JPMORGAN CHASE & CO. - Irish Stock Exchange

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determined by the Calculation Agent) the ability of market participants in general (A) to effect transactions in, or obtain market values for, on any relevant Exchange(s) securities/commodities that comprise 20 per cent. or more of the level of the relevant Index, or (B) to effect transactions in, or obtain market values for, futures or options contracts relating to the relevant Index on any relevant Related Exchange, which in either case the Calculation Agent determines is material; or (b) the closure on any Exchange Business Day of any relevant Exchange(s) relating to securities/commodities that comprise 20 per cent. or more of the level of the relevant Index or any Related Exchange(s) prior to its Scheduled Closing Time unless such earlier closing time is announced by such Exchange(s) or such Related Exchange(s), as the case may be, at least one hour prior to the earlier of (A) the actual closing time for the regular trading session on such Exchange(s) or such Related Exchange(s) on such Exchange Business Day or, if earlier, (B) the submission deadline for orders to be entered into the Exchange or Related Exchange system for execution at the Valuation Time on such Exchange Business Day. For the purposes of determining whether a Market Disruption Event in respect of an Index exists at any time, if a Market Disruption Event occurs in respect of a security/commodity included in the Index at any time, then the relevant percentage contribution of that security/commodity to the level of the Index shall be based on a comparison of (i) the portion of the level of the Index attributable to that security/commodity and (ii) the overall level of the Index, in each case immediately before the occurrence of such Market Disruption Event. “Redemption Amount” means the Redemption Amount specified in the applicable Final Terms or Prospectus or, if no such amount is specified in the applicable Final Terms or Prospectus, an amount equal to: (A) in the case of a Call Index Linked Redemption Note, Reference Price x Specified Amount; or Strike Price (B) in the case of a Put Index Linked Redemption Note, Strike Price x Specified Amount, Reference Price provided always that the Redemption Amount shall in no event be less than zero. The Redemption Amount will be rounded to the nearest two decimal places (or, in the case of Japanese Yen, the nearest whole unit) in the Specified Currency, 0.005 (or, in the case of Japanese Yen, half of one unit) being rounded upwards. “Reference Price” means: (A) (B) where the Notes are specified in the applicable Final Terms or Prospectus to relate to a single Index, an amount (which shall be deemed to be an amount of the Specified Currency) equal to the official closing level of the Index as determined by the Calculation Agent (or if a Valuation Time other than the Scheduled Closing Time is specified in the applicable Final Terms or Prospectus, the level of the Index determined by the Calculation Agent at such Valuation Time) on the Valuation Date (as defined below), without regard to any subsequently published correction; and where the Notes are specified in the applicable Final Terms or Prospectus to relate to a Basket of Indices, an amount (which shall be deemed to be an amount of the Specified 52
Currency) equal to the sum of the values calculated for each Index as the official closing level of each Index as determined by the Calculation Agent (or if a Valuation Time other than the Scheduled Closing Time is specified in the applicable Final Terms or Prospectus, the level of each Index determined by the Calculation Agent at such Valuation Time) on the Valuation Date, without regard to any subsequently published correction, multiplied by the relevant Multiplier specified in the applicable Final Terms or Prospectus. “Related Exchange” means, in relation to an Index, each exchange or quotation system specified as such for such Index in the applicable Final Terms or Prospectus, any successor to such exchange or quotation system or any substitute exchange or quotation system to which trading in futures or options contracts relating to such Index has temporarily relocated (provided that the Calculation Agent has determined that there is comparable liquidity relative to the futures or options contracts relating to such Index on such temporary substitute exchange or quotation system as on the original Related Exchange), provided that where “All Exchanges” is specified as the Related Exchange in the applicable Final Terms or Prospectus, “Related Exchange” shall mean each exchange or quotation system where trading has a material effect (as determined by the Calculation Agent) on the overall market for futures or options contracts relating to such Index. “Scheduled Closing Time” means, in respect of an Exchange or Related Exchange and a Scheduled Trading Day, the scheduled weekday closing time of such Exchange or Related Exchange on such Scheduled Trading Day, without regard to after hours or any other trading outside of the regular trading session hours. “Scheduled Trading Day” means any day on which each Exchange and each Related Exchange are scheduled to be open for trading for their respective regular trading sessions. “Scheduled Valuation Date” means any original date that, but for the occurrence of an event causing a Disrupted