Common use of TERMS AND CONDITIONS OF THE NOTES Clause in Contracts

TERMS AND CONDITIONS OF THE NOTES. The following are the Terms and Conditions of the Notes which will be incorporated by reference into (i) each Global Note (as defined below), (ii) each definitive Note (if permitted by the relevant stock exchange or other relevant authority (if any) and agreed by the relevant Issuer and the relevant Dealer at the time of issue but, if not so permitted and agreed, such definitive Note will have endorsed thereon or attached thereto such Terms and Conditions) and (iii) each Note in dematerialised form issued by Anheuser-Xxxxx InBev. The applicable Final Terms in relation to any Tranche of Notes may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with the following Terms and Conditions, replace or modify the following Terms and Conditions for the purpose of such Notes. The applicable Final Terms (or the relevant provisions thereof) will be endorsed upon, or attached to, each Global Note and definitive Note, or incorporated by reference into each Note in dematerialised form issued by Anheuser-Xxxxx InBev. Reference should be made to ‘‘Form of the Notes’’ for a description of the content of Final Terms which will specify which of such terms are to apply in relation to the relevant Notes. This Note is one of a Series (as defined below) of Notes issued by Anheuser-Xxxxx InBev SA/NV (‘‘Anheuser-Xxxxx InBev’’) pursuant to the Domiciliary Agency Agreement (as defined below) or by Brandbrew S.A. (‘‘Brandbrew’’) or any of Anheuser-Xxxxx InBev’s other subsidiaries which has been appointed as an issuer (each a ‘‘New Issuer’’ and, together with Brandbrew and Anheuser-Xxxxx InBev, the ‘‘Issuers’’, and each an ‘‘Issuer’’) pursuant to the Agency Agreement (as defined below). References herein to the ‘‘relevant Issuer’’ shall be references to whichever of Anheuser-Xxxxx InBev, Brandbrew or any New Issuer is specified as the Issuer in the applicable Final Terms (as defined below).

Appears in 2 contracts

Samples: www.rns-pdf.londonstockexchange.com, www.rns-pdf.londonstockexchange.com

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TERMS AND CONDITIONS OF THE NOTES. The following are the Terms and Conditions of the Notes which will be incorporated by reference into (i) each Global Note (as defined below), (ii) and each definitive Note (Note, in the latter case only if permitted by the relevant stock exchange or other relevant authority (if any) and agreed by the relevant Issuer and the relevant Dealer at the time of issue but, if not so permitted and agreed, such definitive Note will have endorsed thereon or attached thereto such Terms and Conditions) and (iii) each Note in dematerialised form issued by Anheuser-Xxxxx InBev. The applicable Final Terms Pricing Supplement in relation to any Tranche of Exempt Notes may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with the following Terms and Conditions, replace or modify the following Terms and Conditions for the purpose of such Notes. The applicable Final Terms in relation to any Tranche of Notes completes these Conditions. The applicable Final Terms (or the relevant provisions thereof) will be endorsed upon, or attached to, each Global Note and definitive Note, or incorporated by reference into each Note in dematerialised form issued by Anheuser-Xxxxx InBev. Reference should be made to ‘‘Form of Final Terms” (or, in the case of a Tranche of Exempt Notes’’ , to “Form of Pricing Supplement”) for a description of the content of the applicable Final Terms (or Pricing Supplement, as applicable) which will specify which of such terms are to apply in relation to the relevant Notes. THE NOTES (AS DEFINED IN THESE TERMS AND CONDITIONS) ARE ISSUED AS COVERED NOTES (katetut joukkolainat), COVERED IN ACCORDANCE WITH THE FINNISH ACT ON MORTGAGE CREDIT BANKS (Laki kiinnitysluottopankkitoiminnasta 688/2010), AS AMENDED (THE MBA). THE ISSUER (AS DEFINED IN THESE TERMS AND CONDITIONS) HAS BEEN AUTHORISED BY THE FINNISH FINANCIAL SUPERVISORY AUTHORITY (Finanssivalvonta) AS A DESIGNATED MORTGAGE CREDIT BANK PURSUANT TO THE MBA. THE FINANCIAL OBLIGATIONS OF THE ISSUER UNDER THE NOTES ARE COVERED BY THE ASSETS THAT COMPRISE A QUALIFYING COVER ASSET POOL MAINTAINED BY THE ISSUER IN ACCORDANCE WITH THE MBA. This Note is one of a Series (as defined below) of Notes issued by AnheuserOP-Xxxxx InBev SA/NV Asuntoluottopankki Oyj (‘‘Anheuser-Xxxxx InBev’’) pursuant to the Domiciliary Agency Agreement English translation of which is OP Mortgage Bank (as defined below) or by Brandbrew S.A. (‘‘Brandbrew’’) or any of Anheuser-Xxxxx InBev’s other subsidiaries which has been appointed as an issuer (each a ‘‘New the Issuer’’ and, together with Brandbrew and Anheuser-Xxxxx InBev, the ‘‘Issuers’’, and each an ‘‘Issuer’’) pursuant to the Agency Agreement (as defined below). References herein to the ‘‘relevant Issuer’’ Notes shall be references to whichever the Notes of Anheuser-Xxxxx InBev, Brandbrew or any New Issuer is specified as the Issuer in the applicable Final Terms (as defined below).this Series and shall mean:

