HSBC France ⬠20,000,000,000 Euro Medium Term Note Programme
HSBC France ⬠20,000,000,000 Euro Medium Term Note Programme
HSBC France ⬠20,000,000,000 Euro Medium Term Note Programme
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109<br />
"EMU Event" means the occurrence of any of the following, as determined by the Calculation Agent, in<br />
its sole and absolute discretion:<br />
(i)<br />
(ii)<br />
(iii)<br />
(iv)<br />
the redenomination of any security into euro;<br />
the change by any organised market, exchange or clearing, payment or settlement system in the<br />
unit of account of its operating procedures to the euro;<br />
any change in the currency of denomination of any Index; or<br />
any change in the currency in which some or all of the securities or other property comprising any<br />
Index is denominated.<br />
"Participating Member State" means any member state of the <strong>Euro</strong>pean Union which adopts the single<br />
currency in accordance with the Treaty.<br />
(m)<br />
Other Adjustments<br />
Upon the occurrence of any event(s) that the Calculation Agent determines (in its discretion, but acting<br />
reasonably) affects or could potentially affect the value of an Index Linked <strong>Note</strong>, an Equity Linked <strong>Note</strong><br />
or a Cash Equity <strong>Note</strong>, the Calculation Agent may (in its discretion, but acting reasonably) make any<br />
additional adjustments to the Strike Price, the number and/or type of Securities and/or Indices to which<br />
such an Index Linked <strong>Note</strong>, an Equity Linked <strong>Note</strong> or a Cash Equity <strong>Note</strong> relates, and to any other<br />
exercise, settlement, payment or other term of such an Index Linked <strong>Note</strong>, an Equity Linked <strong>Note</strong> or a<br />
Cash Equity <strong>Note</strong> including, without limitation, the amount, number or type of cash, shares, other<br />
securities or property which may be transferred under such Index Linked <strong>Note</strong>, an Equity Linked <strong>Note</strong> or<br />
a Cash Equity <strong>Note</strong>, and determine the effective date(s) of such adjustments.<br />
(n)<br />
(i)<br />
Additional Provisions related to American Depositary Receipt Linked <strong>Note</strong>s<br />
For the purposes of these additional provisions, the following definitions will apply:<br />
The definition of Potential Adjustment Event shall include, in relation to the ADR Securities:<br />
(A)<br />
(B)<br />
the occurrence of any Potential Adjustment Event in relation to the Underlying ADR<br />
Securities or any other shares or securities represented by the ADR Securities; and<br />
the making of any amendment or supplement to the terms of the Depositary Agreement.<br />
(ii)<br />
The definition of Merger Event shall include, in relation to Securities, the occurrence of any<br />
Merger Event in relation to the Underlying ADR Securities.<br />
(iii) The definitions of "Nationalisation" and "Insolvency" shall be construed in relation to the ADR<br />
Securities as if references to the ADR Securities were references to Underlying ADR Securities;<br />
(iv) If the Deposit Agreement is terminated, then on or after the date of such termination, references to<br />
ADR Securities herein shall be replaced by references to the Underlying ADR Securities and the<br />
Calculation Agent will adjust any relevant terms and will determine the effective date of such<br />
replacement and adjustments.