Day, would have been a Valuation Date. “Valuation Date” means the date specified as such in the applicable Final Terms or Prospectus or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day unless Disrupted Day is specified as applying in the applicable Final Terms or Prospectus and, in the opinion of the Calculation Agent, such day is a Disrupted Day. If such day is a Disruption Day then: (A) (B) where the Notes are specified in the applicable Final Terms or Prospectus to relate to a single Index, the Valuation Date shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day, unless each of the eight Scheduled Trading Days immediately following the Scheduled Valuation Date is a Disrupted Day. In that case (i) the eighth Scheduled Trading Day shall be deemed to be the Valuation Date, notwithstanding the fact that such day is a Disrupted Day, and (ii) the Calculation Agent shall determine the Reference Price in the manner set out in the applicable Final Terms or Prospectus or, if not set out or not practicable, determine the Reference Price by determining the level of the Index as of the Valuation Time on that eighth Scheduled Trading Day in accordance with the formula for and method of calculating the Index last in effect prior to the occurrence of the first Disrupted Day using the Relevant Exchange traded or quoted price as of the Valuation Time on that eighth Scheduled Trading Day of each security/commodity comprised in the Index (or, if an event giving rise to a Disrupted Day has occurred in respect of the relevant security/commodity on that eighth Scheduled Trading Day, its good faith estimate of the value for the relevant security/commodity as of the Valuation Time on that eighth Scheduled Trading Day); or where the Notes are specified in the applicable Final Terms or Prospectus to relate to a Basket of Indices, the Valuation Date for each Index not affected by the occurrence of a Disrupted Day shall be the Scheduled Valuation Date, and the Valuation Date for each Index affected by the occurrence of a Disrupted Day (each an “Affected Index”) shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day relating to the Affected Index, 53
Page 1 and 2:
Base Prospectus JPMORGAN CHASE & CO
Page 3 and 4:
Neither the Arranger nor the Dealer
Page 5 and 6:
Each prospective purchaser of Notes
Page 7 and 8: GENERAL DESCRIPTION OF THE PROGRAMM
Page 9 and 10: The Issuer’s filings with the SEC
Page 11 and 12: and/or Consolidation: Maturities: D
Page 13 and 14: nominee for a Common Depositary of
Page 15 and 16: dates on which, and the amounts in
Page 17 and 18: RISK FACTORS The risk factors descr
Page 19 and 20: JPMorgan Chase’s acquisitions and
Page 21 and 22: JPMorgan Chase faces significant le
Page 23 and 24: this could cause JPMorgan Chase to
Page 25 and 26: The success of the acquisition will
Page 27 and 28: (iv) (v) understand thoroughly the
Page 29 and 30: Inverse Floating Rate Notes Inverse
Page 31 and 32: objectives or strategies or have be
Page 33 and 34: Legal Investment Considerations May
Page 35 and 36: “ANY UNITED STATES PERSON WHO HOL
Page 37 and 38: Delivery of Notes On or after any d
Page 39 and 40: notices to the holders of Notes of
Page 41 and 42: amended (the “Exchange Act”), o
Page 43 and 44: Pre-Issue Trade Settlements It is e
Page 45 and 46: least €50,000 (or the equivalent
Page 47 and 48: euro, a day on which commercial ban
Page 49 and 50: Interest Notes will be determined i
Page 51 and 52: Transfer Agents (if applicable) and
Page 53 and 54: “D(2)” is the calendar day, exp
Page 55 and 56: (b) Early Redemption of Zero Coupon
Page 57: (f) Partly Paid Notes Partly Paid N
Page 61 and 62: (C) Notice Upon the occurrence of a
Page 63 and 64: the amount of the national currency
Page 65 and 66: (C) any Additional Financial Centre
Page 67 and 68: If, prior to the delivery of the As
Page 69 and 70: (d) (e) (f) there will at all times
Page 71 and 72: In addition, modifications and amen
Page 73 and 74: the delivery of the relevant notice
Page 75 and 76: History, Development and Organisati
Page 77 and 78: “Merger”). The Merger provides
Page 79 and 80: TAXATION OF THE NOTES Taxation Exce
Page 81 and 82: organisations, dealers in securitie
Page 83 and 84: case of a Registered Note that is a
Page 85 and 86: the terms of the Variable Interest
Page 87 and 88: in amounts equal to the annual paym
Page 89 and 90: Foreign Currency Registered Notes I
Page 91 and 92: in that year is treated as a paymen
Page 93 and 94: U.S. Federal Income Tax Treatment o
Page 95 and 96: Part 2 Non-U.S. Holders Except wher
Page 97 and 98: with documentation upon which the b
Page 99 and 100: SUBSCRIPTION AND SALE Subject to th
Page 101 and 102: (iii) (iv) (v) if it is a United St
Page 103 and 104: Prospectus Directive. For the purpo
Page 105 and 106: Unrestricted Notes Each purchaser o
Page 107 and 108: PART A — CONTRACTUAL TERMS Terms
Page 109 and 110:
Registered Notes only] [of at least
Page 111 and 112:
the Agency Agreement) — Interest
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(v) Issuer’s Option Period (if ap
Page 115 and 116:
elate]] 27. Physical Delivery: [App
Page 117 and 118:
[Subject as provided below] [t/T]he
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[(ii)] Estimated net proceeds: [Not
Page 121 and 122:
QUALIFIED INSTITUTIONAL BUYER, (2)
Page 123 and 124:
10. No websites that are cited or r
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