THE INSTRUMENTS. 3.1 Instruments may be issued in series (each a “Series”), each of which will be the subject of a pricing supplement (each a “Pricing Supplement”) prepared by or on behalf of SEK and attached to or incorporated by reference into each Instrument of such Series. 3.2 Instruments may be issued in bearer form or in registered form, as specified in the relevant Pricing Supplement. 3.3 Instruments issued in bearer form (“Bearer Instruments”) will be represented (unless the relevant Pricing Supplement specifies otherwise) upon issue by a temporary global instrument (a “Temporary Global Instrument”) and will be exchangeable, 40 days after the completion (as determined by the Fiscal Agent or SEK) of the distribution of the Instruments represented by such Temporary Global Instrument and upon the due certification as described therein, for a permanent global instrument (a “Permanent Global Instrument”) representing such Instruments or, if so specified in the relevant Pricing Supplement, for definitive instruments (“Definitive Instruments”). Each Permanent Global Instrument will be exchangeable in whole (but not in part only) for Definitive Instruments in accordance with its terms. In addition, if so specified in the relevant Pricing Supplement, such Temporary Global Instrument and/or such Permanent Global Instrument will be exchangeable at any time in whole or in part for Registered Instruments (as defined in Clause 3.7 below) upon presentation of the Temporary Global Instrument or the Permanent Global Instrument (as the case may be) to any of the Paying Agents or the Registrars and otherwise subject to, and in accordance with, such notice and procedures as shall be specified therein or in the relevant Pricing Supplement. 3.4 Each Temporary Global Instrument shall: 3.4.1 be in substantially the form (duly completed) set out in the First Schedule; 3.4.2 have attached thereto or incorporated by reference therein the terms and conditions applicable thereto; and 3.4.3 be executed manually or in facsimile by SEK and authenticated manually by or on behalf of the Fiscal Agent. 3.5 Each Permanent Global Instrument shall: 3.5.1 be in substantially the form (duly completed) set out in the Second Schedule; 3.5.2 have attached thereto or incorporated by reference therein the terms and conditions applicable thereto; and 3.5.3 be executed manually or in facsimile by SEK and authenticated manually by or on behalf of the Fiscal Agent. 3.6 Each Definitive Instrument shall: 3.6.1 be in substantially the form (duly completed) set out in the Third Schedule; 3.6.2 unless the contrary is specified in the relevant Pricing Supplement, be in the format from time to time specified by the Association of International Bond Dealers or any successor body thereto; 3.6.3 have a unique serial number printed thereon; 3.6.4 if so specified in the relevant Pricing Supplement, have attached thereto at the time of their initial delivery coupons (“Coupons”); 3.6.5 have endorsed thereon, attached thereto or incorporated by reference therein the terms and conditions applicable thereto; and 3.6.6 be executed manually or in facsimile by SEK and authenticated manually by or on behalf of the Fiscal Agent. 3.7 Each Instrument issued in registered form (a “Registered Instrument”) shall: 3.7.1 be in substantially the form (duly completed) set out in the Fourth Schedule; 3.7.2 have endorsed thereon, attached thereto or incorporated by reference therein the terms and conditions applicable thereto; and 3.7.3 be executed manually or in facsimile by SEK and authenticated manually by or on behalf of the Registrar. 3.8 Any facsimile signature affixed to an Instrument may be that of a person who is at the time of the creation and issue of the relevant Series an authorised signatory for such purpose of SEK notwithstanding that such person may for any reason (including death) have ceased to be such an authorised signatory at the time at which the relevant instrument may be delivered.
Appears in 1 contract
Sources: Fiscal Agency Agreement (Swedish Export Credit Corp /Swed/)
THE INSTRUMENTS. 3.1 Instruments may be issued in series (each a “Series”), "SERIES") and each Series may comprise one or more Tranches of which Instruments. Each Tranche will be the subject of a pricing supplement (each a “Pricing Supplement”"PRICING SUPPLEMENT") prepared by or on behalf of SEK and the relevant Issuer or, as the case may be, the relevant Dealer, attached to or incorporated by reference into each Instrument of such SeriesTranche and in the case of a Tranche in relation to which application has been made for listing on the Luxembourg Stock Exchange, lodged with the Luxembourg Stock Exchange.
