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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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