INDEX OF DEFINED TERMS - Banca di Legnano

Level: 2 – From: 2 – Wednesday, July 21, 2010 – 12:19 – eprint6 – 4247 Section 08
Additional Terms and Conditions for GDR/ADR Linked Notes
(h)
(i)
(j)
(k)
(l)
Notwithstanding anything to the contrary in the definition of “De-listing”, a De-listing shall
not occur in respect of the Underlying Shares if the Underlying Shares are immediately relisted,
re- traded or re-quoted on an exchange or quotation system regardless of the location
of such exchange or quotation system.
If a De-listing Nationalization or Insolvency occurs in relation to the Underlying Shares or
the Underlying Shares Issuer, the Issuer in its sole and absolute discretion may take the
action described in Share Linked Condition 5(c).
The paragraph in Share Linked Condition 5(c) which provides as follows: “If (x) a Merger
Event, De-listing, Nationalization or Insolvency occurs in relation to a Share and/or (y) if
Tender Offer is specified as applicable in the applicable Final Terms, a Tender Offer occurs,
the Issuer in its sole and absolute discretion may take the action described in (i), (ii), (iii), or
(iv) below:” shall be deemed to be replaced by “If (x) a Merger Event, the announcement by
the Depository that the Deposit Agreement is (or will be) terminated, De-listing,
Nationalization or Insolvency occurs in relation to a Share and/or (y) if Tender Offer is
specified as applicable in the applicable Final Terms, a Tender Offer occurs, the Issuer in its
sole and absolute discretion may take the action described in (i), (ii), (iii), or (iv) below:”.
Each reference to “Merger Event” in Share Linked Condition 5(c)(i), (ii), (iii), and (iv) shall
be deemed to replaced with a reference to “Merger Event, the announcement by the
Depository that the Deposit Agreement is (or will be) terminated,”.
If Hedging Disruption and Increased Cost of Hedging are specified as being applicable in the
applicable Final Terms, the definitions of “Hedging Disruption” and “Increased Cost of
Hedging” in Share Linked Condition 7(a) shall each be amended as follows:
(i)
(ii)
the words “any transaction(s) or asset(s) it deems necessary to hedge the equity or
other price risk of the Issuer issuing and performing its obligations with respect to the
Share Linked Notes” shall be deleted and replaced with the words “any Share(s)”; and
the words “any such transaction(s) or asset(s)” shall be deleted and replaced with the
words “any Share(s)”.
(m)
(n)
If Insolvency Filing is specified as being applicable in the applicable Final Terms, the
definition of “Insolvency Filing” in Share Linked Condition 7(a) shall be amended in
accordance with the DR Amendment.
For the avoidance of doubt, where a provision is amended pursuant to this GDR/ADR Linked
Condition 3 (Partial Lookthrough) in accordance with the DR Amendment, if the event
described in such provision occurs in respect of the Underlying Shares or the Underlying
Shares Issuer, then the consequence of such event shall be interpreted consistently with the
DR Amendment and such event.
4. Full Lookthrough
(a)
The definition of Potential Adjustment Event shall be amended as follows:
(i)
the DR Amendment shall be made, provided that an event under (i) to (vii) of the
definition of “Potential Adjustment Event” in respect of the Underlying Shares shall
not constitute a Potential Adjustment Event unless, in the opinion of the Calculation
Agent, such event has a diluting or concentrative effect on the theoretical value of the
Shares;
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