Appears in 2 contracts

Samples: Agency Agreement, Agency Agreement

TERMS AND CONDITIONS OF THE NOTES. The following are the Terms and Conditions of the Notes (sometimes referred to herein as “Terms and Conditions”) to be issued by the Issuer which will be incorporated by reference into (i) each Global global Note (as defined below), (ii) and each definitive Note (Note, in the latter case only if permitted by the relevant stock exchange or other relevant competent authority (if any) and agreed by the relevant Issuer and the relevant Dealer Dealer(s) at the time of issue but, but if not so permitted and agreed, such definitive Note will have endorsed thereon upon or attached thereto such Terms and Conditions) and (iii) each Note in dematerialised form issued by Anheuser-Xxxxx InBev. The applicable Final Terms in relation to any Tranche of Notes may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with the following Terms and Conditions, replace or modify the following Terms and Conditions for the purpose of such Notes. The applicable Final Terms (or the relevant provisions thereof) will be endorsed upon, or attached to, each Global temporary global Note, permanent global Note and definitive Note, or incorporated by reference into each Note in dematerialised form issued by Anheuser-Xxxxx InBev. Reference should be made to ‘‘Form of the Notes’’ ” above for a description of the content of Final Terms which will include the definitions of certain terms used in the following Terms and Conditions or specify which of such terms are to apply in relation to the relevant Notes. This Note is one of a Series (as defined below) series of Notes issued by Anheuser-Xxxxx InBev SA/NV PepsiCo, Inc. (‘‘Anheuser-Xxxxx InBev’’) pursuant to the Domiciliary Agency Agreement (as defined below) or by Brandbrew S.A. (‘‘Brandbrew’’) or any of Anheuser-Xxxxx InBev’s other subsidiaries which has been appointed as an issuer (each a ‘‘New Issuer’’ and, together with Brandbrew and Anheuser-Xxxxx InBev, the ‘‘Issuers’’, and each an ‘‘Issuer’’) pursuant to the Agency Agreement (as defined below). References herein to the ‘‘relevant Issuer’’ “Notes” shall be references to whichever the Notes of Anheuser-Xxxxx InBevthis Series (as defined below) and shall mean (i) in relation to any Notes represented by a global Note, Brandbrew units of the lowest Specified Denomination in the Specified Currency, (ii) definitive Notes issued in exchange (or part exchange) for a global Note and (iii) any New Issuer is global Note. The Notes, the Receipts (as defined below) and the Coupons (as defined below) also have the benefit of an amended and restated Agency Agreement (the “Agency Agreement” which expression shall include such agreement as it may be amended or modified from time to time) dated • 2006, and made among the Issuer, JPMorgan Chase Bank, London Branch as issuing and principal paying agent and agent bank (the “Agent”, which expression shall include any successor agent specified as the Issuer in the applicable Final Terms) and the other paying agents named therein (together with the Agent, the “Paying Agents”, which expression shall include any additional or successor paying agents). Interest bearing definitive Notes (unless otherwise indicated in the applicable Final Terms) have interest coupons (“Coupons”) and, if indicated in the applicable Final Terms, talons for further Coupons (“Talons”) attached on issue. Any reference herein to Coupons or coupons shall, unless the context otherwise requires, be deemed to include a reference to Talons or talons. Definitive Notes repayable in instalments have receipts (“Receipts”) for the payment of the instalments of principal (other than the final instalment) attached on issue. The Final Terms for this Note (or the relevant provisions thereof) are set out in Part A of the Final Terms attached hereto or endorsed hereon which supplement these Terms and Conditions and may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with these Terms and Conditions, replace or modify these Terms and Conditions for the purposes of this Note. References herein to the “applicable Final Terms” are to Part A of the Final Terms (as defined below)or the relevant provisions thereof) attached hereto or endorsed hereon.

Appears in 2 contracts

Samples: Agency Agreement (Pepsico Inc), Agency Agreement (Pepsico Inc)

TERMS AND CONDITIONS OF THE NOTES. The following are is the Terms and Conditions text of the Notes which will be incorporated by reference into (i) each Global Note (terms and conditions that, subject to completion and amendment and as defined below), (ii) each definitive Note (if permitted by supplemented or varied in accordance with the provisions of the relevant stock exchange or other relevant authority Pricing Supplement, shall be applicable to the Notes in definitive form (if any) and agreed by issued in exchange for the relevant Issuer and Global Note(s) representing each Series. Either (i) the relevant Dealer at the time full text of issue but, if not so permitted and agreed, such definitive Note will have endorsed thereon or attached thereto such Terms and Conditions) and (iii) each Note in dematerialised form issued by Anheuser-Xxxxx InBev. The applicable Final Terms in relation to any Tranche of Notes may specify other these terms and conditions which shall, to the extent so specified or to the extent inconsistent together with the following Terms and Conditions, replace or modify the following Terms and Conditions for the purpose of such Notes. The applicable Final Terms (or the relevant provisions thereofof the Pricing Supplement or (ii) these terms and conditions as so completed, amended, supplemented or varied (and subject to simplification by the deletion of non-applicable provisions), shall be endorsed on the Bearer Notes or on the Certificates relating to the Registered Notes. All capitalised terms that are not defined in these Conditions will have the meanings given to them in the relevant Pricing Supplement. Those definitions will be endorsed uponon the definitive Notes or Certificates, or attached to, each Global Note and definitive Note, or incorporated by reference into each Note as the case may be. References in dematerialised form issued by Anheuser-Xxxxx InBev. Reference should be made the Conditions to ‘‘Form of the Notes’’ for a description of the content of Final Terms which will specify which of such terms are to apply in relation the Notes of one Series only, not to all Notes that may be issued under the relevant NotesProgramme. This Note is one of a Series (as defined below) of Notes issued by Anheuser-Xxxxx InBev SA/NV Dah Sing Bank Limited (‘‘Anheuser-Xxxxx InBev’’“DSB”) or Dah Sing MTN Financing Limited (“DSMFL”), Dah Sing SAR Financing Limited (“DSSFL”) or any additional issuer which has acceded to the Programme by executing a deed of adherence (the “Deed of Adherence”) pursuant to the Domiciliary terms of the Agency Agreement (as defined below) or by Brandbrew S.A. (‘‘Brandbrew’’) or any of Anheuser-Xxxxx InBev’s other subsidiaries which has been appointed as an issuer referred to below (each a ‘‘New Issuer’’ and, ” and together with Brandbrew DSSFL and Anheuser-Xxxxx InBevDSMFL, the ‘‘“Guaranteed Issuers’’, and each an ‘‘a “Guaranteed Issuer’’”) (each, in relation to Notes issued by it, the “Issuer”) pursuant to the Agency Agreement (as defined below). Issues of Notes by the Guaranteed Issuers will be guaranteed by DSB (in such capacity, the “Guarantor”). References herein to the ‘‘Guarantor shall only be relevant in the context of an issue of Notes by a Guaranteed Issuer’’ . The Notes are issued pursuant to an Agency Agreement dated 14th June, 2002 (as amended and restated on 19th December, 2006 and otherwise as amended or supplemented as at the Issue Date, the “Agency Agreement”) between DSMFL, DSSFL, DSB, Deutsche Bank AG, London Branch (or, if so specified in the Pricing Supplement (as defined in the Agency Agreement), Deutsche Bank AG, Hong Kong Branch) as fiscal agent, Deutsche Bank AG, Hong Kong Branch as lodging agent for Notes to be held in the Central Moneymarkets Unit Service operated by the Hong Kong Monetary Authority (the “CMU Service”), Deutsche Bank AG, Hong Kong Branch as registrar and the other agents named in it and with the benefit of a Deed of Covenant dated 14th June, 2002 (as amended and restated on 8th September, 2003 and otherwise as amended or supplemented as at the Issue Date, the “Deed of Covenant”) executed by DSMFL, DSSFL and DSB in relation to the Notes and the Deed of Guarantee (as defined below) dated 14th June, 2002 (as amended and restated on 8th September, 2003) executed by DSB in relation to the Notes. The fiscal agent, the CMU lodging agent, the paying agents, the registrar, the transfer agents and the calculation agent(s) for the time being (if any) are referred to below respectively as the “Fiscal Agent”, the “CMU Lodging Agent”, the “Paying Agents” (which expression shall include the Fiscal Agent and the CMU Lodging Agent), the “Registrar”, the “Transfer Agents” and the “Calculation Agent(s)”. For the purposes of these Conditions, all references to the Fiscal Agent shall, with respect to a Series of Notes to be held in the CMU Service, be deemed to be a reference to the CMU Lodging Agent and all such references shall be references to whichever of Anheuser-Xxxxx InBev, Brandbrew or any New Issuer is specified as the Issuer in the applicable Final Terms construed accordingly. The Noteholders (as defined below), the holders of the interest coupons (the “Coupons”) relating to interest bearing Notes in bearer form and, where applicable in the case of such Notes, talons for further Coupons (the “Talons”) (the “Couponholders”) and the holders of the receipts for the payment of instalments of principal (the “Receipts”) relating to Notes in bearer form of which the principal is payable in instalments are deemed to have notice of all of the provisions of the Agency Agreement applicable to them. Copies of the Agency Agreement, the Deed of Covenant and the Deed of Guarantee are available for inspection at the specified offices of each of the Paying Agents, the Registrar and the Transfer Agents.

