OSL Terms of Business for Professional Clients and ... - Otkritie

Otkritie Securities Limited
Terms of Business For Professional Clients
and Eligible Counterparties
SECTION F: TERMS FOR OTC PURCHASE AND SALE OF RUSSIAN EQUITY SECURITIES 7
1. Definitions
“Buyer”
“Buyer’s Nominee”
“Company”
“Confirmation”
“Purchase price”
“Registrar”
“Registration Date”
“Registration Fee”
“Registration
Period”
“Registry
Confirmation”
“Securities”
“Seller”
“Seller’s Nominee”
“Trade Date”
“The Terms
of Business”
means for any Transaction, you or us acting as a buyer of the Securities as
specified in the related Confirmation;
means the person designated as such in the Confirmation;
means the company the Securities of which are the subject of the Transaction
as specified in the related Confirmation;
means the confirmation substantially the form attached as Appendix 4 to the
Terms which sets forth the terms and conditions for a purchase and sale of
Russian equity securities;
means the price per share of one Security multiplied by the number of
Securities to be purchased under the agreement as specified in the related
Confirmation;
means registrar or custody company of the issuer of the Securities regulated
by Russian Federal Service for the Financial Markets providing recording of
transfer of title to the respective Securities in accordance to Applicable
Regulations;
means the day on which the transfer of Securities from the Seller to the Buyer
is registered by Registrar in accordance to Applicable Regulations;
means the fee paid to the Registrar in order to effect the re-registration of
Securities in the name of the Buyer or the Buyer’s Nominee;
means the period for registering the transfer of the Securities from the Seller to
the Buyer. Unless otherwise agreed and stipulated in a Confirmation, if a
Registrar is in Moscow, the Registration Period will be as soon as practicable
but not later than 6 Business days from the signing of the related Confirmation
for any Transaction; and if a Registrar is located outside Moscow, as soon as
practicable but not later than 8 Business Days from the signing of the related
Confirmation for any Transaction;
means any original confirmations, or an acceptable reproduction, issued by the
Registrar confirming to the reasonable satisfaction of the Buyer or its
representative that the Securities have been registered in the name of the
Buyer or the Buyer’s Nominee;
means, for purpose of this Section F, securities (common or preferred) of the
Russian Company, that are the subject of the purchase and sale Transaction
as specified in the related Confirmation;
means for any Transaction, the seller of the Securities as specified in the
related Confirmation;
means the person designated as such in the Confirmation;
means, in relation to any Transaction, the date of which the Buyer and the
Seller orally agree upon the terms and conditions of a purchase and sale of
Securities;
Terms of Business for Professional clients and Eligible counterparties
of Otkritie Securities Limited.
Those capitalized terms not defined herein shall have respective meaning specified in General Terms of the
Terms of Business.
7 The Terms of this Section are applicable to OTC trading in Russian equity securities. We may also apply the provisions of
the Terms of this Section, by analogy, to any agreement regarding OTC purchase and sale of equity securities in other
jurisdictions, if applicable (such as Ukrainian and others).
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