (as amended or supplemented as at the Issue Date, the “Agency AgreementTrust Deed”) dated 29 2 April 2016 2007 between the Issuer, [BSkyB Finance UK plc/British Sky Broadcasting Group plc]*, the Guarantor, BNP Paribas Securities Services, Luxembourg Branch Initial Guarantors and BNY Corporate Trustee Services Limited as fiscal agent and the other agents named in ittrustee, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Second Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent temporary Global Note shall have the meanings given to them in the Conditions or the Agency AgreementTrust Deed. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”. Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together, the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended as by or on behalf of the case may be Issuing and Paying Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the this temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note upon issue)or, as the case may be, for Definitive Notes or Registered Notes, (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note for Definitive Notes, (iv) the redemption or purchase and cancellation of Notes represented hereby and/or (viv) in the exchange case of interests Partly Paid Notes, the forfeiture * Delete as applicable Back to Contents of Notes represented hereby in this permanent Global Note for direct enforcement rightsaccordance with the Conditions relating to such Partly Paid Notes, all as described below. The records of Promise to Pay Subject as provided herein, the relevant Clearing Systems (which expression in this permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing Systems (which statement shall be made available promises to pay to the bearer of this temporary Global Note, upon requestpresentation and (when no further payment is due in respect of this temporary Global Note) stating surrender of this temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this permanent temporary Global Note at any time shall be conclusive evidence and (unless this temporary Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing System at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: British Sky Broadcasting Group PLC

Interpretation and Definitions. References in this permanent temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement dated 10 April 2024, as amended or supplemented from time to time (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 29 April 2016 between the Issuer, the GuarantorDeutsche Bank AG, BNP Paribas Securities Services, Luxembourg London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Second Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If Part A of the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”. Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together, Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended as by or on behalf of the case may be Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the this temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note or for Definitive Notes, (iviii) the redemption or purchase and cancellation of Notes represented hereby and/or (v) the exchange of interests in this permanent Global Note for direct enforcement rightshereby, all as described below. The records of the relevant Clearing Systems (which expression in this permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Global Note and, for these purposes, a statement issued by a relevant Clearing Systems (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes represented by this permanent Global Note at any time shall be conclusive evidence of the records of the relevant Clearing System at that time.or

Appears in 1 contract

Samples: edge.sitecorecloud.io

Interpretation and Definitions. References in this permanent Temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended or supplemented as at the Issue Datefrom time to time, the “Agency Agreement”) dated 29 April 2016 12 October 2021 between the IssuerEni S.p.A., the GuarantorEni Finance International SA, BNP Paribas Securities ServicesThe Bank of New York Mellon, Luxembourg London Branch as fiscal agent and the other agents named in itit and attached hereto, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent Temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent Temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If Part A of the Schedule hereto specifies that the applicable TEFRA exemption is either “TEFRA C” or “not applicable”, this Temporary Global Note is a “TEFRA C Note”, otherwise this Temporary Global Note is a “TEFRA D Note”. Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent Temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered in the records of both Euroclear and Clearstream, Luxembourg (together, together the “relevant Clearing Systems”), which shall be completed and/or amended amended, as the case may be be, upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of the interests this Temporary Global Note for a corresponding interest recorded in the records of the relevant Clearing Systems in the temporary a Permanent Global Note initially representing the Notes for a corresponding interest herein (in or, as the case of may be, for Definitive Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note upon issue)or Registered Notes, (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note for Definitive Notes, (iv) the redemption or purchase and cancellation of Notes represented hereby and/or (viv) the exchange of interests in this permanent Temporary Global Note for direct enforcement rights, all as described below. The records of the relevant Clearing Systems (which expression in this permanent Temporary Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Temporary Global Note and, for these purposes, a statement issued by a relevant Clearing Systems System (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes represented by this permanent the Temporary Global Note at any time shall be conclusive evidence of the records of the relevant Clearing System Systems at that time. Promise to Pay Subject as provided herein, the Issuer, for value received, promises to pay to the bearer of this Temporary Global Note, upon presentation and (when no further payment is due in respect of this Temporary Global Note) surrender of this Temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this Temporary Global Note and (unless this Temporary Global Note does not bear interest) to pay interest in respect of the Notes from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