Appears in 1 contract

Samples: Offering Circular

TERMS AND CONDITIONS OF THE NOTES. The following are the In these Terms and Conditions Conditions, the expression "Notes" shall mean (i) in relation to any Notes represented by a global Note, units of each Specified Denomination in the Specified Currency (each as defined in the applicable Final Terms (as defined below)) of the relevant Notes, (ii) definitive Notes issued in exchange for a temporary global Note or a permanent global Note and (iii) any global Note. The Notes are constituted by a trust deed (the "Original Trust Deed") dated 21 November 2018, as subsequently modified and/or supplemented and/or restated from time to time, most recently by a supplemental trust deed dated 24 February 2023 made between NatWest Markets Plc (the "Issuer") and The Law Debenture Trust Corporation p.l.c. (the "Trustee", which expression shall include any successor as trustee) as Trustee for the holders for the time being of the Notes (the "Noteholders", which expression shall, in relation to any Notes represented by a global Note, be construed as provided in Condition 1 below) (the Original Trust Deed as so modified and as further modified and/or supplemented and/or restated from time to time, the "Trust Deed"). Interest bearing definitive Notes will have interest coupons ("Coupons") and, if applicable, talons for further Coupons ("Talons") attached on issue. Any reference herein to Coupon(s) or Couponholder(s) (as defined below) shall, unless the context otherwise requires, be incorporated by deemed to include a reference into (ito Talon(s) each Global Note or Talonholder(s) (as defined below), respectively. Payments in respect of the Notes will be made under an agency agreement dated 21 November 2018 and made between the Issuer, The Bank of New York Mellon, London Branch as agent (iithe "Agent", which expression shall include any successor as agent), The Bank of New York Xxxxxx XX/NV, Luxembourg Branch as a further paying agent, The Bank of New York Mellon, acting through its Hong Kong Branch as CMU lodging agent and paying agent (the "CMU Lodging and Paying Agent", which expression shall include any successor CMU Lodging and Paying Agent) each definitive Note (if permitted by the relevant stock exchange CMU Lodging and Paying Agent together with the Agent, The Bank of New York Xxxxxx XX/NV, Luxembourg Branch and any additional or other relevant authority (if anysuccessor paying agent(s), the "Paying Agents") and the Trustee (such Agreement as further amended, supplemented or restated from time to time, the "Agency Agreement"). Notes may be issued at such times as shall be agreed by between the relevant Issuer and the relevant Dealer at Dealer(s) pursuant to an amended and restated programme agreement dated 21 November 2019 between the Issuer and the Dealers named therein. The Issuer and the relevant Dealer(s) shall, prior to the time of issue butof any Notes, if not so permitted and agreedagree upon the relevant provisions of the Notes to be issued pursuant to the terms set out below, such definitive Note will have endorsed thereon or attached thereto such provisions to be indicated in the applicable Final Terms and Conditions) and (iii) each Note in dematerialised form issued by Anheuser-Xxxxx InBevas defined below). The applicable Final Terms Pricing Supplement in relation to any Tranche of Notes for which no prospectus is required to be published under Regulation (EU) 2017/1129 (the "Prospectus Regulation") ("Exempt Notes"), may specify other terms and conditions other than those set out herein which shall, to the extent so specified or to the extent inconsistent with the following these Terms and Conditions, replace or modify the following these Terms and Conditions for the purpose of such Notes. For the avoidance of doubt, the Final Terms in relation to each Tranche of Notes (other than Exempt Notes) shall not modify or replace the Terms and Conditions of the Notes as set out herein. The applicable Final Terms (which term in these Terms and Conditions in relation to Exempt Notes shall be deemed to refer to the applicable Pricing Supplement where relevant, as set out below) (or the relevant provisions thereof) will be attached hereto or endorsed upon, or attached to, each Global Note and definitive Note, or incorporated by reference into each Note in dematerialised form issued by Anheuser-Xxxxx InBev. Reference should be made to ‘‘Form of the Notes’’ for a description of the content of Final Terms which will specify which of such terms are to apply in relation to the relevant Notes. This Note is one of a Series (as defined below) of Notes issued by Anheuser-Xxxxx InBev SA/NV (‘‘Anheuser-Xxxxx InBev’’) pursuant to the Domiciliary Agency Agreement (as defined below) or by Brandbrew S.A. (‘‘Brandbrew’’) or any of Anheuser-Xxxxx InBev’s other subsidiaries which has been appointed as an issuer (each a ‘‘New Issuer’’ and, together with Brandbrew and Anheuser-Xxxxx InBev, the ‘‘Issuers’’, and each an ‘‘Issuer’’) pursuant to the Agency Agreement (as defined below)hereon. References herein to the ‘‘relevant Issuer’’ shall be references "applicable Final Terms" are to whichever Part A of Anheuser-Xxxxx InBevthe Final Terms (or, Brandbrew in the case of Exempt Notes, Part A of the Pricing Supplement) attached hereto or any New Issuer is specified as the Issuer endorsed hereon and expressions defined or used in the applicable Final Terms (as or, in the case of Exempt Notes, the applicable Pricing Supplement) shall have the same meanings in these Terms and Conditions, unless the context otherwise requires or unless otherwise stated. The following statements are summaries of the detailed provisions of the Trust Deed and the applicable Final Terms. Copies of the Trust Deed (which contains the forms of the Notes, Coupons and Talons), together with copies of the Agency Agreement which contains the form of the Final Terms for each issue of Notes, will be available for inspection, free of charge, during normal business hours at the specified office of each of the Paying Agents. A copy of the applicable Final Terms in relation to Notes may be obtained from the specified office of each of the Paying Agents. The Noteholders, the holders of the Coupons (the "Couponholders") and the holders of the Talons (the "Talonholders") will be deemed to have notice of, and will be entitled to the benefit of, all the provisions of the Trust Deed and the Agency Agreement, which will be binding on them. Words and expressions defined below)in the Trust Deed shall have the same meanings where used herein unless the context otherwise requires or unless otherwise stated.