3.2 Instruments may be issued in bearer form or in registered form, as specified in the relevant Pricing Supplement.
3.3 Instruments issued in bearer form (“Bearer Instruments”"BEARER INSTRUMENTS") will initially be represented (unless the relevant Pricing Supplement specifies otherwise) upon issue by a temporary global instrument instrument, without interest coupons (a “Temporary Global Instrument”) "TEMPORARY GLOBAL INSTRUMENT"), in bearer form which shall be exchangeable in accordance with its terms on and will be exchangeable, 40 days after from the completion (as determined by the Fiscal Agent or SEK) of the distribution of Exchange Date applicable to the Instruments represented by such Temporary Global Instrument and upon the due certification as described therein, for a permanent global instrument (a “Permanent Global Instrument”"PERMANENT GLOBAL INSTRUMENT") representing such Bearer Instruments or, if so specified in the relevant Pricing Supplement, for definitive instruments (“Definitive Instruments”"DEFINITIVE INSTRUMENTS"). In the case of a Series comprising both Bearer Instruments and Instruments in registered form ("REGISTERED INSTRUMENTS") the Temporary Global Instrument may be exchanged for Registered Instruments in accordance with its terms and, in the case of a Series comprising both Bearer Instruments and Registered Instruments issued by AFI, only on and from the Exchange Date applicable to the Instruments represented by such Temporary Global Instrument and upon due certification as described therein. Each Permanent Global Instrument will only be exchangeable in whole (but not in part only) for Definitive Instruments in accordance with its terms. In addition, if so specified terms for Definitive Instruments and/or (in the relevant Pricing Supplement, such Temporary Global Instrument and/or such Permanent Global Instrument will be exchangeable at any time in whole or in part for case of a Series comprising both Bearer Instruments and Registered Instruments (as defined in Clause 3.7 belowInstruments) upon presentation of the Temporary Global Instrument or the Permanent Global Instrument (as the case may be) to any of the Paying Agents or the Registrars and otherwise subject to, and in accordance with, such notice and procedures as shall be specified therein or in the relevant Pricing SupplementRegistered Instruments.
3.4 Each Temporary Global Instrument shall:
3.4.1 (a) be printed, lithographed or typewritten in substantially the form (duly completed) set out in the First ScheduleSchedule but with such modifications, amendments and additions as the Fiscal Agent, the relevant Dealer and the relevant Issuer shall have agreed to be necessary;
3.4.2 (b) have attached thereto or incorporated by reference therein the terms and conditions applicable thereto; and;
3.4.3 (c) be executed manually by two directors (or, as the case may be) managing directors of, or in facsimile by SEK a duly authorised attorney on behalf of, the relevant Issuer and shall be authenticated manually by or on behalf of the Fiscal Agent; and
(d) bear a unique serial number.
3.5 Each Permanent Global Instrument shall:
3.5.1 (a) be printed, lithographed or typewritten in substantially the form (duly completed) set out in the Second ScheduleSchedule but with such modifications, amendments and additions as the Fiscal Agent, the relevant Dealer and the relevant Issuer shall have agreed to be necessary;
3.5.2 (b) have attached thereto or incorporated by reference therein the terms and conditions applicable thereto; and;
3.5.3 (c) be executed manually by two directors (or, as the case may be) managing directors of, or in facsimile by SEK a duly authorised attorney on behalf of, the relevant Issuer and shall be authenticated manually by or on behalf of the Fiscal Agent; and
(d) bear a unique serial number.
3.6 Each Definitive Instrument shall:
3.6.1 (a) be in substantially the form (duly completed) set out in the Third ScheduleSchedule but with such modifications, amendments and additions as the Fiscal Agent, the relevant Dealer and the relevant Issuer shall have agreed to be necessary;
3.6.2 (b) unless the contrary is specified in the relevant Pricing Supplement, be in the format from time to time specified by the International Securities Markets Association of International Bond Dealers or any successor body thereto;
3.6.3 (c) have a unique serial number printed thereon;
3.6.4 (d) if so specified in the relevant Pricing Supplement, have attached thereto at the time of their its initial delivery coupons (“Coupons”);
3.6.5 (e) if so specified in the relevant Pricing Supplement, have attached thereto at the time of its initial delivery a Talon;
(f) have endorsed thereon, attached thereto or incorporated by reference therein the terms and conditions applicable thereto;
(g) be executed manually or in facsimile by two directors (or, as the case may be) managing directors of the relevant Issuer and authenticated manually by or on behalf of the Fiscal Agent;
(h) be printed in accordance with the requirements of any clearing system by which such Instruments are intended to be accepted; and
(i) be printed in accordance with the requirements of any stock exchange on which such Instruments may be listed.
3.7 Each Registered Instrument shall:
(a) be printed, lithographed or typewritten in substantially the form (duly completed) set out in the Fourth Schedule but with such modifications, amendments and additions as the Registrar, the relevant Dealer and the relevant Issuer shall have agreed to be necessary;
(b) have endorsed thereon, attached thereto or incorporated by reference therein the terms and conditions applicable thereto; and
3.6.6 (c) be executed manually by two directors (or, as the case may be) managing directors of, or in facsimile by SEK and authenticated manually by or a duly authorised attorney on behalf of the Fiscal Agent.