AutoNDA by SimpleDocs

Interpretation and Definitions. References in this permanent Permanent Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (attached in the Sixth Schedule hereto which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended or and supplemented as at the Issue Datefrom time to time, the “Agency Agreement”) dated 29 April 2016 12 October 2021 between the IssuerEni S.p.A., the GuarantorEni Finance International SA, BNP Paribas Securities ServicesThe Bank of New York Mellon, Luxembourg London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent Permanent Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Third Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent Permanent Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent Permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together, Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended as by or on behalf of the case may be Belgian Paying Agent upon (i) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Permanent Global Note upon issue), (iiiii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Permanent Global Note for Definitive Notes, (iviii) the redemption or purchase and cancellation of Notes represented hereby hereby, and/or (viv) the exchange of interests in this permanent Permanent Global Note for direct enforcement rights, all as described below. The records of Promise to Pay Subject as provided herein, the relevant Clearing Systems (which expression in this permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing Systems (which statement shall be made available promises to pay to the bearer of this Permanent Global Note, upon requestpresentation and (when no further payment is due in respect of this Permanent Global Note) stating surrender of this Permanent Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this permanent Permanent Global Note and (unless this Permanent Global Note does not bear interest) to pay interest in respect of such aggregate nominal amount of Notes from the Interest Commencement Date in arrear at any time the rates, on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the EFI Notes represented by this Global Note, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. For as long as the Global Note is held by and settled through the NBB Securities Settlement System, the Global Note will be immobilised and holders of book-entry interests in the EFI Notes shall have a co-ownership right in the EFI Notes. Payments in relation to such an EFI Note shall be conclusive evidence made in accordance with the NBB Securities Settlement System Regulations and the provisions of the records Clearing Services Agreement. Payments made by the Issuer in euro to the NBB will discharge the Issuer’s obligations in respect of the relevant Clearing System at that timeEFI Notes. Payments in any currency other than euro of principal or interest owing under the EFI Notes shall be made through the Paying Agent and Euroclear and /or Clearstream, Luxembourg (in accordance with the rules thereof).

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this permanent Permanent Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (and attached in the Fifth Schedule hereto which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement dated 2 October 2020 (as amended or and supplemented as at the Issue Datefrom time to time, the “Agency Agreement”) dated 29 April 2016 between the IssuerEni S.p.A., the GuarantorEni Finance International SA, BNP Paribas Securities ServicesThe Bank of New York Mellon, Luxembourg London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent Permanent Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Third Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent Permanent Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent Permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together, Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended as by or on behalf of the case may be Fiscal Agent upon (i) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the temporary Temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Permanent Global Note upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Permanent Global Note for Definitive Notes or Registered Notes, (iv) the redemption or purchase and cancellation of Notes represented hereby and/or (v) the exchange of interests in this permanent Permanent Global Note for direct enforcement rights, all as described below. The records of Promise to Pay Subject as provided herein, the relevant Clearing Systems (which expression in this permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing Systems (which statement shall be made available promises to pay to the bearer of this Permanent Global Note, upon requestpresentation and (when no further payment is due in respect of this Permanent Global Note) stating surrender of this Permanent Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this permanent Permanent Global Note at any time shall be conclusive evidence and (unless this Permanent Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing System at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this permanent Temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (attached in the Fifth Schedule hereto which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended or and supplemented as at the Issue Datefrom time to time, the “Agency Agreement”) dated 29 April 2016 2 October 2020 between the IssuerEni S.p.A., the GuarantorEni Finance International SA, BNP Paribas Securities ServicesThe Bank of New York Mellon, Luxembourg London Branch as fiscal agent and the other agents named in itit and attached hereto, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent Temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Second Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent Temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “TEFRA C” or “not applicable”, this Temporary Global Note is a “TEFRA C Note”, otherwise this Temporary Global Note is a “TEFRA D Note”. Aggregate Nominal Amount amount The aggregate nominal amount from time to time of this permanent Temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together, Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended as by or on behalf of the case may be Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the temporary this Temporary Global Note initially representing the Notes for a corresponding interest herein (in a Permanent Global Note or, as the case of may be, for Definitive Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note upon issue)or Registered Notes, (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note for Definitive Notes, (iv) the redemption or purchase and cancellation of Notes represented hereby hereby, and/or (viv) the exchange of interests in this permanent Temporary Global Note for direct enforcement rights, all as described below. The records of Promise to Pay Subject as provided herein, the relevant Clearing Systems (which expression in this permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing Systems (which statement shall be made available promises to pay to the bearer of this Temporary Global Note, upon requestpresentation and (when no further payment is due in respect of this Temporary Global Note) stating surrender of this Temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this permanent Temporary Global Note at any time shall be conclusive evidence and (unless this Temporary Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing System at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this permanent temporary Global Note Bond to the “Conditions” are to the Terms and Conditions applicable to the Notes Bonds (which are in the form set out in Part C of Schedule 2 Part C to (Terms and Conditions of the Amended and Restated Agency Agreement Bonds) (as amended or supplemented as at the Issue Date, the “Agency AgreementTrust Deed”) dated 29 April 2016 [SIGNING DATE] between the Issuer, the GuarantorGuarantor and Citibank, BNP Paribas Securities ServicesN.A., Luxembourg London Branch as fiscal agent and the other agents named in itbond trustee, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent temporary Global Note Bond (including the supplemental definitions and any modifications or additions set out in Part A of the Second Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent temporary Global Note Bond shall have the meanings given to them in the Conditions or the Agency AgreementTrust Deed. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Bond is a “C Rules Bond”, otherwise this temporary Global Bond is a “D Rules Bond”. Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent temporary Global Note Bond shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered Bonds as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together, the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended as by or on behalf of the case may be upon Issuing and Paying Agent upon: (i) the issue of Bonds represented hereby; (ii) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the this temporary Global Note initially representing the Notes Bond for a corresponding interest herein (in the case of Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note upon issue), Bond or for Definitive Bonds; and/or (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note for Definitive Notes, (iv) the redemption or purchase and cancellation of Notes Bonds represented hereby and/or (v) the exchange of interests in this permanent Global Note for direct enforcement rightshereby, all as described below. The records Promise to Pay Subject as provided herein, the Issuer, for value received, promises to pay to the bearer of this temporary Global Bond, upon presentation and (when no further payment is due in respect of this temporary Global Bond) surrender of this temporary Global Bond, on the Maturity Date (as defined in the Conditions) (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the relevant Clearing Systems (which expression in this permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the aggregate nominal amount of the Notes Bonds represented by this permanent temporary Global Note andBond and (unless this temporary Global Bond does not bear interest) to pay interest in respect of the Bonds from the Interest Commencement Date (as defined in the Conditions) in arrear at the rates, on the dates for these purposespayment, a statement issued by a relevant Clearing Systems (which statement shall be and in accordance with the method of calculation provided for in the Conditions, save that the calculation is made available to in respect of the bearer upon request) stating the nominal total aggregate amount of Notes represented by this permanent Global Note at any time shall the Bonds, together with such other sums and additional amounts (if any) as may be conclusive evidence payable under the Conditions, in accordance with the Conditions and the provisions of the records of the relevant Clearing System at that timeTrust Deed.