Appears in 1 contract

Samples: www.rns-pdf.londonstockexchange.com

TERMS AND CONDITIONS OF THE NOTES. The following are the Terms and Conditions of the Notes which will include the additional terms and conditions contained in Annex 1 in the case of Index Linked Notes (the “Index Linked Conditions”), the additional terms and conditions contained in Annex 2 in the case of Share Linked Notes (the “Share Linked Conditions”), the additional terms and conditions contained in Annex 3 in the case of Inflation Linked Notes (the “Inflation Linked Conditions”), the additional terms and conditions contained in Annex 4 in the case of Commodity Linked Notes (the “Commodity Linked Conditions”), and the additional terms and conditions contained in Annex 5 in the case of FX Linked Notes (the “FX Linked Conditions”), or any other Annex (each, an “Annex”, and together the “Annexes”) which may be added from time to time in the case of any Notes linked to any other Underlying Asset(s) (the Terms and Conditions of the Notes as supplemented or amended by the Index Linked Conditions, Share Linked Conditions, Inflation Linked Conditions, Commodity Linked Conditions, and/or FX Linked Conditions are together referred to as the “Terms and Conditions” or the “Conditions” and each, a “Condition”). The Terms and Conditions are incorporated by reference into (i) each Global Note (as defined below) and will be attached to or endorsed upon each Definitive Note (as defined below), (ii) each definitive Note (if permitted by the relevant stock exchange or other relevant authority (if any) and agreed by the relevant Issuer and the relevant Dealer at the time of issue but, if not so permitted and agreed, such definitive Note will have endorsed thereon or attached thereto such Terms and Conditions) and (iii) each Note in dematerialised form issued by Anheuser-Xxxxx InBevany are issued. The applicable Final Terms in relation to any Tranche of Notes (as defined below) may specify other terms and conditions conditions, which shall, shall to the extent so specified or to the extent inconsistent with the following Terms and Conditions, replace or modify the following Terms and Conditions for the purpose of such Tranche of Notes. The applicable Final Terms (or the relevant provisions thereof) will be endorsed uponon, incorporated by reference into, or attached to, each Global Note and definitive Definitive Note, or incorporated by reference into each Note in dematerialised form issued by Anheuser-Xxxxx InBev. Reference should be made to ‘‘Form of the Notes’’ ” above for a description of the content of Final Terms, which includes the definition of certain terms used in the following Terms which will specify which of such terms are to apply and Conditions. The applicable Final Terms in relation to any Tranche of Notes contains additional terms and conditions which will complete the relevant Notes and is deemed to be incorporated by reference into such Notes. This Note is one of a series of Notes issued by Bank of America Corporation (the “Issuer”), pursuant to the Agency Agreement dated as of July 22, 2009, by and between the Issuer and Bank of America, N.A., London Branch (as amended or supplemented from time to time, the “Agency Agreement”), as principal agent (the “Principal Agent”) and Xxxxxxx Xxxxx International Bank Limited as registrar (the “Registrar”) and transfer agent (the “Transfer Agent”), which terms shall include any successor agents. Any other paying agents named pursuant to the Agency Agreement shall be referred to herein, together with the Principal Agent, as the “Paying Agents” (which term shall include any additional or successor paying agents) and any other transfer agents named pursuant to the Agency Agreement shall be referred to herein, together with the Transfer Agent, as the “Transfer Agents” (which term shall include any additional or successor transfer agents). References herein to the “Notes” shall be references to Notes of this Series (as defined below) and shall mean (1) in relation to any Notes represented by a Bearer Global Note or a Registered Global Certificate, units of the lowest denomination of such Notes (the “Specified Denomination”) payable in one or more currencies (each, a “Specified Currency”), (2) Definitive Notes, if any, issued by Anheuser-Xxxxx InBev SA/NV in exchange for a Global Note, and (‘‘Anheuser-Xxxxx InBev’’3) pursuant to any Global Note. The Notes, the Domiciliary Agency Agreement Receipts (as defined below), and the Coupons (as defined below) have the benefit of the Agency Agreement. Each Note will be the obligation of the Issuer only and will not be an obligation of, or guaranteed by, any subsidiaries or affiliates of the Issuer. Unless otherwise agreed by Brandbrew S.A. the Issuer and the relevant dealers (‘‘Brandbrew’’) or any of Anheuser-Xxxxx InBev’s other subsidiaries which has been appointed as an issuer (each each, a ‘‘New Issuer’’ and, together with Brandbrew “Dealer” and Anheuser-Xxxxx InBevtogether, the ‘‘Issuers’’“Dealers”), and specified in the applicable Final Terms, each an ‘‘Issuer’’tranche of Notes (“Tranche of Notes”) pursuant in bearer form will initially be represented by a temporary global note in bearer form (each, a “Bearer Temporary Global Note”) exchangeable as provided in such Note and the Agency Agreement for beneficial interests in a permanent global note in bearer form (each, a “Bearer Permanent Global Note”) without interest coupons, substantially in the forms of Schedule 1 and Schedule 2 to the Agency Agreement Agreement, respectively. The Bearer Temporary Global Note and the Bearer Permanent Global Note are together referred to as the “Bearer Global Notes” and each, a “Bearer Global Note”. Unless otherwise agreed by the Issuer and the relevant Dealers, and specified in the applicable Final Terms, each Tranche of Notes in registered form will initially be represented by a registered certificate in global form (a “Registered Global Certificate”) or by a registered certificate in definitive form (a “Registered Definitive Certificate”) substantially in the forms of Schedule 4 and Schedule 5 to the Agency Agreement, respectively, one Registered Certificate being issued in respect of each Noteholder’s entire holding of Registered Notes of one Series (as defined herein). Each Note represented by a Registered Global Certificate is referred to as a “Registered Global Note” and each Note represented by a Registered Definitive Certificate is referred to as a “Registered Definitive Note”. Bearer Global Notes and Registered Global Notes are together referred to as the “Global Notes” and each, a “Global Note”. Bearer Definitive Notes (as defined below). References herein ) and Registered Definitive Notes are together referred to the ‘‘relevant Issuer’’ shall be references to whichever of Anheuser-Xxxxx InBev, Brandbrew or any New Issuer is specified as the Issuer in “Definitive Notes” and each, a “Definitive Note”. Registered Global Certificates and Registered Definitive Certificates are together referred to as the applicable Final Terms (as defined below)“Registered Certificates” and each, a “Registered Certificate”.