3.7 Each Instrument issued in registered form (a “Registered Instrument”) shall:
3.7.1 be in substantially the form (duly completed) set out in the Fourth Schedule;
3.7.2 have endorsed thereon, attached thereto relevant Issuer or incorporated by reference therein the terms and conditions applicable thereto; and
3.7.3 shall be executed manually or in facsimile by SEK and two directors (or, as the case may be) managing directors of the relevant Issuer and, in any case, shall be authenticated manually by or on behalf of the Registrar.
3.8 Any Issuer may adopt and use the signature of any person who at the date of signing a Temporary Global Instrument, Permanent Global Instrument or Registered Instrument is an authorised signatory for such purpose of the relevant Issuer notwithstanding that such person may for any reason (including death) have ceased to be such an authorised signatory at the time of the creation and issue of the relevant Tranche or the issue and delivery of the relevant Instruments.
3.9 Any facsimile signature affixed to an Instrument may be that of a person who is at the time of the creation and issue of the relevant Series Tranche an authorised signatory for such purpose of SEK the relevant Issuer notwithstanding that such person may for any reason (including death) have ceased to be such an authorised signatory at the time at which the relevant instrument Instrument may be delivered.
3.10 Execution in facsimile of any Instruments and any photostatic copying or other duplication of master Global Instruments (in unauthenticated form, but executed manually on behalf of the relevant Issuer as stated above) shall be binding upon the relevant Issuer in the same manner as if such Notes were signed manually by such signatories.
Appears in 1 contract
Sources: Fiscal Agency Agreement (Abb LTD)
THE INSTRUMENTS. 3.1 Instruments may be issued in series (each a “Series”), ) and each Series may comprise one or more Tranches of which Instruments. Each Tranche will be the subject of a pricing supplement (each a “Pricing Supplement”) prepared by or on behalf of SEK and the Issuer or, as the case may be, the relevant Dealer, attached to or incorporated by reference into each Instrument of such SeriesTranche and in the case of a Tranche in relation to which application shall be made for listing on the SWX, lodged with the SWX.
3.2 Instruments may be issued in bearer form or in registered form, as specified in the relevant Pricing Supplement.
3.3 The holders of interests in Instruments listed on SWX shall not have the right to request the printing and delivery of definitive instruments. If the Fiscal Agent deems (i) the printing of definitive instruments and coupons to be necessary or useful or (ii) the presentation of definitive instruments and coupons to be required by Swiss or foreign laws in connection with the enforcement of the rights of the holders, the Fiscal Agent will provide for such printing. The Issuer hereby irrevocably authorises the Fiscal Agent to provide for such printing on its behalf. The definitive instruments will be printed and issued to the holders free of charge in exchange for their interests in the respective global instrument. Instruments in bearer form (“Bearer Instruments”) will initially be represented (unless the relevant Pricing Supplement specifies otherwise) upon issue by a temporary global instrument instrument, without interest coupons (a “Temporary Global Instrument”) ), in bearer form which shall be exchangeable in accordance with its terms on and will be exchangeable, 40 days after from the completion (as determined by the Fiscal Agent or SEK) of the distribution of Exchange Date applicable to the Instruments represented by such Temporary Global Instrument and upon the due certification as described therein, for a permanent global instrument (a “Permanent Global Instrument”) representing such Bearer Instruments or, if so specified in the relevant Pricing Supplement, for definitive instruments (“Definitive Instruments”). In the case of a Series comprising both Bearer Instruments and Instruments in registered form (“Registered Instruments”) the Temporary Global Instrument may be exchanged for Registered Instruments in accordance with its terms only on and from the Exchange Date applicable to the Instruments represented by such Temporary Global Instrument and upon due certification as described therein. Each Permanent Global Instrument will only be exchangeable in whole (but not in part only) for Definitive Instruments in accordance with its terms. In addition, if so specified terms for Definitive Instruments and/or (in the relevant Pricing Supplement, such Temporary Global Instrument and/or such Permanent Global Instrument will be exchangeable at any time in whole or in part for case of a Series comprising both Bearer Instruments and Registered Instruments (as defined in Clause 3.7 belowInstruments) upon presentation of the Temporary Global Instrument or the Permanent Global Instrument (as the case may be) to any of the Paying Agents or the Registrars and otherwise subject to, and in accordance with, such notice and procedures as shall be specified therein or in the relevant Pricing SupplementRegistered Instruments.