Appears in 1 contract

Samples: www.ellevio.se

Interpretation and Definitions. References in this permanent Global Note to the “Conditions” are to the Terms terms and Conditions conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 29 April 2016 between the Issuer, the Guarantor, BNP Paribas Securities Services, Luxembourg Branch as fiscal agent and the other agents named in it, Principal Trust Deed as such form is supplemented and/or modified and/or superseded by the provisions of this permanent Permanent Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Third Schedule hereto), which in the event of any conflict shall prevail). 3 Include if Issuer is an Additional Issuer. 4 Include only where the maturity of the Notes is less than one year and the Notes are being sold into Ireland or to Irish Investors Other capitalised terms used in this permanent Permanent Global Note shall have the meanings given to them in the Conditions or the Agency AgreementPrincipal Trust Deed. Aggregate Nominal Principal Amount The aggregate nominal principal amount from time to time of this permanent Permanent Global Note shall be an amount equal to the aggregate nominal principal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together, the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended as by or on behalf of the case may be Issuing and Paying Agent upon (i) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the temporary Temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Permanent Global Note upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Permanent Global Note for Definitive Notes or Registered Notes, (iv) the redemption or purchase and cancellation of Notes represented hereby and/or (v) in the exchange case of interests Partly-Paid Notes, the forfeiture of Notes represented hereby in this permanent Global Note for direct enforcement rightsaccordance with the Conditions relating to such Partly-Paid Notes, all as described below. The records Promise to Pay Subject as provided herein, the Issuer, for value received, hereby promises to pay to the holder of this Permanent Global Note, upon presentation and (when no further payment is due in respect of this Permanent Global Note) surrender of this Permanent Global Note, on the Maturity Date (or on such earlier date as the Redemption Amount may become repayable in accordance with the Conditions) the Redemption Amount in respect of the relevant Clearing Systems (which expression in this permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Global Note and, for these purposes, a statement issued by a relevant Clearing Systems (which statement shall be made available to the bearer upon request) stating the nominal aggregate principal amount of Notes represented by this permanent Permanent Global Note at any time shall be conclusive evidence and (unless this Permanent Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing System at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Option Agreement

