Interpretation and Definitions. References in this Temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (as specified in the Issue Deed relating to the Notes (the “Issue Deed”, and together with the Master Trust Terms specified therein, the “Trust Deed”), and as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Global Note, which in the event of any conflict shall prevail. Other capitalised terms used in this Temporary Global Note shall, unless otherwise defined, have the meanings given to them in the Conditions or the Trust Deed. This Temporary Global Note is a [“D Rules Note”]/[“C Rules Note”]. The aggregate nominal amount from time to time of this Temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes as shall be shown by the latest entry in the fourth column of the Schedule hereto, which shall be completed by or on behalf of the Issuing and Paying Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this Temporary Global Note for a corresponding interest in a Permanent Global Note or, as the case may be, for Definitive Notes, and/or (iii) the redemption or purchase and cancellation of Notes represented hereby, all as described below. Subject as provided herein, the Issuer, for value received, hereby 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 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 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
Sources: Master Trust Terms
Interpretation and Definitions. References in this Temporary Subordinated Global Note to the “Conditions” are to the Terms and Conditions applicable to the Subordinated Notes attached in the Fourth Schedule hereto which are in the form set out in Part C-2 of Schedule 2 to the Amended and Restated Agency Agreement (as specified in the Issue Deed relating amended and supplemented from time to the Notes (the “Issue Deed”, and together with the Master Trust Terms specified thereintime, the “Trust DeedAgency Agreement”)) dated 2 October 2024 between Eni S.p.A., The Bank of New York Mellon, London Branch as fiscal agent and the other agents named in it and attached hereto, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Temporary Subordinated Global NoteNote 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 Temporary Subordinated Global Note shall, unless otherwise defined, shall have the meanings given to them in the Conditions or the Trust DeedAgency Agreement. This If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “TEFRA C” or “not applicable”, this Temporary Subordinated Global Note is a [“D Rules Note”]/[“C Rules TEFRA C Note”], otherwise this Temporary Subordinated Global Note is a “TEFRA D Note”. The aggregate nominal amount from time to time of this Temporary Subordinated Global Note shall be an amount equal to the aggregate nominal amount of the Subordinated Notes as shall be shown by the latest entry in the fourth column of Part I of the First Schedule hereto, which shall be completed by or on behalf of the Issuing and Paying Fiscal Agent upon (i) the issue of Subordinated Notes represented hereby, (ii) the exchange of the whole or a part of this Temporary Subordinated Global Note for a corresponding interest in a Permanent Subordinated Global Note or, as the case may be, for Subordinated Definitive Notes, and/or (iii) the redemption or purchase and cancellation of Subordinated Notes represented hereby, and/or (iv) the exchange of interests in this Temporary Subordinated Global Note for direct enforcement rights, all as described below. Subject as provided herein, the Issuer, for value received, hereby promises to pay to the bearer of this Temporary Subordinated Global Note, upon presentation and (when no further payment is due in respect of this Temporary Subordinated Global Note) surrender of this Temporary Subordinated Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable payable in accordance with the Conditions) Conditions the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Subordinated Notes represented by this Temporary Subordinated Global Note and (unless this Temporary Subordinated Global Note does not bear interest) to pay interest in respect of the Subordinated Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method methods of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the Subordinated 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
Sources: Agency Agreement
Interpretation and Definitions. References in this 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 specified in the Issue Deed relating amended and supplemented from time to the Notes (the “Issue Deed”, and together with the Master Trust Terms specified thereintime, the “Trust DeedAgency Agreement”)) dated 5 October 2023 between Eni S.p.A., The Bank of New York Mellon, London Branch as fiscal agent and the other agents named in it and attached hereto, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Temporary Global NoteNote 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 Temporary Global Note shall, unless otherwise defined, shall have the meanings given to them in the Conditions or the Trust DeedAgency Agreement. This If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “TEFRA C” or “not applicable”, this Temporary Global Note is a [“D Rules Note”]/[“C Rules TEFRA C Note”], otherwise this Temporary Global Note is a “TEFRA D Note”. The aggregate nominal amount from time to time of this Temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes as shall be shown by the latest entry in the fourth column of Part I of the First Schedule hereto, which shall be completed by or on behalf of the Issuing and Paying Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this Temporary Global Note for a corresponding interest in a Permanent Global Note or, as the case may be, for Definitive Notes or Registered Notes, and/or (iii) the redemption or purchase and cancellation of Notes represented hereby, and/or (iv) the exchange of interests in this Temporary Global Note for direct enforcement rights, all as described below. Subject as provided herein, the Issuer, for value received, hereby 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 repayable 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 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
Sources: Agency Agreement
Interpretation and Definitions. References in this Temporary 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 specified in the Issue Deed relating amended and supplemented from time to the Notes (the “Issue Deed”, and together with the Master Trust Terms specified thereintime, the “Trust DeedAgency Agreement”)) dated 2 October 2020 between Eni S.p.A., Eni Finance International SA, The Bank of New York Mellon, 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 temporary Permanent Global NoteNote including the supplemental definitions and any modifications or additions set out in the Third Schedule hereto, which in the event of any conflict shall prevail. Other capitalised terms used in this Temporary Permanent Global Note shall, unless otherwise defined, shall have the meanings given to them in the Conditions or the Trust Deed. This Temporary Global Note is a [“D Rules Note”]/[“C Rules Note”]Agency Agreement. The aggregate nominal amount from time to time of this Temporary Permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes as shall be shown by the latest entry in the fourth column of Part I of the First Schedule hereto, which shall be completed by or on behalf of the Issuing and Belgian Paying Agent upon (i) the issue of the Notes represented herebyhereby (in the case of Notes represented by this Permanent Global Note upon issue), (ii) the exchange of the whole or or, where the limited circumstances so permit, a part of this Temporary Global Note for a corresponding interest in a Permanent Global Note or, as the case may be, for Definitive Notes, and/or (iii) the redemption or purchase and cancellation of Notes represented hereby, and/or (iv) the exchange of interests in this Permanent Global Note for direct enforcement rights, all as described below. Subject as provided herein, the Issuer, for value received, hereby promises to pay to the bearer of this Temporary Permanent Global Note, upon presentation and (when no further payment is due in respect of this Temporary Permanent Global Note) surrender of this Temporary 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 Temporary Permanent Global Note and (unless this Temporary Permanent Global Note does not bear interest) to pay interest in respect of the such aggregate nominal amount of Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method methods of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the NotesEFI 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 made in accordance with the NBB Securities Settlement System Regulations and the provisions of the Clearing Services Agreement. Payments made by the Issuer in euro to the NBB will discharge the Issuer’s obligations in respect of the EFI 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
Sources: Agency Agreement
