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INDEX OF DEFINED TERMS - Banca di Legnano

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Level: 2 – From: 2 – Wednesday, July 21, 2010 – 12:15 – eprint6 – 4247 Section 07<br />

Ad<strong>di</strong>tional Terms and Con<strong>di</strong>tions for Share Linked Notes<br />

Calculation”) is subsequently corrected and the correction (the “Corrected Share Price”) published by<br />

the relevant Exchange no later than two Business Days prior to the date on which payment of any amount<br />

or delivery of any assets may have to be made pursuant to such Relevant Calculation, then such Corrected<br />

Share Price shall be deemed to be the relevant price for such Share on such Averaging Date, Observation<br />

Date or Valuation Date (or other relevant date, as determined by the Calculation Agent), as the case may<br />

be, and the Calculation Agent shall use such Corrected Share Price in determining the relevant price and/or<br />

whether the Barrier Event (closing) or Barrier Event (intraday), as the case may be, has been triggered.<br />

5. Potential Adjustment Events, Merger Event, Tender Offer, De-listing, Nationalization and<br />

Insolvency<br />

(a)<br />

“Potential Adjustment Event” means any of the following:<br />

(i)<br />

(ii)<br />

(iii)<br />

(iv)<br />

(v)<br />

(vi)<br />

(vii)<br />

a sub<strong>di</strong>vision, consolidation or reclassification of relevant Shares (unless resulting in a<br />

Merger Event or, if Tender Offer is specified as applying in the applicable Final Terms,<br />

a Tender Offer) or a free <strong>di</strong>stribution or <strong>di</strong>vidend of any such Shares to existing<br />

holders by way of bonus, capitalization or similar issue;<br />

a <strong>di</strong>stribution, issue or <strong>di</strong>vidend to existing holders of the relevant Shares of (A) such<br />

Shares or (B) other share capital or securities granting the right to payment of<br />

<strong>di</strong>vidends and/or the proceeds of liquidation of the Share Company equally or<br />

proportionately with such payments to holders of such Shares or (C) share capital or<br />

other securities of another issuer acquired or owned (<strong>di</strong>rectly or in<strong>di</strong>rectly) by the<br />

Share Company as a result of a spin-off or other similar transaction or (D) any other<br />

type of securities, rights or warrants or other assets, in any case for payment (in cash<br />

or otherwise) at less than the prevailing market price as determined by the Calculation<br />

Agent;<br />

an extraor<strong>di</strong>nary <strong>di</strong>vidend as determined by the Calculation Agent;<br />

a call by a Share Company in respect of relevant Shares that are not fully paid;<br />

a repurchase by the Share Company or any of its subsi<strong>di</strong>aries, as the case may be, of<br />

relevant Shares whether out of profits or capital and whether the consideration for such<br />

repurchase is cash, securities or otherwise; or<br />

in respect of a Share Company an event that results in any shareholder rights being<br />

<strong>di</strong>stributed or becoming separated from shares of common stock or other shares of the<br />

capital stock of such Share Company pursuant to a shareholder rights plan or<br />

arrangement <strong>di</strong>rected against hostile takeovers that provides upon the occurrence of<br />

certain events for a <strong>di</strong>stribution of preferred stock, warrants, debt instruments or stock<br />

rights at a price below their market value as determined by the Calculation Agent,<br />

provided that any adjustment effected as a result of such an event shall be readjusted<br />

upon any redemption of such rights; or<br />

any other event having, in the opinion of the Calculation Agent, a <strong>di</strong>luting or<br />

concentrative effect on the theoretical value of the relevant Shares.<br />

Following the declaration by the Share Company of the terms of any Potential Adjustment Event,<br />

the Calculation Agent will, in its sole and absolute <strong>di</strong>scretion, determine whether such Potential<br />

Adjustment Event has a <strong>di</strong>luting or concentrative effect on the theoretical value of the Shares and, if so,<br />

will make the correspon<strong>di</strong>ng adjustment, if any, to any one or more of the terms of the Terms and<br />

Con<strong>di</strong>tions and/or the applicable Final Terms as the Calculation Agent in its sole and absolute <strong>di</strong>scretion<br />

determines appropriate to account for that <strong>di</strong>luting or concentrative effect (provided that no adjustments<br />

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