Interpretation and Definitions. References in this permanent temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Part B of Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 29 April 2016 22 May 2020 between the Issuer, the Guarantor, BNP Paribas Securities Services, Societe Generale Luxembourg Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Second Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If Part A of the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”. The Issuer has executed a public deed (escritura pública) relating to the Notes dated [●] granted before the Notary of Madrid, Spain, [●] with number [●] of his/her protocol. Aggregate Nominal Principal Amount The aggregate nominal principal amount from time to time of this permanent temporary Global Note shall be an amount equal to the aggregate nominal principal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together, Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended as by or on behalf of the case may be Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the this temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note or for Definitive Notes, (iviii) the redemption or purchase and cancellation of Notes represented hereby hereby, and/or (viv) the exchange of interests in this permanent temporary Global Note for direct enforcement rights, all as described below. The records of Promise to Pay Subject as provided herein, the relevant Clearing Systems (which expression in this permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing Systems (which statement shall be made available promises to pay to the bearer of this temporary Global Note, upon requestpresentation and (when no further payment is due in respect of this temporary Global Note) stating surrender of this temporary Global Note, on the nominal Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate principal amount of Notes represented by this permanent temporary Global Note at any time shall be conclusive evidence and (unless this temporary Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing System at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this permanent temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 29 April 2016 25 September 2019 between the Issuer, the Guarantor, BNP Paribas Securities Services, Luxembourg Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “TEFRA C” or “TEFRA not applicable”, this temporary Global Note is a “TEFRA C Note”, otherwise this temporary Global Note is a “TEFRA D Note”. Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered in the records of both Euroclear and Clearstream, Luxembourg (together, together the “relevant Clearing Systems”), which shall be completed and/or amended amended, as the case may be be, upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of the interests this temporary Global Note for a corresponding interest recorded in the records of the relevant Clearing Systems in the temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note or for Definitive Notes, (iviii) the redemption or purchase and cancellation of Notes represented hereby and/or (viv) the exchange of interests in this permanent temporary Global Note for direct enforcement rights, all as described below. The records of the relevant Clearing Systems (which expression in this permanent temporary Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent temporary Global Note and, for these purposes, a statement issued by a relevant Clearing Systems System (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes represented by this permanent the temporary Global Note at any time shall be conclusive evidence of the records of the relevant Clearing System Systems at that time. Promise to Pay Subject as provided herein, the Issuer, for value received, promises to pay to the bearer of this temporary Global Note, upon presentation and (when no further payment is due in respect of this temporary Global Note) surrender of this temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this temporary Global Note and (unless this temporary Global Note does not bear interest) to pay interest in respect of the Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this permanent temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 29 April 2016 25 September 2019 between the Issuer, the Guarantor, BNP Paribas Securities Services, Luxembourg Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Second Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If Part A of the Second Schedule hereto specifies that the applicable TEFRA exemption is either “TEFRA C” or “TEFRA not applicable”, this temporary Global Note is a “TEFRA C Note”, otherwise this temporary Global Note is a “TEFRA D Note”. Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together, Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended as by or on behalf of the case may be Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the this temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note or for Definitive Notes, (iviii) the redemption or purchase and cancellation of Notes represented hereby and/or (viv) the exchange of interests in this permanent temporary Global Note for direct enforcement rights, all as described below. The records of Promise to Pay Subject as provided herein, the relevant Clearing Systems (which expression in this permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing Systems (which statement shall be made available promises to pay to the bearer of this temporary Global Note, upon requestpresentation and (when no further payment is due in respect of this temporary Global Note) stating surrender of this temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this permanent temporary Global Note at any time shall be conclusive evidence and (unless this temporary Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing System at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this permanent Temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (attached in the Fifth Schedule hereto which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended or and supplemented as at the Issue Datefrom time to time, the “Agency Agreement”) dated 29 April 2016 3 October 2019 between the IssuerEni S.p.A., the GuarantorEni Finance International SA, BNP Paribas Securities ServicesThe Bank of New York Mellon, Luxembourg London Branch as fiscal agent and the other agents named in itit and attached hereto, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent Temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Second Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent Temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “TEFRA C” or “not applicable”, this Temporary Global Note is a “TEFRA C Note”, otherwise this Temporary Global Note is a “TEFRA D Note”. Aggregate Nominal Amount amount The aggregate nominal amount from time to time of this permanent Temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together, Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended as by or on behalf of the case may be Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the temporary this Temporary Global Note initially representing the Notes for a corresponding interest herein (in a Permanent Global Note or, as the case of may be, for Definitive Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note upon issue)or Registered Notes, (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note for Definitive Notes, (iv) the redemption or purchase and cancellation of Notes represented hereby hereby, and/or (viv) the exchange of interests in this permanent Temporary Global Note for direct enforcement rights, all as described below. The records of Promise to Pay Subject as provided herein, the relevant Clearing Systems (which expression in this permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing Systems (which statement shall be made available promises to pay to the bearer of this Temporary Global Note, upon requestpresentation and (when no further payment is due in respect of this Temporary Global Note) stating surrender of this Temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this permanent Temporary Global Note at any time shall be conclusive evidence and (unless this Temporary Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing System at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this permanent temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement dated 15 April 2021, as amended or supplemented from time to time (as so amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 29 April 2016 between the Issuer, the Guarantor, BNP Paribas Securities Services, Luxembourg Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Second Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If Part A of the Second Schedule hereto specifies that the applicable TEFRA exemption is either “TEFRA C” or “TEFRA not applicable”, this temporary Global Note is a “TEFRA C Note”, otherwise this temporary Global Note is a “TEFRA D Note”. Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together, Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended as by or on behalf of the case may be Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the this temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note upon issue)or, as the case may be, for Definitive Notes or Registered Notes, (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note for Definitive Notes, (iv) the redemption or purchase and cancellation of Notes represented hereby and/or (viv) the exchange of interests in this permanent temporary Global Note for direct enforcement rights, all as described below. The records of Promise to Pay Subject as provided herein, the relevant Clearing Systems (which expression in this permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing Systems (which statement shall be made available promises to pay to the bearer of this temporary Global Note, upon requestpresentation and (when no further payment is due in respect of this temporary Global Note) stating surrender of this temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this permanent temporary Global Note at any time shall be conclusive evidence and (unless this temporary Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing System at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this permanent Permanent Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C 6 to the Amended and Restated Agency Agreement dated 25 September 2006 (as further supplemented and/or amended or supplemented and/or restated as at the Issue Date, the “Agency Agreement”) dated 29 April 2016 between between, among others, the Issuer, the GuarantorDeutsche Bank AG, BNP Paribas Securities Services, Luxembourg London Branch as fiscal agent Fiscal Agent and the other agents Agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent Permanent Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule Appendix 4 hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent Permanent Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent Permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together, the “relevant Clearing Systems”)Appendix 1 hereto, which shall be completed and/or amended as by or on behalf of the case may be Fiscal Agent upon (i) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the temporary Temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Permanent Global Note upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Permanent Global Note for Definitive Notes, (iv) the redemption or purchase and cancellation of Notes represented hereby, (v) in the case of Partly-paid Notes, the forfeiture of Notes represented hereby in accordance with the Conditions relating to such Partly-paid Notes and/or (vvi) the exchange of interests in this permanent Permanent Global Note for direct enforcement rights, all as described below. The records of Promise to Pay Subject as provided herein, the relevant Clearing Systems (which expression in this permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing Systems (which statement shall be made available promises to pay to the bearer of this Permanent Global Note, upon requestpresentation and (when no further payment is due in respect of this Permanent Global Note) stating surrender of this Permanent Global Note, on the Maturity Date (or on such earlier date as the Redemption Amount may become repayable in accordance with the Conditions) the Redemption Amount in respect of the aggregate nominal amount of Notes represented by this permanent Permanent Global Note and (unless this Permanent Global Note does not bear interest) to pay interest in respect of such aggregate nominal amount of Notes from the Interest Commencement Date in arrear at any time shall the rates, in the amounts and on the dates for payment provided for in the Conditions together with such other sums and additional amounts (if any) as may be conclusive evidence of payable under the records of Conditions, in accordance with the relevant Clearing System at that timeConditions.