Interpretation and Definitions. References in this Temporary 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 specified in the Issue Deed relating amended and supplemented from time to the Notes (the “Issue Deed”, and together with the Master Trust Terms specified thereintime, the “Trust DeedAgency Agreement”)) between Eni S.p.A., Eni Finance International SA, The Bank of New York Mellon, 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 temporary Permanent Global NoteNote 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 Temporary Permanent Global Note shall, unless otherwise defined, shall have the meanings given to them in the Conditions or the Trust Deed. This Temporary Global Note is a [“D Rules Note”]/[“C Rules Note”]Agency Agreement. The aggregate nominal amount from time to time of this Temporary Permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes as shall be shown by the latest entry in the fourth column of Part I of the First Schedule hereto, which shall be completed by or on behalf of the Issuing and Paying Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this 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, as where the case may belimited circumstances so permit, a part of this Permanent Global Note for Definitive Notes or Registered Notes, and/or (iiiiv) the redemption or purchase and cancellation of Notes represented herebyhereby and/or (v) the exchange of interests in this Permanent Global Note for direct enforcement rights, all as described below. Subject as provided herein, the Issuer, for value received, hereby promises to pay to the bearer of this Temporary Permanent Global Note, upon presentation and (when no further payment is due in respect of this Temporary Permanent Global Note) surrender of this Temporary 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 Temporary Permanent Global Note and (unless this Temporary 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 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
Sources: Agency Agreement
Interpretation and Definitions. References in this Temporary temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (as specified which are in the form set out in the base prospectus prepared by the Issuer and dated 30 April 2025 (as amended or supplemented as at the Issue Deed relating to the Notes (the “Issue Deed”, and together with the Master Trust Terms specified therein, the “Trust Deed”Date), and as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Global NoteNote (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 Temporary temporary Global Note shall, unless otherwise defined, shall have the meanings given to them in the Conditions or the Trust DeedAgency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 30 April 2025 between the Issuer, Citibank, N.A., London Branch as fiscal agent and the other agents named in it. This Temporary 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”]/[“C Rules Note”]. The aggregate nominal principal amount from time to time of this Temporary temporary Global Note shall be an amount equal to the aggregate nominal principal amount of the Notes as shall be shown by the latest entry in the fourth column of Part I of the First Schedule hereto, which shall be completed by or on behalf of the Issuing Fiscal Agent or, in the case of Notes cleared through the CMU, the CMU Lodging and Paying Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this Temporary temporary Global Note for a corresponding interest in a Permanent permanent Global Note or, as the case may be, or for Definitive Notes, and/or (iii) the redemption or purchase and cancellation of Notes represented herebyhereby and/or (iv) the exchange of interests in this temporary Global Note for direct enforcement rights, all as described below. Subject as provided herein, the Issuer, for value received, hereby promises to pay to the bearer of this Temporary temporary Global NoteNote or its designees, upon presentation and (when no further payment is due in respect of this Temporary temporary Global Note) surrender of this Temporary temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal principal amount of Notes represented by this Temporary temporary Global Note and (unless this Temporary 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. In the case of Notes cleared through the CMU, payment of interest or principal will be made to the person(s) for whose account(s) interests in this temporary Global Note are credited as being held with the CMU in accordance with the CMU Rules at the relevant time and payment made in accordance thereof shall discharge the obligations of the Issuer in respect of that payment. For these purposes, a notification from the CMU shall be conclusive evidence of the records of the CMU (save in the case of manifest error). Save in the case of final payment, no presentation of this temporary Global Note shall be required for such purpose.
Appears in 1 contract
Sources: Agency Agreement
Interpretation and Definitions. References in this Temporary temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (as specified which are in the Issue Deed relating form set out in Schedule 2 Part C to the Notes 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 Deed”, and together with the Master Trust Terms specified thereinDate, the “Trust DeedAgency Agreement”)) between the Issuer, 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 temporary Global NoteNote (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 Temporary temporary Global Note shall, unless otherwise defined, shall have the meanings given to them in the Conditions or the Trust DeedAgency Agreement. This Temporary 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 [“D Rules Note”]/[“C Rules TEFRA C Note”], otherwise this temporary Global Note is a “TEFRA D Note”. The aggregate nominal amount from time to time of this Temporary temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes as shall be shown by the latest entry in the fourth column of Part I of the First Schedule hereto, which shall be completed by or on behalf of the Issuing and Paying Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this Temporary temporary Global Note for a corresponding interest in a Permanent permanent Global Note or, as the case may be, for Definitive Notes or Registered Notes, and/or (iii) the redemption or purchase and cancellation of Notes represented herebyhereby and/or (iv) the exchange of interests in this temporary Global Note for direct enforcement rights, all as described below. Subject as provided herein, the Issuer, for value received, hereby promises to pay to the bearer of this Temporary temporary Global Note, upon presentation and (when no further payment is due in respect of this Temporary temporary Global Note) surrender of this Temporary temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable 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 temporary Global Note and (unless this Temporary 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 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
Sources: Agency Agreement
Interpretation and Definitions. References in this Temporary 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 specified in the Issue Deed relating amended and supplemented from time to the Notes (the “Issue Deed”, and together with the Master Trust Terms specified thereintime, the “Trust DeedAgency Agreement”)) dated 3 October 2019 between Eni S.p.A., Eni Finance International SA, The Bank of New York Mellon, 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 temporary Permanent Global NoteNote including the supplemental definitions and any modifications or additions set out in the Third Schedule hereto, which in the event of any conflict shall prevail. Other capitalised terms used in this Temporary Permanent Global Note shall, unless otherwise defined, shall have the meanings given to them in the Conditions or the Trust Deed. This Temporary Global Note is a [“D Rules Note”]/[“C Rules Note”]Agency Agreement. The aggregate nominal amount from time to time of this Temporary Permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes as shall be shown by the latest entry in the fourth column of Part I of the First Schedule hereto, which shall be completed by or on behalf of the Issuing and Belgian Paying Agent upon (i) the issue of the Notes represented herebyhereby (in the case of Notes represented by this Permanent Global Note upon issue), (ii) the exchange of the whole or or, where the limited circumstances so permit, a part of this Temporary Global Note for a corresponding interest in a Permanent Global Note or, as the case may be, for Definitive Notes, and/or (iii) the redemption or purchase and cancellation of Notes represented hereby, and/or (iv) the exchange of interests in this Permanent Global Note for direct enforcement rights, all as described below. Subject as provided herein, the Issuer, for value received, hereby promises to pay to the bearer of this Temporary Permanent Global Note, upon presentation and (when no further payment is due in respect of this Temporary Permanent Global Note) surrender of this Temporary 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 Temporary Permanent Global Note and (unless this Temporary Permanent Global Note does not bear interest) to pay interest in respect of the such aggregate nominal amount of Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method methods of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the NotesEFI 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 made in accordance with the NBB Securities Settlement System Regulations and the provisions of the Clearing Services Agreement. Payments made by the Issuer in euro to the NBB will discharge the Issuer’s obligations in respect of the EFI 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
