VPS Agent definition
Examples of VPS Agent in a sentence
Each person (other than Euroclear Bank SA/NV (Euroclear) or Clearstream Banking S.A. (Clearstream, Luxembourg)) who is for the time being shown in the records of the VPS as the holder of a particular nominal amount of VPS Notes shall be treated by the Issuer, the VPS Trustee and the VPS Agent as the holder of such nominal amount of such VPS Notes for all purposes.
As used in the VPS Conditions, Relevant Date means the date on which such payment first becomes due, except that, if the full amount of the moneys payable has not been duly received by the VPS Agent on or prior to such due date, it means the date on which, the full amount of such moneys having been so received, notice to that effect is duly given to the VPS Noteholders in accordance with Condition 11.
All VPS Notes purchased by the Issuer or any of its Subsidiaries may be held, reissued, resold or, at the option of the Issuer, cancelled by the VPS Agent causing such VPS Notes to be deleted from the records of the VPS.
The Issuer will promptly notify the VPS Agent, the VPS Trustee, the Calculation Agent and, in accordance with Condition 11, the VPS Noteholders promptly of any Successor Rate, Alternative Rate, Adjustment Spread and the specific terms of any Benchmark Amendments determined under this Condition 4.2(i).
An Independent Adviser appointed pursuant to this Condition 4.2(i)(i) shall act in good faith and (in the absence of bad faith or fraud) shall have no liability whatsoever to the Issuer, the VPS Agent, the VPS Trustee, the Calculation Agent or the VPS Noteholders for any determination made by it pursuant to Condition 4.2(i).
The Successor Rate or Alternative Rate and (in either case) the applicable Adjustment Spread and the Benchmark Amendments (if any) will (in the absence of manifest error or bad faith in the determination of the Successor Rate or Alternative Rate and the applicable Adjustment Spread and the Benchmark Amendments (if any)) be binding on the Issuer, the VPS Agent, the VPS Trustee, the Calculation Agent and the VPS Noteholders as of their effective date.
The VPS Agent and any Calculation Agent act solely as agents of the Issuer and do not assume any obligation or relationship of agency or trust for or with any VPS Noteholder.
Each of the Paying Agents (and the VPS Agent in the case of VPS Notes) will keep a full and complete record of all voting certificates and block voting instructions issued by it and will, not less than 24 hours before the time appointed for holding a meeting or adjourned meeting, deposit at such place as the Trustee shall approve, full particulars of all voting certificates and block voting instructions issued by it in respect of the meeting or adjourned meeting.
I NORGE (the VPS Agent, which expression shall include any successor VPS agent, appointed under the VPS Agency Agreement).
It is acknowledged that the Trustee, without undue delay, shall communicate to the VPS Agent any instructions, notices etc.