Appears in 1 contract

Samples: Agency Agreement (Australia & New Zealand Banking Group LTD)

Interpretation and Definitions. References in this permanent temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended base prospectus prepared by the Issuer and Restated Agency Agreement dated 6 May 2020 (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 29 April 2016 between the Issuer, the Guarantor, BNP Paribas Securities Services, Luxembourg Branch as fiscal agent and the other agents named in it), as such form is supplemented and/or modified and/or superseded by the provisions of this permanent temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Second Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 6 May 2020 between the Issuer, Citibank, N.A., London Branch as fiscal agent and the other agents named in it. If Part A of the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”. Aggregate Nominal Principal Amount The aggregate nominal principal amount from time to time of this permanent temporary Global Note shall be an amount equal to the aggregate nominal principal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together, Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended as by or on behalf of the case may be Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the this temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note or for Definitive Notes, (iviii) the redemption or purchase and cancellation of Notes represented hereby and/or (viv) the exchange of interests in this permanent temporary Global Note for direct enforcement rights, all as described below. The records of Promise to Pay Subject as provided herein, the relevant Clearing Systems (which expression in this permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing Systems (which statement shall be made available promises to pay to the bearer of this temporary Global Note, upon requestpresentation and (when no further payment is due in respect of this temporary Global Note) stating surrender of this temporary Global Note, on the nominal Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate principal amount of Notes represented by this permanent temporary Global Note at any time shall be conclusive evidence and (unless this temporary Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing System at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this permanent temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement dated 10 April 2024, as amended or supplemented from time to time (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 29 April 2016 between the Issuer, the GuarantorDeutsche Bank AG, BNP Paribas Securities Services, Luxembourg London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”. Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered in the records of both Euroclear and Clearstream, Luxembourg (together, together the “relevant Clearing Systems”), which shall be completed and/or amended amended, as the case may be be, upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of the interests this temporary Global Note for a corresponding interest recorded in the records of the relevant Clearing Systems in the temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note or for Definitive Notes, (iviii) the redemption or purchase and cancellation of Notes represented hereby hereby, and/or (viv) the exchange of interests in this permanent temporary Global Note for direct enforcement rights, all as described below. The records of the relevant Clearing Systems (which expression in this permanent temporary Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent temporary Global Note and, for these purposes, a statement issued by a relevant Clearing Systems System (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes represented by this permanent the temporary Global Note at any time shall be conclusive evidence of the records of the relevant Clearing System Systems at that time. Promise to Pay Subject as provided herein, the Issuer, for value received, promises to pay to the bearer of this temporary Global Note, upon presentation and (when no further payment is due in respect of this temporary Global Note) surrender of this temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this temporary Global Note and (unless this temporary Global Note does not bear interest) to pay interest in respect of the Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: edge.sitecorecloud.io