Appears in 1 contract

Samples: Agency Agreement (Bank of America Corp /De/)

TERMS AND CONDITIONS OF THE NOTES. The following are the Terms and Conditions of the Notes which will include the additional terms and conditions contained in Annex 1 in the case of Index Linked Notes (the “Index Linked Conditions”), the additional terms and conditions contained in Annex 2 in the case of Share Linked Notes (the “Share Linked Conditions”), the additional terms and conditions contained in Annex 3 in the case of Inflation Linked Notes (the “Inflation Linked Conditions”), the additional terms and conditions contained in Annex 4 in the case of Commodity Linked Notes (the “Commodity Linked Conditions”), and the additional terms and conditions contained in Annex 5 in the case of FX Linked Notes (the “FX Linked Conditions”), or any other Annex (each, an “Annex”, and together the “Annexes”) which may be added from time to time in the case of any Notes linked to any other Underlying Asset(s) (the Terms and Conditions of the Notes as supplemented or amended by the Index Linked Conditions, Share Linked Conditions, Inflation Linked Conditions, Commodity Linked Conditions, and/or FX Linked Conditions are together referred to as the “Terms and Conditions” or the “Conditions” and each, a “Condition”). The Terms and Conditions are incorporated by reference into (i) each Global Note (as defined below) and will be attached to or endorsed upon each Definitive Note (as defined below), (ii) each definitive Note (if permitted by the relevant stock exchange or other relevant authority (if any) and agreed by the relevant Issuer and the relevant Dealer at the time of issue but, if not so permitted and agreed, such definitive Note will have endorsed thereon or attached thereto such Terms and Conditions) and (iii) each Note in dematerialised form issued by Anheuser-Xxxxx InBevany are issued. The applicable Final Terms in relation to any Tranche of Notes (as defined below) may specify other terms and conditions conditions, which shall, shall to the extent so specified or to the extent inconsistent with the following Terms and Conditions, replace or modify the following Terms and Conditions for the purpose of such Tranche of Notes. The applicable Final Terms (or the relevant provisions thereof) will be endorsed uponon, incorporated by reference into, or attached to, each Global Note and definitive Definitive Note, or incorporated by reference into each Note in dematerialised form issued by Anheuser-Xxxxx InBev. Reference should be made to ‘‘Form of the Notes’’ ” above for a description of the content of Final Terms, which includes the definition of certain terms used in the following Terms which will specify which of such terms are to apply and Conditions. The applicable Final Terms in relation to any Tranche of Notes contains additional terms and conditions which will complete the relevant Notes and is deemed to be incorporated by reference into such Notes. This Note is one of a series of Notes issued by Bank of America Corporation (the “Issuer”), pursuant to the Amended and Restated Agency Agreement dated as of July 25, 2008, by and between the Issuer and The Bank of New York Mellon (as amended or supplemented from time to time, the “Agency Agreement”), as principal agent (the “Principal Agent”) and The Bank of New York (Luxembourg) S.A. as registrar (the “Registrar”) and transfer agent (the “Transfer Agent”), which terms shall include any successor agents. Any other paying agents named pursuant to the Agency Agreement shall be referred to herein, together with the Principal Agent, as the “Paying Agents” (which term shall include any additional or successor paying agents) and any other transfer agents named pursuant to the Agency Agreement shall be referred to herein, together with the Transfer Agent, as the “Transfer Agents” (which term shall include any additional or successor transfer agents). References herein to the “Notes” shall be references to Notes of this Series (as defined below) and shall mean (1) in relation to any Notes represented by a Bearer Global Note or a Registered Global Certificate, units of the lowest denomination of such Notes (the “Specified Denomination”) payable in one or more currencies (each, a “Specified Currency”), (2) Definitive Notes, if any, issued by Anheuser-Xxxxx InBev SA/NV in exchange for a Global Note, and (‘‘Anheuser-Xxxxx InBev’’3) pursuant to any Global Note. The Notes, the Domiciliary Agency Agreement Receipts (as defined below), and the Coupons (as defined below) have the benefit of the Agency Agreement. Each Note will be the obligation of the Issuer only and will not be an obligation of, or guaranteed by, any subsidiaries or affiliates of the Issuer. Unless otherwise agreed by Brandbrew S.A. the Issuer and the relevant dealers (‘‘Brandbrew’’) or any of Anheuser-Xxxxx InBev’s other subsidiaries which has been appointed as an issuer (each each, a ‘‘New Issuer’’ and, together with Brandbrew “Dealer” and Anheuser-Xxxxx InBevtogether, the ‘‘Issuers’’“Dealers”), and specified in the applicable Final Terms, each an ‘‘Issuer’’tranche of Notes (“Tranche of Notes”) pursuant in bearer form will initially be represented by a temporary global note in bearer form (each, a “Bearer Temporary Global Note”) exchangeable as provided in such Note and the Agency Agreement for beneficial interests in a permanent global note in bearer form (each, a “Bearer Permanent Global Note”) without interest coupons, substantially in the forms of Schedule 1 and Schedule 2 to the Agency Agreement Agreement, respectively. The Bearer Temporary Global Note and the Bearer Permanent Global Note are together referred to as the “Bearer Global Notes” and each, a “Bearer Global Note”. Unless otherwise agreed by the Issuer and the relevant Dealers, and specified in the applicable Final Terms, each Tranche of Notes in registered form will initially be represented by a registered certificate in global form (a “Registered Global Certificate”) or by a registered certificate in definitive form (a “Registered Definitive Certificate”) substantially in the forms of Schedule 4 and Schedule 5 to the Agency Agreement, respectively, one Registered Certificate being issued in respect of each Noteholder’s entire holding of Registered Notes of one Series (as defined herein). Each Note represented by a Registered Global Certificate is referred to as a “Registered Global Note” and each Note represented by a Registered Definitive Certificate is referred to as a “Registered Definitive Note”. Bearer Global Notes and Registered Global Notes are together referred to as the “Global Notes” and each, a “Global Note”. Bearer Definitive Notes (as defined below). References herein ) and Registered Definitive Notes are together referred to the ‘‘relevant Issuer’’ shall be references to whichever of Anheuser-Xxxxx InBev, Brandbrew or any New Issuer is specified as the Issuer in “Definitive Notes” and each, a “Definitive Note”. Registered Global Certificates and Registered Definitive Certificates are together referred to as the applicable Final Terms (as defined below)“Registered Certificates” and each, a “Registered Certificate”.

Appears in 1 contract

Samples: Agency Agreement (Bank of America Corp /De/)