Sources: Agency Agreement
Interpretation and Definitions. References in this Temporary temporary Global Note to the “"Conditions” " are to the Terms and Conditions applicable to the Notes (as specified which are in the Issue Deed relating form set out in Schedule 4 (Terms and Conditions of the Notes) to the Notes Trust Deed (the “Issue Deed”, and together with the Master Trust Terms specified therein, the “"Trust Deed”)") dated 27 April 2011 between the Issuer and HSBC Corporate Trustee Company (UK) Limited as trustee, and as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Global NoteNote (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 Temporary temporary Global Note shall, unless otherwise defined, shall have the meanings given to them in the Conditions or the Trust Deed. This Temporary 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”]/[“C Rules Note”]". The aggregate nominal amount from time to time of this Temporary temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes as shall be shown by the latest entry in the fourth column of the First Schedule hereto, which shall be completed by or on behalf of the Issuing and Paying Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this Temporary temporary Global Note for a corresponding interest in a Permanent permanent Global Note or, as the case may be, for Definitive Notes, and/or (iii) the redemption or purchase and cancellation of Notes represented hereby, and/or (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, all as described below. Subject as provided herein, the Issuer, for value received, hereby promises to pay to the bearer of this Temporary temporary Global Note, upon presentation and (when no further payment is due in respect of this Temporary temporary Global Note) surrender of this Temporary 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 Temporary temporary Global Note and (unless this Temporary 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
Sources: Trust Deed (PPL Corp)
Interpretation and Definitions. References in this Temporary temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (as specified which are in the form set out in the base prospectus prepared by the Issuer and dated 2 October 2023 (as amended or supplemented as at the Issue Deed relating to the Notes (the “Issue Deed”, and together with the Master Trust Terms specified therein, the “Trust Deed”Date), and as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Global NoteNote (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 Temporary temporary Global Note shall, unless otherwise defined, shall have the meanings given to them in the Conditions or the Trust DeedAgency 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. This Temporary 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”]/[“C Rules Note”]. The aggregate nominal principal amount from time to time of this Temporary temporary Global Note shall be an amount equal to the aggregate nominal principal amount of the Notes as shall be shown by the latest entry in the fourth column of Part I of the First Schedule hereto, which shall be completed by or on behalf of the Issuing and Paying Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this Temporary temporary Global Note for a corresponding interest in a Permanent permanent Global Note or, as the case may be, or for Definitive Notes, and/or (iii) the redemption or purchase and cancellation of Notes represented herebyhereby and/or (iv) the exchange of interests in this temporary Global Note for direct enforcement rights, all as described below. Subject as provided herein, the Issuer, for value received, hereby promises to pay to the bearer of this Temporary temporary Global Note, upon presentation and (when no further payment is due in respect of this Temporary temporary Global Note) surrender of this Temporary temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal principal amount of Notes represented by this Temporary temporary Global Note and (unless this Temporary 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
Sources: Agency Agreement
Interpretation and Definitions. References in this Temporary Global Note to the “Conditions” are to the Terms terms and Conditions conditions applicable to the Notes (as specified which are in the Issue Deed relating form set out in Schedule 2 Part C to the Notes (the “Issue Deed”, and together with the Master Principal Trust Terms specified therein, the “Trust Deed”), and Deed as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Temporary Global NoteNote (including the supplemental definitions and any modifications or additions set out in the Second Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this Temporary Global Note shall, unless otherwise defined, shall have the meanings given to them in the Conditions or the Principal Trust Deed. This 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”]/[“C 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 The aggregate nominal principal amount from time to time of this Temporary Global Note shall be an amount equal to the aggregate nominal principal amount of the Notes as shall be shown by the latest entry in the fourth column of the First Schedule hereto, which shall be completed by or on behalf of the Issuing and Paying Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this Temporary Global Note for a corresponding interest in a Permanent Global Note or, as the case may be, for Definitive Notes or Registered Notes, and/or (iii) the redemption or purchase and cancellation of Notes represented herebyhereby and/or (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, all as described below. Subject as provided herein, the Issuer, for value received, hereby 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 Redemption Amount may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions Redemption Amount in respect of the aggregate nominal 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 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
Sources: Principal Trust Deed
Interpretation and Definitions. References in this Temporary Senior Global Note to the “Conditions” are to the Terms and Conditions applicable to the Senior Notes attached in the Fifth Schedule hereto which are in the form set out in Part C-1 of Schedule 2 to the Amended and Restated Agency Agreement (as specified in the Issue Deed relating amended and supplemented from time to the Notes (the “Issue Deed”, and together with the Master Trust Terms specified thereintime, the “Trust DeedAgency Agreement”)) dated 2 October 2024 between Eni S.p.A., The Bank of New York Mellon, London Branch as fiscal agent and the other agents named in it and attached hereto, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Temporary Senior Global NoteNote 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 Temporary Senior Global Note shall, unless otherwise defined, shall have the meanings given to them in the Conditions or the Trust DeedAgency Agreement. This If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “TEFRA C” or “not applicable”, this Temporary Senior Global Note is a [“D Rules Note”]/[“C Rules TEFRA C Note”], otherwise this Temporary Senior Global Note is a “TEFRA D Note”. The aggregate nominal amount from time to time of this Temporary Senior Global Note shall be an amount equal to the aggregate nominal amount of the Senior Notes as shall be shown by the latest entry in the fourth column of Part I of the First Schedule hereto, which shall be completed by or on behalf of the Issuing and Paying Fiscal Agent upon (i) the issue of Senior Notes represented hereby, (ii) the exchange of the whole or a part of this Temporary Senior Global Note for a corresponding interest in a Permanent Senior Global Note or, as the case may be, for Senior Definitive Notes, and/or (iii) the redemption or purchase and cancellation of Senior Notes represented hereby, and/or (iv) the exchange of interests in this Temporary Senior Global Note for direct enforcement rights, all as described below. Subject as provided herein, the Issuer, for value received, hereby promises to pay to the bearer of this Temporary Senior Global Note, upon presentation and (when no further payment is due in respect of this Temporary Senior Global Note) surrender of this Temporary Senior Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Senior Notes represented by this Temporary Senior Global Note and (unless this Temporary Senior Global Note does not bear interest) to pay interest in respect of the Senior Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method methods of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the Senior 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