Interpretation and Definitions. References in this permanent Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C [C]/[D] to the Amended and Restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 29 April 2016 4 June 2020 between the Issuer, the GuarantorThe Bank of New York Mellon, BNP Paribas Securities Services, Luxembourg London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Third Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together, Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended as by or on behalf of the case may be Fiscal Agent upon (i) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note for Definitive Notes, (iv) the redemption or purchase and cancellation of Notes represented hereby, (v) in the case of Partly Paid Notes, the forfeiture of Notes represented hereby in accordance with the Conditions relating to such Partly Paid Notes and/or (vvi) the exchange of interests in this permanent Global Note for direct enforcement rights, all as described below. The records Promise to Pay Subject as provided herein, the Issuer, for value received, promises to pay to the bearer of the relevant Clearing Systems (which expression in this permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount Note, upon presentation and (when no further payment is due in respect of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Global Note andNote) surrender of this permanent Global Note, for these purposes, a statement issued by a relevant Clearing Systems on the Maturity Date (which statement shall be made available to or on such other date as the bearer amount payable upon requestredemption under the Conditions may become repayable in accordance with the Conditions) stating the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this permanent Global Note at any time shall be conclusive evidence and (unless this permanent Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing System at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this permanent temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule the base prospectus prepared by the Issuer and dated 2 Part C to the Amended and Restated Agency Agreement October 2023 (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 29 April 2016 between the Issuer, the Guarantor, BNP Paribas Securities Services, Luxembourg Branch as fiscal agent and the other agents named in it), as such form is supplemented and/or modified and/or superseded by the provisions of this permanent temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Second Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 2 October 2023 between the Issuer, Citibank, N.A., London Branch as fiscal agent and the other agents named in it. If Part A of the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”. Aggregate Nominal Principal Amount The aggregate nominal principal amount from time to time of this permanent temporary Global Note shall be an amount equal to the aggregate nominal principal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together, Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended as by or on behalf of the case may be Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the this temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note or for Definitive Notes, (iviii) the redemption or purchase and cancellation of Notes represented hereby and/or (viv) the exchange of interests in this permanent temporary Global Note for direct enforcement rights, all as described below. The records of Promise to Pay Subject as provided herein, the relevant Clearing Systems (which expression in this permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing Systems (which statement shall be made available promises to pay to the bearer of this temporary Global Note, upon requestpresentation and (when no further payment is due in respect of this temporary Global Note) stating surrender of this temporary Global Note, on the nominal Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate principal amount of Notes represented by this permanent temporary Global Note at any time shall be conclusive evidence and (unless this temporary Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing System at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this permanent Temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended or supplemented as at the Issue Datefrom time to time, the “Agency Agreement”) dated 29 April 2016 6 October 2022 between the IssuerEni S.p.A., the GuarantorThe Bank of New York Mellon, BNP Paribas Securities Services, Luxembourg London Branch as fiscal agent and the other agents named in itit and attached hereto, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent Temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent Temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If Part A of the Schedule hereto specifies that the applicable TEFRA exemption is either “TEFRA C” or “not applicable”, this Temporary Global Note is a “TEFRA C Note”, otherwise this Temporary Global Note is a “TEFRA D Note”. Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent Temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered in the records of both Euroclear and Clearstream, Luxembourg (together, together the “relevant Clearing Systems”), which shall be completed and/or amended amended, as the case may be be, upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of the interests this Temporary Global Note for a corresponding interest recorded in the records of the relevant Clearing Systems in the temporary a Permanent Global Note initially representing the Notes for a corresponding interest herein (in or, as the case of may be, for Definitive Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note upon issue)or Registered Notes, (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note for Definitive Notes, (iv) the redemption or purchase and cancellation of Notes represented hereby and/or (viv) the exchange of interests in this permanent Temporary Global Note for direct enforcement rights, all as described below. The records of the relevant Clearing Systems (which expression in this permanent Temporary Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Temporary Global Note and, for these purposes, a statement issued by a relevant Clearing Systems System (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes represented by this permanent the Temporary Global Note at any time shall be conclusive evidence of the records of the relevant Clearing System Systems at that time. Promise to Pay Subject as provided herein, the Issuer, for value received, promises to pay to the bearer of this Temporary Global Note, upon presentation and (when no further payment is due in respect of this Temporary Global Note) surrender of this Temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this Temporary Global Note and (unless this Temporary Global Note does not bear interest) to pay interest in respect of the Notes from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this permanent Temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended or supplemented as at the Issue Datefrom time to time, the “Agency Agreement”) dated 29 April 2016 2 October 2020 between the IssuerEni S.p.A., the GuarantorEni Finance International SA, BNP Paribas Securities ServicesThe Bank of New York Mellon, Luxembourg London Branch as fiscal agent and the other agents named in itit and attached hereto, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent Temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent Temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If Part A of the Schedule hereto specifies that the applicable TEFRA exemption is either “TEFRA C” or “not applicable”, this Temporary Global Note is a “TEFRA C Note”, otherwise this Temporary Global Note is a “TEFRA D Note”. Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent Temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered in the records of both Euroclear and Clearstream, Luxembourg (together, together the “relevant Clearing Systems”), which shall be completed and/or amended amended, as the case may be be, upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of the interests this Temporary Global Note for a corresponding interest recorded in the records of the relevant Clearing Systems in the temporary a Permanent Global Note initially representing the Notes for a corresponding interest herein (in or, as the case of may be, for Definitive Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note upon issue)or Registered Notes, (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note for Definitive Notes, (iv) the redemption or purchase and cancellation of Notes represented hereby and/or (viv) the exchange of interests in this permanent Temporary Global Note for direct enforcement rights, all as described below. The records of the relevant Clearing Systems (which expression in this permanent Temporary Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Temporary Global Note and, for these purposes, a statement issued by a relevant Clearing Systems System (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes represented by this permanent the Temporary Global Note at any time shall be conclusive evidence of the records of the relevant Clearing System Systems at that time. Promise to Pay Subject as provided herein, the Issuer, for value received, promises to pay to the bearer of this Temporary Global Note, upon presentation and (when no further payment is due in respect of this Temporary Global Note) surrender of this Temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this Temporary Global Note and (unless this Temporary Global Note does not bear interest) to pay interest in respect of the Notes from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this permanent Permanent Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended amended, restated or supplemented as at the Issue Date, the “Agency Agreement”) dated 29 April 2016 4 August 2021 between the Issuer, the Guarantor, BNP Paribas Securities ServicesCitibank, Luxembourg N.A., London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent Permanent Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Third Schedule hereto), * Delete as applicable. ** Delete for Notes Issued by Holcim Ltd. which in the event of any conflict shall prevail). Other capitalised terms used in this permanent Permanent Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent Permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together, Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended as by or on behalf of the case may be Fiscal Agent upon (i) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the temporary Temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Permanent Global Note upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Permanent Global Note for Definitive Notes or Registered Notes, (iv) the redemption or purchase and cancellation of Notes represented hereby and/or (v) the exchange of interests in this permanent Permanent Global Note for direct enforcement rights, all as described below. The records Promise to Pay Subject as provided herein, the Issuer, for value received, promises to pay to, or to the order of, the bearer of this Permanent Global Note upon surrender of this Permanent Global Note on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the relevant Clearing Systems (which expression in this permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Global Note and, for these purposes, a statement issued by a relevant Clearing Systems (which statement shall be made available to the bearer upon request) stating the aggregate nominal amount of Notes represented by this permanent Permanent Global Note at any time shall be conclusive evidence and (unless this Permanent Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing System at that timetotal aggregate nominal amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this permanent Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 29 April 2016 25 September 2019 between the Issuer, the Guarantor, BNP Paribas Securities Services, Luxembourg Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Third Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together, Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended as by or on behalf of the case may be Fiscal Agent upon (i) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note for Definitive Notes, (iv) the redemption or purchase and cancellation of Notes represented hereby and/or (v) the exchange of interests in this permanent Global Note for direct enforcement rights, all as described below. The records Promise to Pay Subject as provided herein, the Issuer, for value received, promises to pay to the bearer of the relevant Clearing Systems (which expression in this permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount Note, upon presentation and (when no further payment is due in respect of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Global Note andNote) surrender of this permanent Global Note, for these purposes, a statement issued by a relevant Clearing Systems on the Maturity Date (which statement shall be made available to or on such earlier date as the bearer amount payable upon requestredemption under the Conditions may become repayable in accordance with the Conditions) stating the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this permanent Global Note at any time shall be conclusive evidence and (unless this permanent Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing System at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this permanent Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement Trust Deed (as amended or supplemented as at the Issue Date, the “Agency AgreementTrust Deed”) dated 29 2 April 2016 2007 between the Issuer, [BSkyB Finance UK plc/British Sky Broadcasting Group plc]*, the Guarantor, BNP Paribas Securities Services, Luxembourg Branch Initial Guarantors and BNY Corporate Trustee Services Limited as fiscal agent and the other agents named in ittrustee, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Third Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent Global Note shall have the meanings given to them in the Conditions or the Agency AgreementTrust Deed. Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together, the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended as by or on behalf of the case may be Issuing and Paying Agent upon (i) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note for Definitive Notes or Registered Notes, (iv) the redemption or purchase and cancellation of Notes represented hereby and/or (v) in the exchange case of interests Partly Paid Notes, the forfeiture * Delete as appropriate Back to Contents of Notes represented hereby in this permanent Global Note for direct enforcement rightsaccordance with the Conditions relating to such Partly Paid Notes, all as described below. The records of the relevant Clearing Systems (which expression in this permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Global Note and, for these purposes, a statement issued by a relevant Clearing Systems (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes represented by this permanent Global Note at any time shall be conclusive evidence of the records of the relevant Clearing System at that time.