3.4 Each Temporary Global Instrument shall:
3.4.1 (a) be printed, lithographed or typewritten in substantially the form (duly completed) set out in the First ScheduleSchedule but with such modifications, amendments and additions as the Fiscal Agent, the relevant Dealer and the Issuer shall have agreed to be necessary;
3.4.2 (b) have attached thereto or incorporated by reference therein the terms and conditions applicable thereto; and;
3.4.3 (c) be executed manually by two directors (or, as the case may be) managing directors of, or in facsimile by SEK a duly authorised attorney on behalf of, the Issuer and shall be authenticated manually by or on behalf of the Fiscal Agent; and
(d) bear a unique serial number.
3.5 Each Permanent Global Instrument shall:
3.5.1 (a) be printed, lithographed or typewritten in substantially the form (duly completed) set out in the Second ScheduleSchedule but with such modifications, amendments and additions as the Fiscal Agent, the relevant Dealer and the Issuer shall have agreed to be necessary;
3.5.2 (b) have attached thereto or incorporated by reference therein the terms and conditions applicable thereto; and;
3.5.3 (c) be executed manually by two directors (or, as the case may be) managing directors of, or in facsimile by SEK a duly authorised attorney on behalf of, the Issuer and shall be authenticated manually by or on behalf of the Fiscal Agent; and
(d) bear a unique serial number.
3.6 Each Definitive Instrument shall:
3.6.1 (a) be in substantially the form (duly completed) set out in the Third ScheduleSchedule but with such modifications, amendments and additions as the Fiscal Agent, the relevant Dealer and the Issuer shall have agreed to be necessary;
3.6.2 (b) unless the contrary is specified in the relevant Pricing Supplement, be in the format from time to time specified by the International Securities Markets Association of International Bond Dealers or any successor body thereto;
3.6.3 (c) have a unique serial number printed thereon;
3.6.4 (d) if so specified in the relevant Pricing Supplement, have attached thereto at the time of their its initial delivery coupons (“Coupons”);
3.6.5 (e) if so specified in the relevant Pricing Supplement, have attached thereto at the time of its initial delivery a Talon;
(f) have endorsed thereon, attached thereto or incorporated by reference therein the terms and conditions applicable thereto;
(g) be executed manually or in facsimile by two directors (or, as the case may be) managing directors of the Issuer and authenticated manually by or on behalf of the Fiscal Agent;
(h) be printed in accordance with the requirements of any clearing system by which such Instruments are intended to be accepted; and
(i) be printed in accordance with the requirements of any stock exchange on which such Instruments may be listed.
3.7 Each Registered Instrument shall:
(a) be printed, lithographed or typewritten in substantially the form (duly completed) set out in the Fourth Schedule but with such modifications, amendments and additions as the Registrar, the relevant Dealer and the Issuer shall have agreed to be necessary;
(b) have endorsed thereon, attached thereto or incorporated by reference therein the terms and conditions applicable thereto; and
3.6.6 (c) be executed manually by two directors (or, as the case may be) managing directors of, or in facsimile by SEK and authenticated manually by or a duly authorised attorney on behalf of the Fiscal Agent.
3.7 Each Instrument issued in registered form (a “Registered Instrument”) shall:
3.7.1 be in substantially the form (duly completed) set out in the Fourth Schedule;
3.7.2 have endorsed thereon, attached thereto Issuer or incorporated by reference therein the terms and conditions applicable thereto; and
3.7.3 shall be executed manually or in facsimile by SEK and two directors (or, as the case may be) managing directors of the Issuer and, in any case, shall be authenticated manually by or on behalf of the Registrar.
3.8 The Issuer may adopt and use the signature of any person who at the date of signing a Temporary Global Instrument, Permanent Global Instrument or Registered Instrument is an authorised signatory for such purpose of the Issuer notwithstanding that such person may for any reason (including death) have ceased to be such an authorised signatory at the time of the creation and issue of the relevant Tranche or the issue and delivery of the relevant Instruments.
3.9 Any facsimile signature affixed to an Instrument may be that of a person who is at the time of the creation and issue of the relevant Series Tranche an authorised signatory for such purpose of SEK the Issuer notwithstanding that such person may for any reason (including death) have ceased to be such an authorised signatory at the time at which the relevant instrument Instrument may be delivered.
3.10 Execution in facsimile of any Instruments and any photostatic copying or other duplication of master Global Instruments (in unauthenticated form, but executed manually on behalf of the Issuer as stated above) shall be binding upon the Issuer in the same manner as if such Instruments were signed manually by such signatories.
3.11 In regard to Instruments listed or to be listed on SWX, the global instruments and definitive instruments representing such Instruments shall comply with the regulations of SWX that may be applicable from time to time.
Appears in 1 contract
Sources: Fiscal Agency Agreement (Abb LTD)