Sources: Agency Agreement
Interpretation and Definitions. References in this 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 specified in the Issue Deed relating amended and supplemented from time to the Notes (the “Issue Deed”, and together with the Master Trust Terms specified thereintime, the “Trust DeedAgency Agreement”)) dated 2 October 2020 between Eni S.p.A., Eni Finance International SA, The Bank of New York Mellon, London Branch as fiscal agent and the other agents named in it and attached hereto, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Temporary Global NoteNote 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 Temporary Global Note shall, unless otherwise defined, shall have the meanings given to them in the Conditions or the Trust DeedAgency Agreement. This If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “TEFRA C” or “not applicable”, this Temporary Global Note is a [“D Rules Note”]/[“C Rules TEFRA C Note”], otherwise this Temporary Global Note is a “TEFRA D Note”. The aggregate nominal amount from time to time of this Temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes as shall be shown by the latest entry in the fourth column of Part I of the First Schedule hereto, which shall be completed by or on behalf of the Issuing and Paying Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this Temporary Global Note for a corresponding interest in a Permanent Global Note or, as the case may be, for Definitive Notes or Registered Notes, and/or (iii) the redemption or purchase and cancellation of Notes represented hereby, and/or (iv) the exchange of interests in this Temporary Global Note for direct enforcement rights, all as described below. Subject as provided herein, the Issuer, for value received, hereby 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 repayable 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 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
Sources: Agency Agreement
Interpretation and Definitions. References in this Temporary 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 specified in the Issue Deed relating amended and supplemented from time to the Notes (the “Issue Deed”, and together with the Master Trust Terms specified thereintime, the “Trust DeedAgency Agreement”)) between Eni S.p.A., Eni Finance International SA, The Bank of New York Mellon, 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 temporary Permanent Global NoteNote 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 Temporary Permanent Global Note shall, unless otherwise defined, shall have the meanings given to them in the Conditions or the Trust Deed. This Temporary Global Note is a [“D Rules Note”]/[“C Rules Note”]Agency Agreement. The aggregate nominal amount from time to time of this Temporary Permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes as shall be shown by the latest entry in the fourth column of Part I of the First Schedule hereto, which shall be completed by or on behalf of the Issuing and Paying Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this 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, as where the case may belimited circumstances so permit, a part of this Permanent Global Note for Definitive Notes or Registered Notes, and/or (iiiiv) the redemption or purchase and cancellation of Notes represented herebyhereby and/or (v) the exchange of interests in this Permanent Global Note for direct enforcement rights, all as described below. Subject as provided herein, the Issuer, for value received, hereby promises to pay to the bearer of this Temporary Permanent Global Note, upon presentation and (when no further payment is due in respect of this Temporary Permanent Global Note) surrender of this Temporary 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 Temporary Permanent Global Note and (unless this Temporary 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 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
Sources: Agency Agreement
Interpretation and Definitions. References in this Temporary Registered Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (as specified which are in the Issue Deed relating form set out in Schedule 6 to the Notes Amended and Restated Agency Agreement dated 25 September 2006 (as further supplemented and/or amended and/or restated as at the “Issue Deed”, and together with the Master Trust Terms specified thereinDate, the “Trust DeedAgency Agreement”)) between, among others, the Issuer, the Guarantor, Deutsche Bank AG, 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 temporary Registered Global NoteNote (including the supplemental definitions and any modifications or additions set out in the Appendix hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this Temporary Registered Global Note shall, unless otherwise defined, shall have the meanings given to them in the Conditions or the Trust Deed. This Temporary Global Note is a [“D Rules Note”]/[“C Rules Note”]Agency Agreement. The aggregate nominal amount from time to time of this Temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes as shall be shown by the latest entry in the fourth column of the Schedule hereto, which shall be completed by or on behalf of the Issuing and Paying Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this Temporary Global Note for a corresponding interest in a Permanent Global Note or, as the case may be, for Definitive Notes, and/or (iii) the redemption or purchase and cancellation of Notes represented hereby, all as described below. Subject as provided herein, the Issuer, for value received, hereby promises to pay to the bearer holder of the Notes represented by this Temporary Registered Global Note, Note upon presentation and (when no further payment is due in respect of the Notes represented by this Temporary Registered Global Note) surrender of this Temporary Registered Global Note, Note on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions Redemption Amount may become repayable payable in accordance with the Conditions) the amount payable upon redemption under the Conditions Redemption Amount in respect of the aggregate nominal amount of Notes represented by this Temporary Registered Global Note and (unless the Notes represented by this Temporary Global Note does Certificate do not bear interest) to pay interest in respect of the such 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 method of calculation payment provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the Notes, Conditions together with such other sums and additional amounts (if any) as may be 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 Notes represented by this Registered Global Note passes only on due registration on the Register, and (e) only the holder of the Notes 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
Sources: Agency Agreement (Australia & New Zealand Banking Group LTD)
Interpretation and Definitions. References in this Temporary permanent Global Note to the “Conditions” are to the Terms terms and Conditions conditions applicable to the Notes (as specified which are in the Issue Deed relating form set out in Schedule 2 Part C to the Notes (the “Issue Deed”, and together with the Master Principal Trust Terms specified therein, the “Trust Deed”), and Deed as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Permanent Global NoteNote (including the supplemental definitions and any modifications or additions set out in 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 Temporary Permanent Global Note shall, unless otherwise defined, shall have the meanings given to them in the Conditions or the Principal Trust Deed. This Temporary Global Note is a [“D Rules Note”]/[“C Rules Note”]. The aggregate nominal principal amount from time to time of this Temporary Permanent Global Note shall be an amount equal to the aggregate nominal principal amount of the Notes as shall be shown by the latest entry in the fourth column of the First Schedule hereto, which shall be completed by or on behalf of the Issuing and Paying Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this 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, as where the case may becircumstances so permit, a part of this Permanent Global Note for Definitive Notes or Registered Notes, and/or (iiiiv) the redemption or purchase and cancellation of Notes represented herebyhereby and/or (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, all as described below. Subject as provided herein, the Issuer, for value received, hereby promises to pay to the bearer holder of this Temporary Permanent Global Note, upon presentation and (when no further payment is due in respect of this Temporary Permanent Global Note) surrender of this Temporary Permanent Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions Redemption Amount may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions Redemption Amount in respect of the aggregate nominal principal amount of Notes represented by this Temporary Permanent Global Note and (unless this Temporary 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 method 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