Appears in 1 contract

Samples: British Sky Broadcasting Group PLC

Interpretation and Definitions. References in this permanent temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Part B of Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 29 April 2016 between 12 May 2017between the Issuer, the Guarantor, BNP Paribas Securities Services, Luxembourg Branch Société Générale Bank & Trust S.A. as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Second Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent temporary Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. If Part A of the Second Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”. The Issuer has executed a public deed (escritura pública) relating to the Notes dated [●] 2017 granted before the Notary of Madrid, Spain, [●] with number [●] of his/her protocol. Aggregate Nominal Principal Amount The aggregate nominal principal amount from time to time of this permanent temporary Global Note shall be an amount equal to the aggregate nominal principal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together, Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended as by or on behalf of the case may be Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the this temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note or for Definitive Notes, (iviii) the redemption or purchase and cancellation of Notes represented hereby hereby, and/or (viv) the exchange of interests in this permanent temporary Global Note for direct enforcement rights, all as described below. The records of Promise to Pay Subject as provided herein, the relevant Clearing Systems (which expression in this permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing Systems (which statement shall be made available promises to pay to the bearer of this temporary Global Note, upon requestpresentation and (when no further payment is due in respect of this temporary Global Note) stating surrender of this temporary Global Note, on the nominal Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate principal amount of Notes represented by this permanent temporary Global Note at any time shall be conclusive evidence and (unless this temporary Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing System at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this permanent Permanent Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (and attached in the Fifth Schedule hereto which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement dated 5 October 2023 (as amended or and supplemented as at the Issue Datefrom time to time, the “Agency Agreement”) dated 29 April 2016 between the IssuerEni S.p.A., the GuarantorThe Bank of New York Mellon, BNP Paribas Securities Services, Luxembourg London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent Permanent Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Third Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent Permanent Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent Permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together, Part I of the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended as by or on behalf of the case may be Fiscal Agent upon (i) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the temporary Temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Permanent Global Note upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Permanent Global Note for Definitive Notes or Registered Notes, (iv) the redemption or purchase and cancellation of Notes represented hereby and/or (v) the exchange of interests in this permanent Permanent Global Note for direct enforcement rights, all as described below. The records of Promise to Pay Subject as provided herein, the relevant Clearing Systems (which expression in this permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing Systems (which statement shall be made available promises to pay to the bearer of this Permanent Global Note, upon requestpresentation and (when no further payment is due in respect of this Permanent Global Note) stating surrender of this Permanent Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this permanent Permanent Global Note at any time shall be conclusive evidence and (unless this Permanent Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing System at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