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TERMS AND CONDITIONS OF THE NOTES. The following are is the Terms and Conditions text of the Notes which will be incorporated by reference into (i) each Global Note (terms and conditions that, subject to completion and amendment and as defined below), (ii) each definitive Note (if permitted by supplemented or varied in accordance with the provisions of the relevant stock exchange or other relevant authority Pricing Supplement, shall be applicable to the Notes in definitive form (if any) and agreed by issued in exchange for the relevant Issuer and Global Note(s) representing each Series. Either (i) the relevant Dealer at the time full text of issue but, if not so permitted and agreed, such definitive Note will have endorsed thereon or attached thereto such Terms and Conditions) and (iii) each Note in dematerialised form issued by Anheuser-Xxxxx InBev. The applicable Final Terms in relation to any Tranche of Notes may specify other these terms and conditions which shall, to the extent so specified or to the extent inconsistent together with the following Terms and Conditions, replace or modify the following Terms and Conditions for the purpose of such Notes. The applicable Final Terms (or the relevant provisions thereofof the Pricing Supplement or (ii) these terms and conditions as so completed, amended, supplemented or varied (and subject to simplification by the deletion of non-applicable provisions), shall be endorsed on the Bearer Notes or on the Certificates relating to the Registered Notes. All capitalised terms that are not defined in these Conditions will have the meanings given to them in the relevant Pricing Supplement. Those definitions will be endorsed uponon the definitive Notes or Certificates, or attached to, each Global Note and definitive Note, or incorporated by reference into each Note as the case may be. References in dematerialised form issued by Anheuser-Xxxxx InBev. Reference should be made the Conditions to ‘‘Form of the Notes’’ for a description of the content of Final Terms which will specify which of such terms are to apply in relation the Notes of one Series only, not to all Notes that may be issued under the relevant NotesProgramme. This Note is one of a Series (as defined below) of Notes issued by Anheuser-Xxxxx InBev SA/NV Dah Sing Bank Limited (‘‘Anheuser-Xxxxx InBev’’“DSB”) or Dah Sing MTN Financing Limited (“DSMFL”), Dah Sing SAR Financing Limited (“DSSFL”) or any additional issuer which has acceded to the Programme by executing a deed of adherence (the “Deed of Adherence”) pursuant to the Domiciliary terms of the Agency Agreement (as defined below) or by Brandbrew S.A. (‘‘Brandbrew’’) or any of Anheuser-Xxxxx InBev’s other subsidiaries which has been appointed as an issuer referred to below (each a ‘‘New Issuer’’ and, ” and together with Brandbrew DSSFL and Anheuser-Xxxxx InBevDSMFL, the ‘‘“Guaranteed Issuers’’, and each an ‘‘a “Guaranteed Issuer’’”) (each, in relation to Notes issued by it, the “Issuer”) pursuant to the Agency Agreement (as defined below). Issues of Notes by the Guaranteed Issuers will be guaranteed by DSB (in such capacity, the “Guarantor”). References herein to the ‘‘Guarantor shall only be relevant Issuer’’ shall be references to whichever of Anheuser-Xxxxx InBev, Brandbrew or any New Issuer is specified as the Issuer in the applicable Final Terms (as defined below)context of an issue of Notes by a Guaranteed Issuer.

Appears in 1 contract

Samples: Offering Circular

TERMS AND CONDITIONS OF THE NOTES. The following are the Terms and Conditions of Notes to be issued by the Notes relevant Issuer which will be incorporated by reference into each global Note and which will be endorsed on (i) each Global Note (as defined below)or, (ii) each definitive Note (if permitted by the relevant stock exchange or other relevant authority (if any) and agreed by between the relevant Issuer and the relevant Dealer at the time of issue butDealer, if not so permitted and agreed, such incorporated by reference into) each definitive Note in the standard euromarket form and K-form and will have endorsed thereon or attached thereto such Terms and Conditions) and (iii) be applicable to each definitive Note in dematerialised form issued by AnheuserCF-Xxxxx InBevform. The applicable Final Terms Pricing Supplement in relation to any Tranche of Notes may specify other terms and conditions which shall, shall to the extent so specified or to the extent inconsistent with the following Terms and Conditions, replace or modify the following Terms and Conditions for the purpose of such Tranche of Notes. The applicable Final Terms (or the relevant provisions thereof) Pricing Supplement will be endorsed uponon, incorporated by reference into, or attached to, each Global global Note and definitive Note, or incorporated by reference into each Note in dematerialised the standard euromarket form issued by Anheuserand K-Xxxxx InBevform and will be applicable to each definitive Note in CF-form. Reference should be made to ‘Form of the Notes’’ ’ above for a description of the content of Final Pricing Supplements which includes the definition of certain terms used in the following Terms which will specify which of such terms are to apply in relation to the relevant Notesand Conditions. This Note is one of a Series (as defined below) series of Notes issued by Anheuser-Xxxxx InBev SA/NV the Issuer named in the Pricing Supplement endorsed on, incorporated by reference into or attached to this Note (the Pricing Supplement’) (the Anheuser-Xxxxx InBev’’) Issuer’, which expression shall include any Substituted Debtor pursuant to the Domiciliary Agency Agreement (as defined below) or by Brandbrew S.A. (‘‘Brandbrew’’) or any of Anheuser-Xxxxx InBev’s other subsidiaries which has been appointed as an issuer (each a ‘‘New Issuer’’ and, together with Brandbrew and Anheuser-Xxxxx InBev, the ‘‘Issuers’’, and each an ‘‘Issuer’’Condition 17) pursuant to the Agency Agreement (as defined below). If this Note is issued by Ahold Finance B.V., Ahold Finance Europe B.V., or Ahold Finance U.S.A., Inc., it is unconditionally and irrevocably guaranteed (the ‘Guarantee’) by Koninklijke Ahold N.V. (the ‘Guarantor’). If this Note is issued by Koninklijke Ahold N.V., references in these Terms and Conditions to Guarantor and Guarantee shall not apply. References herein to the ‘‘relevant Issuer’’ Notes’ shall be references to whichever the Notes of Anheuser-Xxxxx InBev, Brandbrew or any New Issuer is specified as the Issuer in the applicable Final Terms this Series (as defined below) and shall mean (i) in relation to any Notes represented by a global Note, units of the lowest Specified Denomination in the Specified Currency, (ii) definitive Notes issued in exchange for a global Note and (iii) any global Note. The Notes, the Receipts (as defined below) and the Coupons (as defined below) also have the benefit of an Agency Agreement dated 12th May, 2000 as supplemented by the Supplemental Agency Agreement dated April 26, 2001 (together the ‘Agency Agreement’) made between the Issuers, the Guarantor, Dexia Banque Internationale à Luxembourg as issuing and principal paying agent and agent bank (in such capacity the ‘Agent’, which expression shall include any successor agent) and the other paying agents named therein (together with the Agent, the ‘Paying Agents’, which expression shall include any additional or successor paying agents). Interest bearing definitive Notes in the standard euromarket form (unless otherwise indicated in the applicable Pricing Supplement) have interest coupons (‘Coupons’) and, if indicated in the applicable Pricing Supplement, talons for further Coupons (‘Talons’) attached on issue. Any reference herein to Coupons shall, unless the context otherwise requires, be deemed to include a reference to Talons. Definitive Notes in the standard euromarket form repayable in instalments have receipts (‘Receipts’) for the payment of the instalments of principal (other than the final instalment) attached on issue. Any reference herein to ‘Noteholders’ shall mean the holders of the Notes, and shall, in relation to any Notes represented by a Global Note, be construed as provided below. Any reference herein to ‘Receiptholders’ shall mean the holders of the Receipts and any reference herein to ‘Couponholders’ shall mean the holders of the Coupons, and shall, unless the context otherwise requires, include the holders of the Talons. Any holders mentioned above include those having a credit balance in the depots held in custody by or for Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V. (‘NECIGEF’) or by an affiliated institution (‘aangesloten instelling’) under the Dutch Securities Giro Transfer Act (‘Wet giraal effectenverkeer’), such Notes hereinafter referred to as Notes held through NECIGEF. Interest bearing definitive Notes in K-form will have Coupons and, if indicated in the applicable Pricing Supplement, Talons attached but will not be issued with Receipts attached. Interest bearing definitive Notes in CF-form will have Coupon sheets attached but will not be issued with Talons or Receipts attached. References in these Terms and Conditions to ‘Coupons’ will include references to such Coupon sheets. The Pricing Supplement for this Note is endorsed hereon or attached hereto or applicable hereto or incorporated by reference herein and supplements these Terms and Conditions and may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with these Terms and Conditions, replace or modify these Terms and Conditions for the purposes of this Note. References herein to the ‘applicable Pricing Supplement’ are to the Pricing Supplement for this Note. As used herein, ‘Tranche’ means Notes which are identical in all respects (including as to listing) and ‘Series’ means a Tranche of Notes together with any further Tranche or Tranches of Notes which are (i) expressed to be consolidated and form a single series and (ii) identical in all respects (including as to listing) from the date on which such consolidation is expressed to take effect. Copies of the Agency Agreement and the applicable Pricing Supplement are available at the specified offices of each of the Agent and the other Paying Agents save that a Pricing Supplement relating to an unlisted Note will only be available for inspection by a Noteholder upon such Noteholder producing evidence as to identity satisfactory to the relevant Paying Agent. The Noteholders, the Receiptholders and the Couponholders are deemed to have notice of, and are entitled to the benefit of, all the provisions of the Agency Agreement and the applicable Pricing Supplement which are binding on them. The statements in these Terms and Conditions include summaries of, and are subject to, the detailed provisions of the Agency Agreement. Words and expressions defined in the Agency Agreement or used in the applicable Pricing Supplement shall have the same meanings where used in these Terms and Conditions unless the context otherwise requires or unless otherwise stated.