Sources: Principal Trust Deed
Interpretation and Definitions. References in this 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 specified in the Issue Deed relating amended and supplemented from time to the Notes (the “Issue Deed”, and together with the Master Trust Terms specified thereintime, the “Trust DeedAgency Agreement”)) dated 12 October 2021 between Eni S.p.A., Eni Finance International SA, The Bank of New York Mellon, London Branch as fiscal agent and the other agents named in it and attached hereto, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Temporary Global NoteNote 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 Temporary Global Note shall, unless otherwise defined, shall have the meanings given to them in the Conditions or the Trust DeedAgency Agreement. This If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “TEFRA C” or “not applicable”, this Temporary Global Note is a [“D Rules Note”]/[“C Rules TEFRA C Note”], otherwise this Temporary Global Note is a “TEFRA D Note”. The aggregate nominal amount from time to time of this Temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes as shall be shown by the latest entry in the fourth column of Part I of the First Schedule hereto, which shall be completed by or on behalf of the Issuing and Paying Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this Temporary Global Note for a corresponding interest in a Permanent Global Note or, as the case may be, for Definitive Notes or Registered Notes, and/or (iii) the redemption or purchase and cancellation of Notes represented hereby, and/or (iv) the exchange of interests in this Temporary Global Note for direct enforcement rights, all as described below. Subject as provided herein, the Issuer, for value received, hereby 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 repayable 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 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
Sources: Agency Agreement
Interpretation and Definitions. References in this Temporary temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (as specified which are in the Issue Deed relating form set out in Schedule 2 Part C to the Notes Agency Agreement (as amended or supplemented as at the “Issue Deed”, and together with the Master Trust Terms specified thereinDate, the “Trust DeedAgency Agreement”)) dated 7 November 2022 between the Issuer, Citibank 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 temporary Global NoteNote (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 Temporary temporary Global Note shall, unless otherwise defined, shall have the meanings given to them in the Conditions or the Trust DeedAgency Agreement. This Temporary 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”]/[“C Rules Note”]. The aggregate nominal amount from time to time of this Temporary temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes as shall be shown by the latest entry in the fourth column of Part I of the First Schedule hereto, which shall be completed by or on behalf of the Issuing and Paying Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this Temporary temporary Global Note for a corresponding interest in a Permanent permanent Global Note or, as the case may be, or for Definitive Notes, and/or (iii) the redemption or purchase and cancellation of Notes represented herebyhereby and/or (iv) the exchange of interests in this temporary Global Note for direct enforcement rights, all as described below. Subject as provided herein, the Issuer, for value received, hereby promises to pay to the bearer of this Temporary temporary Global Note, upon presentation and (when no further payment is due in respect of this Temporary temporary Global Note) surrender of this Temporary temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable 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 temporary Global Note and (unless this Temporary 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
Sources: Agency Agreement
Interpretation and Definitions. References in this Temporary temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (as specified which are in the form set out in the base prospectus prepared by the Issuer and dated 6 May 2020 (as amended or supplemented as at the Issue Deed relating to the Notes (the “Issue Deed”, and together with the Master Trust Terms specified therein, the “Trust Deed”Date), and as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Global NoteNote (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 Temporary temporary Global Note shall, unless otherwise defined, shall have the meanings given to them in the Conditions or the Trust DeedAgency 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. This Temporary 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”]/[“C Rules Note”]. The aggregate nominal principal amount from time to time of this Temporary temporary Global Note shall be an amount equal to the aggregate nominal principal amount of the Notes as shall be shown by the latest entry in the fourth column of Part I of the First Schedule hereto, which shall be completed by or on behalf of the Issuing and Paying Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this Temporary temporary Global Note for a corresponding interest in a Permanent permanent Global Note or, as the case may be, or for Definitive Notes, and/or (iii) the redemption or purchase and cancellation of Notes represented herebyhereby and/or (iv) the exchange of interests in this temporary Global Note for direct enforcement rights, all as described below. Subject as provided herein, the Issuer, for value received, hereby promises to pay to the bearer of this Temporary temporary Global Note, upon presentation and (when no further payment is due in respect of this Temporary temporary Global Note) surrender of this Temporary temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal principal amount of Notes represented by this Temporary temporary Global Note and (unless this Temporary 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
Sources: Agency Agreement
Interpretation and Definitions. References in this 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 specified in the Issue Deed relating amended and supplemented from time to the Notes (the “Issue Deed”, and together with the Master Trust Terms specified thereintime, the “Trust DeedAgency Agreement”)) dated 3 October 2019 between Eni S.p.A., Eni Finance International SA, The Bank of New York Mellon, London Branch as fiscal agent and the other agents named in it and attached hereto, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Temporary Global NoteNote 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 Temporary Global Note shall, unless otherwise defined, shall have the meanings given to them in the Conditions or the Trust DeedAgency Agreement. This If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “TEFRA C” or “not applicable”, this Temporary Global Note is a [“D Rules Note”]/[“C Rules TEFRA C Note”], otherwise this Temporary Global Note is a “TEFRA D Note”. The aggregate nominal amount from time to time of this Temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes as shall be shown by the latest entry in the fourth column of Part I of the First Schedule hereto, which shall be completed by or on behalf of the Issuing and Paying Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this Temporary Global Note for a corresponding interest in a Permanent Global Note or, as the case may be, for Definitive Notes or Registered Notes, and/or (iii) the redemption or purchase and cancellation of Notes represented hereby, and/or (iv) the exchange of interests in this Temporary Global Note for direct enforcement rights, all as described below. Subject as provided herein, the Issuer, for value received, hereby 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 repayable 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 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
Sources: Agency Agreement