Interpretation and Definitions. References in this permanent temporary Global Note to the "Conditions" are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C ‎‎Schedule 4 (Terms and Conditions of the Notes) to the Amended and Restated Agency Agreement Trust Deed (as amended or supplemented as at the Issue Date, the “Agency Agreement”"Trust Deed") dated 29 27 April 2016 2011 between the Issuer, the Guarantor, BNP Paribas Securities Services, Luxembourg Branch Issuer and HSBC Corporate Trustee Company (UK) Limited as fiscal agent and the other agents named in ittrustee, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Second Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent temporary Global Note shall have the meanings given to them in the Conditions or the Agency AgreementTrust Deed. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either "C Rules" or "not applicable", this temporary Global Note is a "C Rules Note", otherwise this temporary Global Note is a "D Rules Note". Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together, the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended as by or on behalf of the case may be Issuing and Paying Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the this temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note for Definitive Notes, (iviii) the redemption or purchase and cancellation of Notes represented hereby hereby, and/or (viv) in the exchange case of interests Partly Paid Notes, the forfeiture of Notes represented hereby in this permanent Global Note for direct enforcement rightsaccordance with the Conditions relating to such Partly Paid Notes, all as described below. The records of Promise to Pay Subject as provided herein, the relevant Clearing Systems (which expression in this permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing Systems (which statement shall be made available promises to pay to the bearer of this temporary Global Note, upon requestpresentation and (when no further payment is due in respect of this temporary Global Note) stating surrender of this temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this permanent temporary Global Note at any time shall be conclusive evidence and (unless this temporary Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing System at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: PPL Corp

Interpretation and Definitions. References in this permanent Temporary Global Note to the “Conditions” are to the Terms terms and Conditions conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Amended and Restated Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 29 April 2016 between the Issuer, the Guarantor, BNP Paribas Securities Services, Luxembourg Branch as fiscal agent and the other agents named in it, Principal Trust Deed as such form is supplemented and/or modified and/or superseded by the provisions of this permanent Temporary Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Second Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent Temporary Global Note shall have the meanings given to them in the Conditions or the Agency AgreementPrincipal Trust Deed. If the Second Schedule hereto specifies that the applicable TEFRA exemption is either the “C Rules” or “not applicable”, this Temporary Global Note is a “C Rules Note”, otherwise this Temporary Global Note is a “D Rules Note”. 1 Include if the Issuer is an Additional Issuer. 2 Include only where the maturity of the Notes is less than one year and the Notes are being sold into Ireland or to Irish investors Aggregate Nominal Principal Amount The aggregate nominal principal amount from time to time of this permanent Temporary Global Note shall be an amount equal to the aggregate nominal principal amount of the Notes from time to time entered as shall be shown by the latest entry in the records fourth column of both Euroclear and Clearstream, Luxembourg (together, the “relevant Clearing Systems”)First Schedule hereto, which shall be completed and/or amended as by or on behalf of the case may be Issuing and Paying Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of the interests recorded in the records of the relevant Clearing Systems in the temporary this Temporary Global Note initially representing the Notes for a corresponding interest herein (in a Permanent Global Note or, as the case of may be, for Definitive Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note upon issue)or Registered Notes, (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note for Definitive Notes, (iv) the redemption or purchase and cancellation of Notes represented hereby and/or (viv) in the exchange case of interests Partly-Paid Notes, the forfeiture of Notes represented hereby in this permanent Global Note for direct enforcement rightsaccordance with the Conditions relating to such Partly-Paid Notes, all as described below. The records of Promise to Pay Subject as provided herein, the relevant Clearing Systems (which expression in this permanent Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customers’ interests in the Notes) shall be conclusive evidence of the nominal amount of the Notes represented by this permanent Global Note andIssuer, for these purposesvalue received, a statement issued by a relevant Clearing Systems (which statement shall be made available promises to pay to the bearer of this Temporary Global Note, upon requestpresentation and (when no further payment is due in respect of this Temporary Global Note) stating surrender of this Temporary Global Note, on the nominal Maturity Date (or on such earlier date as the Redemption Amount may become repayable in accordance with the Conditions) the Redemption Amount in respect of the aggregate principal amount of Notes represented by this permanent Temporary Global Note at any time shall be conclusive evidence and (unless this Temporary Global Note does not bear interest) to pay interest in respect of the records Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the methods of calculation provided for in the Conditions, save that the calculation is made in respect of the relevant Clearing System at that timetotal aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Option Agreement

Time is Money Join Law Insider Premium to draft better contracts faster.