Common use of Linked Notes Clause in Contracts

Linked Notes. In the case of Linked Notes which provide for settlement by way of delivery of a Securities Amount, the Securities Amount shall be paid and/or delivered to the Noteholder pursuant to these Terms and Conditions, the terms of the applicable Pricing Supplement and a transfer notice ("Transfer Notice", the form of which is annexed to the Note Issuance Agreement and copies of which may be obtained from the Paying Agents and the Transfer Agents). No Securities Amount shall be paid and/or delivered until and unless a duly completed Transfer Notice is received in the manner specified in the applicable Pricing Supplement. Upon receipt of such Transfer Notice by Euroclear, Clearstream, Luxembourg or the Registrar, as the case may be, the Transfer Notice shall be irrevocable and may not be withdrawn. After delivery of a Transfer Notice, the relevant holder may not transfer the Notes specified therein. Upon receipt of a Transfer Notice, Euroclear, Clearstream, Luxembourg or the Registrar, as the case may be, shall verify that the person specified therein as the accountholder is the holder of the Notes referred to therein according to its books. Subject thereto, Euroclear, Clearstream, Luxembourg or the Registrar, as the case may be, will notify the Agent of the number of Notes to which the Transfer Notice relates. (a) the Issuer shall not deliver and the relevant Noteholder shall not be entitled to receive in respect of its Notes that fraction of an Underlying Security or other security (as applicable) (the "Fractional Entitlement"); and (

Linked Notes. In the case of Linked Notes which provide for settlement by way of delivery of a Securities Amount, the Securities Amount shall be paid and/or delivered to the Noteholder pursuant to these Terms and Conditions, the terms of the applicable Pricing Supplement and a transfer notice ("Transfer Notice", the form of which is annexed to the Note Issuance Agreement and copies of which may be obtained from the Paying Agents and the Transfer Agents). No Securities Amount shall be paid and/or delivered until and unless a duly completed Transfer Notice is received in the manner specified in the applicable Pricing Supplement. Upon receipt of such Transfer Notice by Euroclear, Clearstream, Luxembourg or the Registrar, as the case may be, the Transfer Notice shall be irrevocable and may not be withdrawn. After delivery of a Transfer Notice, the relevant holder may not transfer the Notes specified therein. Upon receipt of a Transfer Notice, Euroclear, Clearstream, Luxembourg or the Registrar, as the case may be, shall verify that the person specified therein as the accountholder is the holder of the Notes referred to therein according to its books. Subject thereto, Euroclear, Clearstream, Luxembourg or the Registrar, as the case may be, will notify the Agent of the number of Notes to which the Transfer Notice relates. (a) the Issuer shall not deliver and the relevant Noteholder shall not be entitled to receive in respect of its Notes that fraction of an Underlying Security or other security (as applicable) (the "Fractional Entitlement"); and (b) the Issuer shall pay to the relevant Noteholder a cash amount (to be paid at the same time as the Underlying Securities comprising the Securities Amount are delivered) equal to the value (as determined by the Calculation Agent) of such fraction of the relevant Underlying Security, and such cash amount shall be deemed a part of the Securities Amount for the purposes of these Terms and Conditions. The costs and expenses of effecting any delivery of a Securities Amount (the "Transfer Expenses") pursuant to the foregoing provisions (except for the expenses of delivery by regular mail (if any), which shall be borne by the Issuer, but including the payment of a sum sufficient to cover any transfer or other tax or other governmental charge or insurance charges that may be imposed in relation thereto) shall, in the absence of provision to the contrary in the applicable Pricing -------------------------------------------------------------------------------- 69 -------------------------------------------------------------------------------- Supplement, be borne by the Noteholder and shall be deducted by the Issuer from the amount (including, without limitation, the Securities Amount) due to such holder. The Underlying Securities will be delivered at the risk of the relevant Noteholder in such manner as may be specified in the Transfer Notice and, notwithstanding Condition 5(e) above, no additional payment or delivery will be due to a Noteholder where any Underlying Securities are delivered after their due date in circumstances beyond the control of the Issuer, the Guarantor or the Settlement Agent.