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INDEX OF DEFINED TERMS - Banca di Legnano

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Level: 2 – From: 2 – Wednesday, July 21, 2010 – 11:48 – eprint6 – 4247 Intro<br />

bear the risk of losing all of their investment. No person should acquire any such Notes unless (i) that<br />

person understands the nature of the relevant transaction and the terms of the relevant Notes and the extent<br />

of that person’s exposure to potential loss, (ii) that person has a valid business purpose for acquiring such<br />

Notes, and (iii) any investment in such Notes is consistent with such person’s overall investment strategy.<br />

Each prospective investor should consider carefully whether any Notes issued under the Program which it<br />

considers acquiring are suitable for it in the light of such prospective investor’s investment objectives,<br />

financial capabilities, and expertise. See “Risk Factors” on pages 16 to 39 of this Offering Circular.<br />

The Notes have not been, and will not be, registered under the Securities Act. The Notes may not be<br />

offered, sold, or delivered within the United States or to U.S. persons, except as provided herein. Bearer<br />

Notes will be subject to United States tax law requirements as further described under “Subscription and<br />

Sale”.<br />

Neither this Offering Circular nor any Final Terms constitute, nor may be used for or in connection<br />

with, an offer or solicitation by anyone in any juris<strong>di</strong>ction in which that offer or solicitation is not<br />

authorized or to any person to whom it is unlawful to make such an offer or solicitation.<br />

The <strong>di</strong>stribution of this Offering Circular and the offer of Notes may be restricted by law in certain<br />

juris<strong>di</strong>ctions. Neither the Issuer nor any of the Dealers represents that this Offering Circular may be<br />

lawfully <strong>di</strong>stributed, or that any Notes may be lawfully offered, in compliance with any applicable<br />

registration or other requirements in any such juris<strong>di</strong>ction, or pursuant to an exemption available<br />

thereunder, or assumes any responsibility for facilitating any such <strong>di</strong>stribution or offering. In particular, no<br />

action has been taken by the Issuer or any Dealer which would permit a public offering of any Notes<br />

outside the European Economic Area or <strong>di</strong>stribution of this Offering Circular in any juris<strong>di</strong>ction where<br />

action for that purpose is required. Accor<strong>di</strong>ngly, no Notes may be offered or sold, <strong>di</strong>rectly or in<strong>di</strong>rectly,<br />

and neither this Offering Circular nor any advertisement or other offering material may be <strong>di</strong>stributed or<br />

published in any juris<strong>di</strong>ction, except under circumstances that will result in compliance with any<br />

applicable laws and regulations, and the Dealers have represented that all offers and sales by them will be<br />

made on the same terms. Persons into whose possessions this Offering Circular or any Notes come must<br />

inform themselves about, and observe, any such restrictions. In particular, there are restrictions on the<br />

<strong>di</strong>stribution of this Offering Circular and the offer or sale of Notes in the United States, the European<br />

Economic Area, and certain other juris<strong>di</strong>ctions. See “Subscription and Sale” below.<br />

The Issuer may use this Offering Circular in the initial sale of any Notes. In ad<strong>di</strong>tion, Merrill Lynch<br />

International (“MLI”) or any other affiliate of the Issuer may use this Offering Circular in market-making<br />

transactions with respect to any Notes after their initial sale.<br />

Nothing herein should be considered to impose on the recipient of this Offering Circular any<br />

limitation on <strong>di</strong>sclosure of the tax treatment or tax structure of the transactions or matters described herein.<br />

In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as<br />

the Stabilizing Manager(s) (or persons acting on behalf of any Stabilizing Manager(s)) in the<br />

applicable Final Terms may over-allot Notes or effect transactions with a view to supporting the<br />

market price of the Notes at a level higher than that which might otherwise prevail. However, there<br />

is no assurance that the Stabilizing Manager(s) (or persons acting on behalf of a Stabilizing<br />

Manager) will undertake any stabilization action. Any stabilization action may begin on or after the<br />

date on which adequate public <strong>di</strong>sclosure of the terms of the offer of the relevant Tranche of Notes is<br />

made and, if begun, may be ended at any time, but it must end no later than the earlier of 30<br />

calendar days after the issue date of the relevant Tranche of Notes and 60 calendar days after the<br />

date of the allotment of the relevant Tranche of Notes. Any stabilization action or over-allotment<br />

must be conducted by the relevant Stabilizing Manager(s) (or person(s) acting on behalf of any<br />

Stabilizing Manager(s)) in accordance with all applicable laws and rules.<br />

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