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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.

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