JPMORGAN CHASE & CO. - Irish Stock Exchange

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whatever nature, imposed or levied by or within the United States or by or within any political subdivision or taxing authority thereof or therein, except as required by law. In this event the Issuer shall make the relevant payment net of such deduction or withholding so required and shall not be obliged to pay any additional amounts in respect of such deduction or withholding. 8. Prescription Claims against the Issuer for payment in respect of the Notes, Receipts and Coupons (which, for this purpose, shall not include Talons) shall be prescribed and become void unless made within 10 years (in the case of principal) or five years (in the case of interest) from the appropriate Relevant Date in respect of them. As used in these Conditions, the term “Relevant Date” in respect of any Note, Receipt or Coupon means the date on which payment in respect of it first becomes due or (if any amount of the money payable is improperly withheld or refused) the date on which payment in full of the amount outstanding is made or (if earlier) the date seven days after that on which notice is duly given to the Noteholders that, upon further presentation of the Note, Receipt or Coupon being made in accordance with these Conditions, such payment will be made, provided that payment is in fact made upon such presentation. 9. Events of Default If any one or more of the following events (each an “Event of Default”) shall occur and be continuing: (i) (ii) (iii) if default is made in the payment of any principal, premium (if any), interest or delivery of any Asset Amount due in respect of the Notes or any of them and the default continues for a period of 30 days; a court having a jurisdiction in the premises shall enter a decree or order for relief in respect of the Issuer in an involuntary case under any applicable United States federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, and such decree or order shall remain unstayed and in effect for a period of 90 consecutive days; or the Issuer shall commence a voluntary case under any applicable United States federal or state bankruptcy, insolvency or other similar law now or hereafter in effect or consent to the entry of an order for relief in an involuntary case under any such law, then any holder of a Note may, by written notice to the Issuer at the specified office of the Agent, effective upon the date of receipt thereof by the Agent, declare any Notes held by the holder to be forthwith due and payable whereupon the same shall become forthwith due and payable at the Early Redemption Amount, without presentment, demand, protest or other notice of any kind. 10. Agent, Paying Agents, Registrar, Transfer Agents and Exchange Agents The names of the initial Agent, Paying Agents, Registrar, Transfer Agents and Exchange Agent and their initial specified offices are set out below. The Issuer is entitled to vary or terminate the appointment of the Agent, the Paying Agents, the Registrar, any Transfer Agent or the Exchange Agent and/or appoint additional or other Transfer Agents and/or approve any change in the specified office through which the Agents, the Paying Agents, the Registrar, any Transfer Agent or the Exchange Agent acts, provided that: (a) (b) (c) there will at all times be an Agent; there will at all times be a Registrar; so long as the Notes are listed on any stock exchange, there will at all times be a Paying Agent and a Transfer Agent with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange; 62
(d) (e) (f) there will at all times be a Paying Agent and a Transfer Agent in a jurisdiction within continental Europe, other than the United Kingdom; there will at all times be an Exchange Agent; and the Issuer undertakes that it will ensure that it maintains a Transfer Agent in a Member State of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency, when it shall be of immediate effect) after not less than 30 nor more than 45 days’ prior notice thereof shall have been given to the Noteholders in accordance with Condition 16. In addition, the Issuer shall forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6(c). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency, when it shall be of immediate effect) after not less than 30 nor more than 45 days’ prior notice thereof shall have been given to the Noteholders in accordance with Condition 16. In acting under the Agency Agreement, the Agent, the Registrar, the other Transfer Agents and the Exchange Agent act solely as agents of the Issuer and do not assume any obligation to, or relationship of agency or trust with, any Noteholders. The Agency Agreement contains provisions permitting any entity into which the Agent, the Registrar, any Transfer Agent or the Exchange Agent is merged or converted or with which it is consolidated or to which it transfers all or substantially all of its assets to become the successor agent, registrar, transfer agent or exchange agent, as the case may be. 11. Consolidation, Merger and Substitution (a) (b) The Issuer will not merge or consolidate with, or sell or convey all or substantially all of its assets to any other corporation, unless (i) either (A) the Issuer shall be the surviving corporation in the case of a merger or (B) the surviving, resulting or transferee corporation (the “successor corporation”) (I) shall be a United States corporation or, if not a United States corporation, shall agree to indemnify the holders of Notes, Receipts or Coupons against any tax, assessment or governmental charge thereafter imposed on or as a result of payments to each holder as a consequence of such consolidation, merger, sale or conveyance and (II) shall expressly assume the due and punctual payment of the principal of and interest on all the Notes, according to their tenor, and the due and punctual performance of all of the covenants and obligations of the Issuer under the Notes, Receipts and Coupons and Agency Agreement, by such successor corporation becoming a party to the Agency Agreement, with any appropriate consequential amendments, as if it had been an original party to it and (ii) the Issuer or such successor corporation, as the case may be, shall not, immediately after such merger, consolidation, sale or conveyance, be in default in the performance of any covenants or obligations, of the Issuer under the Notes, Receipts, Coupons or Agency Agreement. Upon any merger, consolidation, sale or conveyance as provided in paragraph (a) above, the successor corporation shall succeed to and be substituted for, and may exercise every right and power of and be subject to all the obligations of, the Issuer under the Notes, Receipts, Coupons, and Agency Agreement, with the same effect as if the successor corporation had been named as the Issuer therein and herein and the Issuer shall be released from its liability as obligor under the Notes, Receipts, Coupons, and Agency Agreement. (c) (i) The Issuer may, without the consent of the Noteholders, Receiptholders or Couponholders, be replaced and substituted by any Affiliate (as defined below) as principal debtor (the “Substituted Debtor”) in respect of any one or more Series of Notes and any related Coupons and Receipts provided that in relation to such Notes, Coupons and Receipts: (A) the creditworthiness of the Substituted Debtor at such time is at least equal to the creditworthiness of the Issuer in the sole and absolute opinion of the Agent; 63
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Base Prospectus JPMORGAN CHASE & CO
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Neither the Arranger nor the Dealer
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Each prospective purchaser of Notes
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GENERAL DESCRIPTION OF THE PROGRAMM
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The Issuer’s filings with the SEC
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and/or Consolidation: Maturities: D
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nominee for a Common Depositary of
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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 and 58: (f) Partly Paid Notes Partly Paid N
Page 59 and 60: Currency) equal to the sum of the v
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: If, prior to the delivery of the As
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
Page 113 and 114: (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
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QUALIFIED INSTITUTIONAL BUYER, (2)
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10. No websites that are cited or r
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