INDEX OF DEFINED TERMS - Banca di Legnano
INDEX OF DEFINED TERMS - Banca di Legnano
INDEX OF DEFINED TERMS - Banca di Legnano
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Level: 2 – From: 2 – Wednesday, July 21, 2010 – 11:55 – eprint6 – 4247 Section 02<br />
Risk Factors<br />
postponement of the relevant date or any alternative provisions for valuation provided in the Notes may<br />
have an adverse effect on the value of the Notes or of any amounts payable under the Notes.<br />
The occurrence of a Payment Disruption Event may lead to a delayed and/or reduced payment. If<br />
Payment Disruption Event is applicable to a Note, as specified in the applicable Final Terms, then, in the<br />
event that the Calculation Agent determines, in its sole <strong>di</strong>scretion, that an event that (i) prevents, restricts,<br />
or delays the Issuer from converting or delivering relevant currencies, (ii) imposes capital controls, or (iii)<br />
implements changes to laws relating to foreign investments (a “Payment Disruption Event”) has occurred<br />
or is likely to occur, then either (a) the relevant payment date in respect of the Notes or (b) the Issuer’s<br />
obligation to make a payment in respect of such payment date may be postponed to a date falling five<br />
Business Days (or such other date as may be determined by the Calculation Agent and notified to<br />
Noteholders) after the date on which the Payment Disruption Event is no longer occurring. No accrued<br />
interest will be payable in respect of any such postponement and no Event of Default in respect of the<br />
Notes will result from such postponement. Partial payments or physical delivery of shares in lieu of cash<br />
settlement of Share Linked Notes may, in the Issuer’s sole <strong>di</strong>scretion, be made during such period (after<br />
deduction for any expenses). In the event that a Payment Disruption Event is still continuing on the date<br />
which is one year after the last date on which amounts are due under the Notes (the “Payment Event Cut-<br />
Off Date”), then (1) such final payment date shall be extended to the Payment Event Cut-Off Date and (2)<br />
the remaining amounts payable under the Notes shall be deemed to be zero and the Issuer shall have no<br />
obligations whatsoever under the Notes. Therefore, in a case where Payment Disruption Event is relevant<br />
as specified in the applicable Final Terms, the Noteholder could lose all or part of its investment in the<br />
Notes.<br />
In the event that the Issuer satisfies its obligation to make a cash payment by the delivery of shares<br />
following the occurrence of a Payment Disruption Event, Noteholders may be unable to sell such shares,<br />
or may be unable to sell them at a price equal to the cash payment that would have been payable but for<br />
the occurrence of the Payment Disruption Event.<br />
There may be conflicts of interest between the Issuer, its Affiliates and the Noteholders. The<br />
Issuer and/or any of its Affiliates or agents may engage in activities that may result in conflicts of interest<br />
between its and its Affiliates’ or agents’ financial interests on the one hand and the interests of the<br />
Noteholders on the other hand. The Issuer and/or any of its Affiliates or agents may also engage in tra<strong>di</strong>ng<br />
activities (inclu<strong>di</strong>ng hedging activities) related to the Underlying Asset(s) underlying any Notes and other<br />
instruments or derivative products based on or related to the Underlying Asset(s) underlying any Notes for<br />
their proprietary accounts or for other accounts under their management. The Issuer and/or any of its<br />
Affiliates or agents may also issue other derivative instruments in respect of the Underlying Asset(s)<br />
underlying any Notes. The Issuer and/or any of its Affiliates or agents may also act as underwriter in<br />
connection with future offerings of shares or other securities related to an issue of Notes or may act as<br />
financial adviser to certain companies whose shares are included in a basket of shares, or in a commercial<br />
banking capacity for any such companies. Such activities could present certain conflicts of interest, could<br />
influence the prices of such shares or other securities and could adversely affect the value of such<br />
securities. The Issuer also may enter into arrangements with Affiliates or agents to hedge market risks<br />
associated with its obligations under the securities. Any such Affiliate or agent would expect to make a<br />
profit in connection with such arrangements. The Issuer would not seek competitive bids for such<br />
arrangements from unaffiliated parties.<br />
Where the Notes are offered to the public, as the Dealer(s) and any <strong>di</strong>stributors act pursuant to a<br />
mandate granted by the Issuer and they receive fees on the basis of the services performed and the<br />
outcome of the placement of the Notes, potential conflicts of interest could arise.<br />
Any ad<strong>di</strong>tional risk factors relating to ad<strong>di</strong>tional conflicts of interest with respect to a specific series<br />
of Notes will be specified in the applicable Final Terms.<br />
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