Interpretation and Definitions. References in this Temporary temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (as specified which are in the Issue Deed relating form set out in Schedule 2 Part B to the Notes Agency Agreement (as amended or supplemented as at the “Issue Deed”, and together with the Master Trust Terms specified thereinDate, the “Trust DeedAgency Agreement”)) dated 11 May 2020 between the Issuer, the Guarantor, The Bank of New York Mellon, 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 temporary Global NoteNote (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 Temporary temporary Global Note shall, unless otherwise defined, shall have the meanings given to them in the Conditions or the Trust DeedAgency Agreement. This Temporary 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”]/[“C 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. The aggregate nominal amount from time to time of this Temporary temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes as shall be shown by the latest entry in the fourth column of Part I of the First Schedule hereto, which shall be completed by or on behalf of the Issuing and Paying Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this Temporary temporary Global Note for a corresponding interest in a Permanent permanent Global Note or, as the case may be, or for Definitive Notes, and/or (iii) the redemption or purchase and cancellation of Notes represented herebyhereby and/or (iv) the exchange of interests in this temporary Global Note for direct enforcement rights, all as described below. Subject as provided herein, the Issuer, for value received, hereby promises to pay to the bearer of this Temporary temporary Global Note, upon presentation and (when no further payment is due in respect of this Temporary temporary Global Note) surrender of this Temporary temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable 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 temporary Global Note and (unless this Temporary 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
Sources: Agency Agreement
Interpretation and Definitions. References in this Temporary temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (as specified which are in the form set out in the base prospectus prepared by the Issuer and dated 31 May 2022 (as amended or supplemented as at the Issue Deed relating to the Notes (the “Issue Deed”, and together with the Master Trust Terms specified therein, the “Trust Deed”Date), and as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Global NoteNote (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 Temporary temporary Global Note shall, unless otherwise defined, shall have the meanings given to them in the Conditions or the Trust DeedAgency 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. This Temporary 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”]/[“C Rules Note”]. The aggregate nominal principal amount from time to time of this Temporary temporary Global Note shall be an amount equal to the aggregate nominal principal amount of the Notes as shall be shown by the latest entry in the fourth column of Part I of the First Schedule hereto, which shall be completed by or on behalf of the Issuing and Paying Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this Temporary temporary Global Note for a corresponding interest in a Permanent permanent Global Note or, as the case may be, or for Definitive Notes, and/or (iii) the redemption or purchase and cancellation of Notes represented herebyhereby and/or (iv) the exchange of interests in this temporary Global Note for direct enforcement rights, all as described below. Subject as provided herein, the Issuer, for value received, hereby promises to pay to the bearer of this Temporary temporary Global Note, upon presentation and (when no further payment is due in respect of this Temporary temporary Global Note) surrender of this Temporary temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal principal amount of Notes represented by this Temporary temporary Global Note and (unless this Temporary 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
Sources: Agency Agreement
Interpretation and Definitions. References in this 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 specified in the Issue Deed relating amended and supplemented from time to the Notes (the “Issue Deed”, and together with the Master Trust Terms specified thereintime, the “Trust DeedAgency Agreement”)) dated 6 October 2022 between Eni S.p.A., The Bank of New York Mellon, London Branch as fiscal agent and the other agents named in it and attached hereto, as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Temporary Global NoteNote 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 Temporary Global Note shall, unless otherwise defined, shall have the meanings given to them in the Conditions or the Trust DeedAgency Agreement. This If the Second Schedule hereto specifies that the applicable TEFRA exemption is either “TEFRA C” or “not applicable”, this Temporary Global Note is a [“D Rules Note”]/[“C Rules TEFRA C Note”], otherwise this Temporary Global Note is a “TEFRA D Note”. The aggregate nominal amount from time to time of this Temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes as shall be shown by the latest entry in the fourth column of Part I of the First Schedule hereto, which shall be completed by or on behalf of the Issuing and Paying Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this Temporary Global Note for a corresponding interest in a Permanent Global Note or, as the case may be, for Definitive Notes or Registered Notes, and/or (iii) the redemption or purchase and cancellation of Notes represented hereby, and/or (iv) the exchange of interests in this Temporary Global Note for direct enforcement rights, all as described below. Subject as provided herein, the Issuer, for value received, hereby 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 repayable 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 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
Sources: Agency Agreement
Interpretation and Definitions. References in this Temporary temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (as specified which are in the Issue Deed relating form set out in Schedule 2 Part B to the Notes Agency Agreement (as amended or supplemented as at the “Issue Deed”, and together with the Master Trust Terms specified thereinDate, the “Trust DeedAgency Agreement”)) dated 28 September 2021 between the Issuer, The Bank of New York Mellon, 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 temporary Global NoteNote (including the supplemental definitions and any modifications or additions set out in the Second Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this Temporary temporary Global Note shall, unless otherwise defined, shall have the meanings given to them in the Conditions or the Trust DeedAgency Agreement. This Temporary 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”]/[“C Rules Note”]. The aggregate nominal amount from time to time of this Temporary temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes as shall be shown by the latest entry in the fourth column of Part I of the First Schedule hereto, which shall be completed by or on behalf of the Issuing and Paying Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this Temporary temporary Global Note for a corresponding interest in a Permanent permanent Global Note or, as the case may be, or for Definitive Notes, and/or (iii) the redemption or purchase and cancellation of Notes represented hereby, and/or (iv) the exchange of interests in this temporary Global Note for direct enforcement rights, all as described below. Subject as provided herein, the Issuer, for value received, hereby promises to pay to the bearer of this Temporary temporary Global Note, upon presentation and (when no further payment is due in respect of this Temporary temporary Global Note) surrender of this Temporary temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable 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 temporary Global Note and (unless this Temporary 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
Sources: Agency Agreement
Interpretation and Definitions. References in this Temporary Permanent Senior Global Note to the “Conditions” are to the Terms and Conditions applicable to the Senior Notes and attached in the Fifth Schedule hereto which are in the form set out in Part C-1 of Schedule 2 to the Amended and Restated Agency Agreement dated 2 October 2024 (as specified in the Issue Deed relating amended and supplemented from time to the Notes (the “Issue Deed”, and together with the Master Trust Terms specified thereintime, the “Trust DeedAgency Agreement”)) between Eni S.p.A., The Bank of New York Mellon, 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 temporary Permanent Senior Global NoteNote 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 Temporary Permanent Senior Global Note shall, unless otherwise defined, shall have the meanings given to them in the Conditions or the Trust Deed. This Temporary Global Note is a [“D Rules Note”]/[“C Rules Note”]Agency Agreement. The aggregate nominal amount from time to time of this Temporary Permanent Senior Global Note shall be an amount equal to the aggregate nominal amount of the Senior Notes as shall be shown by the latest entry in the fourth column of Part I of the First Schedule hereto, which shall be completed by or on behalf of the Issuing and Paying Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this the Temporary Senior Global Note initially representing the Senior Notes for a corresponding interest herein (in the case of Senior Notes represented by a Permanent Temporary Senior Global Note orupon issue), as (ii) the issue of the Senior Notes represented hereby (in the case may beof Senior Notes represented by this Permanent Senior Global Note upon issue), for Definitive Notes, and/or (iii) the redemption or purchase and cancellation exchange of Notes represented herebythe whole or, all as described below. Subject as provided hereinwhere the limited circumstances so permit, the Issuer, for value received, hereby promises to pay to the bearer a part 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 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 Temporary Permanent Senior 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 Senior Definitive 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
