VPS NOTES Clause Samples
VPS NOTES. 5.1 Notes issued under the Programme may be VPS Notes registered in uncertificated and dematerialised book entry form with a Norwegian Central Securities Depository which will be Verdipapirsentralen ASA ("VPS").
5.2 The VPS Notes are constituted by the Deed of Covenant.
5.3 The VPS Notes shall be lodged with the VPS Paying Agent which shall be linked to VPS as an account holding institution in accordance with the provisions of the Norwegian Securities Register Act (in Norwegian: lov om registrering av finansielle instrumenter 2002 5. juli nr. 64). Settlement of sale and purchase transactions in respect of VPS Notes in the VPS will take place three Oslo business days after the date of the relevant transaction. Notes in the VPS may be transferred between accountholders at the VPS in accordance with the procedures and regulations, for the time being, of the VPS. A transfer of Notes which are held in the VPS through Euroclear or Clearstream, Luxembourg is only possible by using an account operator linked to the VPS.
5.4 The VPS Paying Agent shall, at the request of the holder of any VPS Note, issue voting certificates and block voting instructions in a form and manner which comply with the provisions of Schedule 7 (Provisions for Meetings of Holders of Notes) (except that it shall not be required to issue the same less than forty eight hours before the time fixed for any meeting therein provided for). The VPS Paying Agent shall keep a full record of voting certificates and block voting instructions issued by it and will give to the Issuer not less than twenty four hours before the time appointed for any meeting or adjourned meeting, full particulars of all voting certificates and block voting instructions issued by it in respect of such meeting or adjourned meeting.
5.5 All VPS Notes will be in uncertificated and dematerialised book entry form and consequently all references in this Agreement to:
(a) the Notes being in any other form are not applicable to VPS Notes;
(b) Coupons, Talons and Receipts are not applicable to VPS Notes;
(c) Notes being executed and/or authenticated and/or effectuated by or on behalf of any person are not applicable to VPS Notes;
(d) Notes having any provisions endorsed upon or attached to them are not applicable to VPS Notes;
(e) the Notes being in any particular form shall, in the context of VPS Notes, be read and construed as references to the Notes being in uncertificated and dematerialised book entry form; and
(f) the "Holder" o...
VPS NOTES. This Condition 14
VPS NOTES. One or more VPS Notes may be transferred in accordance with the VPS Rules. In the case of an exercise of option resulting in VPS Notes of the same holding having different terms, separate VPS Notes registered with the VPS Register shall be issued in respect of those VPS Notes of that holding having the same terms. Such VPS Notes shall only be issued against surrender of the existing VPS Notes in accordance with the VPS Rules. Each new VPS Note to be issued pursuant to the above shall be available for delivery within three business days of receipt of the request and the surrender of the VPS Notes for exchange. Delivery of the new VPS Note(s) shall be made to the same VPS account on which the original VPS Notes were registered. In this Condition 2(g) in relation to VPS Notes only, “business day” means a day, other than a Saturday or Sunday, on which VPS is open for business. Exchange and transfer of VPS Notes on registration, transfer, partial redemption or exercise of an option shall be effected without charge by or on behalf of the Issuer or the VPS Paying Agent, but upon payment of any tax or other governmental charges that may be imposed in relation to it (or the giving of such indemnity as the VPS Paying Agent may require). No holder may require the transfer of a VPS Note to be registered during any closed period pursuant to the then applicable VPS Rules.