Appears in 1 contract

Samples: Supplemental Agency Agreement (Royal Ahold)

TERMS AND CONDITIONS OF THE NOTES. The following are the Terms terms and Conditions conditions of the Notes (the "Conditions") which will be incorporated by reference into (i) each Global global Note (as defined below), (ii) and each definitive Note (Note, in the latter case only if permitted by the relevant stock exchange or other relevant authority (if any) and agreed by the relevant Issuer and the relevant Dealer at the time of issue but, if not so permitted and agreed, such each definitive Note will have endorsed thereon or attached thereto such Terms and Conditions) and (iii) each Note . The term "Issuer" as used in dematerialised form issued by Anheuser-Xxxxx InBevthese Conditions refers to the Issuer specified as such in the applicable Pricing Supplement in relation to a particular Tranche of Notes. The applicable Final Terms Pricing Supplement in relation to any Tranche of Notes may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with the following Terms and Conditions, replace or modify the following Terms and Conditions for the purpose of such Notes. The applicable Final Terms Pricing Supplement (or the relevant provisions thereof) will be endorsed upon, or attached to, each Global global Note and each definitive Note, or incorporated by reference into each Note in dematerialised form issued by Anheuser-Xxxxx InBev. Reference should be made to ‘‘Form of the Notes’’ for a description of the content of Final Terms applicable Pricing Supplement, which will specify which of such terms are to apply in relation to the relevant Notes. This Note is one of a Series of Notes issued by the Issuer specified as such in the applicable Pricing Supplement (as defined below), being either Alpha Services and Holdings S.A. ("Alpha Holdings") or Alpha Bank S.A. ("Alpha Bank") (together, the "Issuers" and references in these Conditions to the "Issuer" are to the relevant Issuer of such Notes as specified in the applicable Pricing Supplement), the notes of such Series being hereinafter called the "Notes", which expression shall mean (i) in relation to any Notes represented by a global Note, units of each Specified Denomination in the Specified Currency, (ii) definitive Notes issued in exchange for a global Note and (iii) any global Note, each as issued in accordance with an amended and restated Fiscal Agency Agreement (the "Agency Agreement", which expression shall include any amendments or supplements thereto) dated 6 July 2022 and made between the Issuers and Citibank, N.A., London Branch in its capacity as Issuing and Principal Paying Agent (the "Agent", which expression shall include any successor to Citibank, N.A., London Branch in its capacity as such) and the other Paying Agents named therein (the "Paying Agents", which expression shall include the Agent and any substitute or additional Paying Agents appointed in accordance with the Agency Agreement). The Notes and the Coupons (as defined below) have the benefit of an amended and restated deed of covenant (the "Deed of Covenant", which expression shall include any amendments or supplements thereto) dated 6 July 2022 executed by the Issuers in relation to the Notes. The original Deed of Covenant is held by the Agent. Interest bearing definitive Notes will (unless otherwise indicated in the applicable Pricing Supplement) have interest coupons ("Coupons") and, in the case of Notes which, when issued by Anheuser-Xxxxx InBev SA/NV in definitive form, have more than 27 interest payments remaining, talons for further Coupons (‘‘Anheuser-Xxxxx InBev’’"Talons") pursuant attached on issue. Any reference herein to Coupons or coupons shall, unless the context otherwise requires, be deemed to include a reference to Talons or talons. The applicable final terms of the Notes are set out in Part A of the Pricing Supplement for this Note. Such Pricing Supplement (or the relevant provisions thereof) is attached hereto or endorsed hereon and may specify other terms and conditions which shall, to the Domiciliary extent so specified or to the extent inconsistent with these Terms and Conditions (the "Conditions" and references to a numbered "Condition" shall be construed accordingly), replace or modify these Conditions for the purposes of this Note. Supplements to these Conditions for this Note may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with these Conditions, replace or modify these Conditions for the purposes of this Note. References herein to "applicable Pricing Supplement" are to the Pricing Supplement attached hereto or endorsed hereon. The applicable Pricing Supplement for each Tranche of Notes will state in particular whether this Note is a senior preferred Note (a "Senior Preferred Note") a senior non-preferred Note (a "Senior Non-Preferred Note") or a tier 2 Note (a "Tier 2 Note"). The Notes shall be issued under the provisions of Articles 59 to 74 (inclusive) of Law 4548/2018 and Article 14 of Law 3156/2003 (together, the "Greek Bond Laws"). For the purposes of the Greek Bond Laws, the Issuer shall appoint an agent of the holders of such Notes (the "Noteholders Agent") in accordance with Condition 15 below. Further, for the purposes of Article 60 of Law 4548/2018, these Conditions will constitute the programme of the Notes. If, in respect of any Notes, a Noteholders Agent is not required to be so appointed, references in these Conditions to the Noteholders Agent and the Noteholders Agency Agreement (as defined below) or by Brandbrew S.A. (‘‘Brandbrew’’) or any of Anheuser-Xxxxx InBev’s other subsidiaries which has been appointed as an issuer (each a ‘‘New Issuer’’ and, together with Brandbrew and Anheuser-Xxxxx InBev, the ‘‘Issuers’’, and each an ‘‘Issuer’’) pursuant to the Agency Agreement (as defined below). References herein to the ‘‘relevant Issuer’’ shall be references to whichever of Anheuser-Xxxxx InBev, Brandbrew or any New Issuer is specified as the Issuer in the applicable Final Terms (as defined below)are not applicable.