Sources: Agency Agreement
Interpretation and Definitions. References in this Temporary 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 specified in the Issue Deed relating amended and supplemented from time to the Notes (the “Issue Deed”, and together with the Master Trust Terms specified thereintime, the “Trust DeedAgency Agreement”)) dated 12 October 2021 between Eni S.p.A., Eni Finance International SA, The Bank of New York Mellon, 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 temporary Permanent Global NoteNote including the supplemental definitions and any modifications or additions set out in the Third Schedule hereto, which in the event of any conflict shall prevail. Other capitalised terms used in this Temporary Permanent Global Note shall, unless otherwise defined, shall have the meanings given to them in the Conditions or the Trust Deed. This Temporary Global Note is a [“D Rules Note”]/[“C Rules Note”]Agency Agreement. The aggregate nominal amount from time to time of this Temporary Permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes as shall be shown by the latest entry in the fourth column of Part I of the First Schedule hereto, which shall be completed by or on behalf of the Issuing and Belgian Paying Agent upon (i) the issue of the Notes represented herebyhereby (in the case of Notes represented by this Permanent Global Note upon issue), (ii) the exchange of the whole or or, where the limited circumstances so permit, a part of this Temporary Global Note for a corresponding interest in a Permanent Global Note or, as the case may be, for Definitive Notes, and/or (iii) the redemption or purchase and cancellation of Notes represented hereby, and/or (iv) the exchange of interests in this Permanent Global Note for direct enforcement rights, all as described below. Subject as provided herein, the Issuer, for value received, hereby promises to pay to the bearer of this Temporary Permanent Global Note, upon presentation and (when no further payment is due in respect of this Temporary Permanent Global Note) surrender of this Temporary 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 Temporary Permanent Global Note and (unless this Temporary Permanent Global Note does not bear interest) to pay interest in respect of the such aggregate nominal amount of Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method methods of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the NotesEFI 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 made in accordance with the NBB Securities Settlement System Regulations and the provisions of the Clearing Services Agreement. Payments made by the Issuer in euro to the NBB will discharge the Issuer’s obligations in respect of the EFI 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
Sources: Agency Agreement
Interpretation and Definitions. References in this Temporary 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 specified in the Issue Deed relating amended and supplemented from time to the Notes (the “Issue Deed”, and together with the Master Trust Terms specified thereintime, the “Trust DeedAgency Agreement”)) between Eni S.p.A., Eni Finance International SA, The Bank of New York Mellon, 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 temporary Permanent Global NoteNote 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 Temporary Permanent Global Note shall, unless otherwise defined, shall have the meanings given to them in the Conditions or the Trust Deed. This Temporary Global Note is a [“D Rules Note”]/[“C Rules Note”]Agency Agreement. The aggregate nominal amount from time to time of this Temporary Permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes as shall be shown by the latest entry in the fourth column of Part I of the First Schedule hereto, which shall be completed by or on behalf of the Issuing and Paying Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this 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, as where the case may belimited circumstances so permit, a part of this Permanent Global Note for Definitive Notes or Registered Notes, and/or (iiiiv) the redemption or purchase and cancellation of Notes represented herebyhereby and/or (v) the exchange of interests in this Permanent Global Note for direct enforcement rights, all as described below. Subject as provided herein, the Issuer, for value received, hereby promises to pay to the bearer of this Temporary Permanent Global Note, upon presentation and (when no further payment is due in respect of this Temporary Permanent Global Note) surrender of this Temporary 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 Temporary Permanent Global Note and (unless this Temporary 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 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
Sources: Agency Agreement
Interpretation and Definitions. References in this Temporary temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (as specified which are in the Issue Deed relating form set out in Part B of Schedule 2 to the Notes Agency Agreement (as amended or supplemented as at the “Issue Deed”, and together with the Master Trust Terms specified thereinDate, the “Trust DeedAgency Agreement”)) dated 22 May 2020 between the Issuer, Societe Generale Luxembourg 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 temporary Global NoteNote (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 Temporary temporary Global Note shall, unless otherwise defined, shall have the meanings given to them in the Conditions or the Trust DeedAgency Agreement. This Temporary 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”]/[“C 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. The aggregate nominal principal amount from time to time of this Temporary temporary Global Note shall be an amount equal to the aggregate nominal principal amount of the Notes as shall be shown by the latest entry in the fourth column of Part I of the First Schedule hereto, which shall be completed by or on behalf of the Issuing and Paying Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this Temporary temporary Global Note for a corresponding interest in a Permanent permanent Global Note or, as the case may be, or for Definitive Notes, and/or (iii) the redemption or purchase and cancellation of Notes represented hereby, and/or (iv) the exchange of interests in this temporary Global Note for direct enforcement rights, all as described below. Subject as provided herein, the Issuer, for value received, hereby promises to pay to the bearer of this Temporary temporary Global Note, upon presentation and (when no further payment is due in respect of this Temporary temporary Global Note) surrender of this Temporary temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal principal amount of Notes represented by this Temporary temporary Global Note and (unless this Temporary 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
Sources: Agency Agreement
Interpretation and Definitions. References in this Temporary temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (as specified which are in the Issue Deed relating form set out in Schedule 2 Part C to the Notes Agency Agreement (as amended or supplemented as at the “Issue Deed”, and together with the Master Trust Terms specified thereinDate, the “Trust DeedAgency Agreement”)) dated 19 August 2020 between the Issuer, Citibank 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 temporary Global NoteNote (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 Temporary temporary Global Note shall, unless otherwise defined, shall have the meanings given to them in the Conditions or the Trust DeedAgency Agreement. This Temporary 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”]/[“C Rules Note”]. The aggregate nominal amount from time to time of this Temporary temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes as shall be shown by the latest entry in the fourth column of Part I of the First Schedule hereto, which shall be completed by or on behalf of the Issuing and Paying Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this Temporary temporary Global Note for a corresponding interest in a Permanent permanent Global Note or, as the case may be, or for Definitive Notes, and/or (iii) the redemption or purchase and cancellation of Notes represented hereby, (iv) the exchange of interests in this temporary Global Note for direct enforcement rights, all as described below. Subject as provided herein, the Issuer, for value received, hereby promises to pay to the bearer of this Temporary temporary Global Note, upon presentation and (when no further payment is due in respect of this Temporary temporary Global Note) surrender of this Temporary temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable 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 temporary Global Note and (unless this Temporary 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
