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the Amounts Due into HSBC Holdings or another persons ordinary shares, other securities or other obligations (and the issue to,
or conferral on, the securityholder of such ordinary shares, other securities or other obligations), including by means of an amendment, modification or variation of the terms of the Securities or the Indenture; (iii) the cancellation of the
Securities; and/or (iv) the amendment or alteration of the redemption date of the Securities or amendment of the amount of interest payable on the Securities, or the interest payment dates, including by suspending payment for a temporary
period; and (b) the variation of the terms of the Securities or the Indenture, if necessary, to give effect to the exercise of any UK
bail-in
power by the relevant UK resolution authority. No repayment or
payment of Amounts Due will become due and payable or be paid after the exercise of any UK
bail-in
power by the relevant UK resolution authority if and to the extent such amounts have been reduced, converted,
cancelled, amended or altered as a result of such exercise. Moreover, each securityholder (which, for these purposes, includes each beneficial owner) will consent to the exercise of any UK
bail-in
power as it
may be imposed without any prior notice by the relevant UK resolution authority of its decision to exercise such power with respect to the Securities.
For these purposes, Amounts Due are the principal amount of, and any accrued but unpaid interest, including any Additional Amounts, on, the
Securities. References to such amounts will include amounts that have become due and payable, but which have not been paid, prior to the exercise of any UK
bail-in
power by the relevant UK resolution
authority;
For these purposes, a UK
bail-in
power is any write-down, conversion, transfer, modification, or suspension power existing from time to time under, and exercised in compliance with, any laws, regulations, rules or requirements
in effect in the United Kingdom, relating to the transposition of the BRRD (as defined in the prospectus supplement under
Description of the SecuritiesDefinitions
), including but not limited to the Banking Act and the
instruments, rules and standards created thereunder, pursuant to which (i) any obligation of a regulated entity (or other affiliate of such regulated entity) can be reduced, cancelled, modified, or converted into shares, other securities, or
other obligations of such regulated entity or any other person (or suspended for a temporary period); and (ii) any right in a contract governing an obligation of a regulated entity may be deemed to have been exercised. A reference to a
regulated entity is to
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