Appears in 1 contract

Samples: Fiscal Agency Agreement

TERMS AND CONDITIONS OF THE NOTES. The following are the Terms terms and Conditions conditions of the Notes (the “Conditions”) which will be incorporated by reference into (i) each Global global Note (as defined below), (ii) and each definitive Note (Note, in the latter case only if permitted by the relevant stock exchange or other relevant authority (if any) and agreed by the relevant Issuer and the relevant Dealer at the time of issue but, if not so permitted and agreed, such each definitive Note will have endorsed thereon or attached thereto such Conditions. The term “Issuer” as used in these Conditions refers to the Issuer specified as such in the applicable Final Terms and Conditions(or, in the case of Exempt Notes, applicable Pricing Supplement) and or the Drawdown Prospectus (iiias the case may be) each Note in dematerialised form issued by Anheuser-Xxxxx InBevrelation to a particular Tranche of Notes. The applicable Final Terms Pricing Supplement in relation to any Tranche of Exempt Notes may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with the following Conditions, replace or modify the following Conditions for the purpose of such Notes. The applicable Drawdown Prospectus in relation to any Tranche of Notes may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with the following Terms and Conditions, replace or modify the following Terms and Conditions for the purpose of such Notes. The applicable Final Terms (or, in the case of Exempt Notes, applicable Pricing Supplement) or the Drawdown Prospectus (as the case may be) (or the relevant provisions thereof) will be endorsed upon, or attached to, each Global global Note and each definitive Note, or incorporated by reference into each Note in dematerialised form issued by Anheuser-Xxxxx InBev. Reference should be made to ‘‘Form of the Notes’’ ” and the “Final Terms (or, in the case of Exempt Notes, "Pricing Supplement") or Drawdown Prospectus” for a description of the content of Final Terms (or, in the case of Exempt Notes, Pricing Supplement) or the Drawdown Prospectus (as the case may be) which will specify which of such terms are to apply in relation to the relevant Notes. This Note is one of a Series of notes issued by the Issuer specified as such in the applicable Final Terms or the Drawdown Prospectus (as defined belowthe case may be) of Notes issued by Anheuser-Xxxxx InBev SA/NV (‘‘Anheuser-Xxxxx InBev’’) pursuant to the Domiciliary Agency Agreement (as defined below) or by Brandbrew S.A. (‘‘Brandbrew’’) or any of Anheuser-Xxxxx InBev’s other subsidiaries which has been appointed as an issuer (each a ‘‘New Issuer’’ and, together with Brandbrew and Anheuser-Xxxxx InBev, the ‘‘Issuers’’, and each an ‘‘Issuer’’) pursuant to the Agency Agreement (as defined below). References herein to the ‘‘relevant Issuer’’ shall be references to whichever of Anheuser-Xxxxx InBev, Brandbrew being either Alpha Credit Group PLC (“Alpha PLC”) or any New Issuer is Alpha Bank AE (“Alpha Bank”), acting through its Issuing Branch (as specified as the Issuer in the applicable Final Terms (as defined below)) (together the “Issuers”), the notes of such Series being hereinafter called the “Notes”, which expression shall mean (i) in relation to any Notes represented by a global Note, units of each Specified Denomination in the Specified Currency, (ii) definitive Notes issued in exchange for a global Note and (iii) any global Note, each as issued in accordance with an amended and restated Fiscal Agency Agreement (the “Agency Agreement”, which expression shall include any amendments or supplements thereto) dated 15 November 2019 and made between the Alpha PLC, Alpha Bank and Citibank, N.A., London Branch in its capacity as Issuing and Principal Paying Agent (the “Agent”, which expression shall include any successor to Citibank, N.A., London Branch in its capacity as such) and the other Paying Agents named therein (the “Paying Agents”, which expression shall include the Agent and any substitute or additional Paying Agents appointed in accordance with the Agency Agreement). The Notes and the Coupons (each as defined below) have the benefit of an amended and restated deed of covenant (the “Deed of Covenant”, which expression shall include any amendments or supplements thereto) dated 15 November 2019 executed by the Issuers in relation to the Notes. The original Deed of Covenant is held by the common depositary for Euroclear and Clearstream, Luxembourg (each as defined below). Notes issued by Alpha PLC are the subject of a deed of guarantee (the “Guarantee”) dated 15 November 2019 (as amended or supplemented from time to time, the “Deed of Guarantee”) entered into by Alpha Bank (in such capacity, the “Guarantor”). Interest bearing definitive Notes will (unless otherwise indicated in the applicable Final Terms or the Drawdown Prospectus (as the case may be)) have interest coupons (“Coupons”) and, in the case of Notes which, when issued in definitive form, have more than 27 interest payments remaining, talons for further Coupons (“Talons”) attached on issue. Any reference herein to Coupons or coupons shall, unless the context otherwise requires, be deemed to include a reference to Talons or talons. The applicable Final Terms or the Drawdown Prospectus (as the case may be) for this Note (or the relevant provisions thereof) is attached hereto or endorsed hereon or, if this Note is a Note which is neither admitted to trading on a regulated market in the European Economic Area nor offered in the European Economic Area in circumstances where a prospectus is required to be published under Regulation (EU) 2017/1129 (an “Exempt Note”), the final terms (or the relevant provisions thereof) are set out in Part A of the Pricing Supplement and may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with these Terms and Conditions (the “Conditions”), replace or modify the Conditions for the purposes of this Note. Supplements to these Conditions and the Drawdown Prospectus (if applicable) for this Note may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with these Conditions, replace or modify these Conditions for the purposes of this Note. References herein to “applicable Final Terms or the Drawdown Prospectus (as the case may be)” are to the Final Terms or the Drawdown Prospectus (as the case may be) attached hereto or endorsed hereon. Any reference in the Conditions to “applicable Final Terms” shall be deemed to include a reference to applicable Pricing Supplement where relevant. The applicable Final Terms or the Drawdown Prospectus (as the case may be) for each Tranche of Notes will state in particular whether this Note is (i) a senior preferred liquidity Note (a “Senior Preferred Liquidity Note”), (ii) a senior preferred Note (a “Senior Preferred Note”), (iii) a senior non-preferred Note (a “Senior Non-Preferred Note”) or (iv) a tier 2 Note (a “Tier 2 Note”). Senior Preferred Notes and Senior Non-Preferred Notes may only be issued by Alpha Bank. In the case of an issue of Notes by Alpha Bank to which articles 59 to 74 (inclusive) of Law 4548/2018 and article 14 of Law 3156/2003 shall apply (together, the “Greek Bond Laws”) and for the purposes of which the appointment of an Alpha Bank Noteholders Agent (as defined below) is required (if so), as per the Greek Bond Laws (the “Alpha Bank Notes”), Alpha Bank shall appoint an agent of the holders of Alpha Bank Notes (the “Alpha Bank Noteholders Agent”) in accordance with Condition 18 of the Notes below.

Appears in 1 contract

Samples: Fiscal Agency Agreement

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