Sources: Agency Agreement
Interpretation and Definitions. References in this Temporary temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (as specified which are in the Issue Deed relating form set out in Schedule 2 Part C to the Notes 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 Deed”, and together with the Master Trust Terms specified thereinDate, the “Trust DeedAgency Agreement”)) between the Issuer, 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 temporary Global NoteNote (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 Temporary temporary Global Note shall, unless otherwise defined, shall have the meanings given to them in the Conditions or the Trust DeedAgency Agreement. This Temporary 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 [“D Rules Note”]/[“C Rules TEFRA C Note”], otherwise this temporary Global Note is a “TEFRA D Note”. The aggregate nominal amount from time to time of this Temporary temporary Global Note shall be an amount equal to the aggregate nominal amount of the Notes as shall be shown by the latest entry in the fourth column of Part I of the First Schedule hereto, which shall be completed by or on behalf of the Issuing and Paying Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this Temporary temporary Global Note for a corresponding interest in a Permanent permanent Global Note or, as the case may be, for Definitive Notes or Registered Notes, and/or (iii) the redemption or purchase and cancellation of Notes represented herebyhereby and/or (iv) the exchange of interests in this temporary Global Note for direct enforcement rights, all as described below. Subject as provided herein, the Issuer, for value received, hereby promises to pay to the bearer of this Temporary temporary Global Note, upon presentation and (when no further payment is due in respect of this Temporary temporary Global Note) surrender of this Temporary temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable 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 temporary Global Note and (unless this Temporary 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 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
Sources: Agency Agreement
Interpretation and Definitions. References in this Temporary Permanent Subordinated Global Note to the “Conditions” are to the Terms and Conditions applicable to the Subordinated Notes and attached in the Fourth Schedule hereto which are in the form set out in Part C-2 of Schedule 2 to the Amended and Restated Agency Agreement dated 2 October 2024 (as specified in the Issue Deed relating amended and supplemented from time to the Notes (the “Issue Deed”, and together with the Master Trust Terms specified thereintime, the “Trust DeedAgency Agreement”)) between Eni S.p.A., The Bank of New York Mellon, 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 temporary Permanent Subordinated Global NoteNote 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 Temporary Permanent Subordinated Global Note shall, unless otherwise defined, shall have the meanings given to them in the Conditions or the Trust Deed. This Temporary Global Note is a [“D Rules Note”]/[“C Rules Note”]Agency Agreement. The aggregate nominal amount from time to time of this Temporary Permanent Subordinated Global Note shall be an amount equal to the aggregate nominal amount of the Subordinated Notes as shall be shown by the latest entry in the fourth column of Part I of the First Schedule hereto, which shall be completed by or on behalf of the Issuing and Paying Fiscal Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this the Temporary Subordinated Global Note initially representing the Subordinated Notes for a corresponding interest herein (in the case of Subordinated Notes represented by a Permanent Temporary Subordinated Global Note upon issue), (ii) the issue of the Subordinated Notes represented hereby (in the case of Subordinated Notes represented by this Permanent Subordinated Global Note upon issue), (iii) the exchange of the whole or, as where the case may belimited circumstances so permit, a part of this Permanent Subordinated Global Note for Subordinated Definitive Notes, and/or (iiiiv) the redemption or purchase and cancellation of Subordinated Notes represented herebyhereby and/or (v) the exchange of interests in this Permanent Subordinated Global Note for direct enforcement rights, all as described below. Subject as provided herein, the Issuer, for value received, hereby promises to pay to the bearer of this Temporary Permanent Subordinated Global Note, upon presentation and (when no further payment is due in respect of this Temporary Permanent Subordinated Global Note) surrender of this Temporary Permanent Subordinated 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) Conditions the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Subordinated Notes represented by this Temporary Permanent Subordinated Global Note and (unless this Temporary Permanent Subordinated Global Note does not bear interest) to pay interest in respect of the Subordinated Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method methods of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the Subordinated 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
Sources: Agency Agreement
Interpretation and Definitions. References in this Temporary temporary Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (as specified which are in the form set out in the base prospectus prepared by the Issuer and dated 22 May 2024 (as amended or supplemented as at the Issue Deed relating to the Notes (the “Issue Deed”, and together with the Master Trust Terms specified therein, the “Trust Deed”Date), and as such form is supplemented and/or modified and/or superseded by the provisions of this temporary Global NoteNote (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 Temporary temporary Global Note shall, unless otherwise defined, shall have the meanings given to them in the Conditions or the Trust DeedAgency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 22 May 2024 between the Issuer, Citibank, N.A., London Branch as fiscal agent and the other agents named in it. This Temporary 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”]/[“C Rules Note”]. The aggregate nominal principal amount from time to time of this Temporary temporary Global Note shall be an amount equal to the aggregate nominal principal amount of the Notes as shall be shown by the latest entry in the fourth column of Part I of the First Schedule hereto, which shall be completed by or on behalf of the Issuing Fiscal Agent or, in the case of Notes cleared through the CMU, the CMU Lodging and Paying Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this Temporary temporary Global Note for a corresponding interest in a Permanent permanent Global Note or, as the case may be, or for Definitive Notes, and/or (iii) the redemption or purchase and cancellation of Notes represented herebyhereby and/or (iv) the exchange of interests in this temporary Global Note for direct enforcement rights, all as described below. Subject as provided herein, the Issuer, for value received, hereby promises to pay to the bearer of this Temporary temporary Global NoteNote or its designees, upon presentation and (when no further payment is due in respect of this Temporary temporary Global Note) surrender of this Temporary temporary Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal principal amount of Notes represented by this Temporary temporary Global Note and (unless this Temporary 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. In the case of Notes cleared through the CMU, payment of interest or principal will be made to the person(s) for whose account(s) interests in this temporary Global Note are credited as being held with the CMU in accordance with the CMU Rules at the relevant time and payment made in accordance thereof shall discharge the obligations of the Issuer in respect of that payment. For these purposes, a notification from the CMU shall be conclusive evidence of the records of the CMU (save in the case of manifest error). Save in the case of final payment, no presentation of this temporary Global Note shall be required for such purpose.
Appears in 1 contract
Sources: Agency Agreement