(c)
(d)
(e)
(1)
States, (3) was outside the United States when the Form of Acceptance was delivered and at the time of accepting the Final Offer, and (4) in respect of the Midland shares to which the Form of Acceptance relates, is not an agent or fiduciary acting on a non-discretionary basis for a principal who has given any instructions with respect to the Final Offer from within the United States; and
(iii) that unless “NO” is put in Box [SB] of the Form of Acceptance, such Midland shareholder (1) either (a) is not a citizen or resident of the United States, a domestic partnership, a domestic corporation or any estate or trust the income of which is subject to United States Federal income taxation regardless of its source, or (b) is a foreign branch of a United States financial institution (as defined in US Treasury Regulations Section 1.165-12(c)(1)(v)) holding the Midland shares to which the Form of Acceptance relates either for its own account or on behalf of an account holder and such United States financial institution hereby agrees, on its own behalf or through its agent, that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder, and (2) is not acquiring the relevant new HSBC Holdings bonds for purposes of resale directly or indirectly to a US person or to a person within the United States or its possessions;
that the execution of the Form of Acceptance constitutes, subject to the Final Offer becoming unconditional in all respects in accordance with its terms, the irrevocable separate appointment of HSBC Holdings and/or Schroders and/or any director of HSBC Holdings and/or any director of Schroders as such shareholder's attorney and/or agent, and an irrevocable instruction to the attorney and agent, to complete and execute all or any form(s) of transfer and, where applicable, renunciation and/or other document(s) at the discretion of the attorney and/or agent in relation to the Midland shares referred to in paragraph (a)(i) of this Part C in respect of which an accepting Midland shareholder has not validly withdrawn his acceptance in favour of HSBC Holdings or such other person or persons as HSBC Holdings may direct and to deliver such form(s) of transfer and/or renunciation and/or other document(s) at the discretion of the attorney and/or agent together with the share certificate(s) and/or other document(s) relating to such Midland shares for registration within six months of the Final Offer becoming unconditional in all respects and to do all such other acts and things as may in the opinion of such attorney and/or agent be necessary or expedient for the purpose of, or in connection with, the acceptance of the Final Offer and to vest in HSBC Holdings or such person(s) as it may direct the Midland shares as aforesaid;
that the execution of the Form of Acceptance constitutes, subject to the Final Offer becoming unconditional in all respects in accordance with its terms and to an accepting Midland shareholder not having validly withdrawn his acceptance, separate irrevocable authorities and requests:
(i) to Midland or its agents, to procure the registration of the transfer of the Midland shares pursuant to the Final Offer and the delivery of the share certificate(s) and/or other document(s) of title in respect thereof to HSBC Holdings or as it may direct;
(ii) (subject to the provisions of paragraph (vi) of Part B of this Appendix) to HSBC Holdings or its agents, to procure that such Midland shareholder's name is entered on the register of members of HSBC Holdings in respect of the new HSBC Holdings shares to which such Midland shareholder becomes entitled under the Final Offer (subject to the Memorandum and Articles of Association of HSBC Holdings);
(iii) (subject to the provisions of paragraph (vi) of Part B of this Appendix) to HSBC Holdings or its agents, to procure that such Midland shareholder's name is entered on the registered global bond and on the register of holders of the new HSBC Holdings bonds in respect of the new HSBC Holdings bonds to which such Midland shareholder becomes entitled under the Final Offer (unless and except to the extent that such Midland shareholder validly elects to hold such bonds in bearer form);
(iv) to HSBC Holdings or its agents, to procure the despatch by post (or by such other method as may be approved by the Panel) of (subject to the provisions of paragraph (vi) of Part B of this Appendix) the document(s) of title for any new HSBC Holdings shares and/or new HSBC Holdings bonds issued in registered form to which such accepting Midland shareholder becomes entitled pursuant to his acceptance of the Final Offer, at the risk of such Midland shareholder, to the person whose name and address outside the United States is set out in Box [6] of the Form of Acceptance or, if none is set out, to the first-named holder at his registered address outside the United States, together with a town clearing cheque for any cash payable to such shareholder pursuant to a valid election for the Cash Election or the provisions of sub-paragraph 7(b)(iv) set out in paragraph (vi) of Part B of this Appendix or in respect of fractional entitlements;
(v) to HSBC Holdings or its agents, to procure the delivery for credit to a Euroclear or CEDEL account (or to a common
depositary for Euroclear and CEDEL) in accordance with the instructions stated in Box 7 of the Form of Acceptance of (subject to the provisions of paragraph (vi) of Part B of this Appendix) the document(s) of title for any new HSBC Holdings bonds issued in bearer form to which such accepting Midland shareholder becomes entitled pursuant to his acceptance of the Final Offer, at the risk of such Midland shareholder;
(vi) to HSBC Holdings or its agents, to record and act upon any instructions with regard to notices and dividend mandates which have been recorded in the records of Midland in respect of such Midland shareholder's holding of Midland shares, save for mandates under the Midland scrip dividend scheme;
that the execution of the Form of Acceptance constitutes a separate authority to HSBC Holdings and/or Schroders and/or any director of HSBC Holdings and/or any director of Schroders and/or their respective agents within the terms of paragraph 4 of Part B of Appendix I to the Original Offer Document and sub-paragraph 7(b)(iv) set out in paragraph (vi) of Part B of this Appendix;
that after the Final Offer becomes or is declared unconditional in all respects (or if the Final Offer would become or be declared unconditional in all respects or lapse immediately upon the outcome of the resolution in question) and pending registration:
(i) HSBC Holdings shall be entitled to direct the exercise of any votes attaching to any Midland shares in respect of which the Final Offer has been accepted or is deemed to have been accepted and such acceptance has not been validly withdrawn and any and all other rights and privileges attaching to such Midland shares, including the right to requisition a general meeting or separate class meeting of Midland; and
(ii) the execution of the Form of Acceptance by a Midland shareholder constitutes, with regard to the Midland shares
comprised in such acceptance and in respect of which such acceptance has not been validly withdrawn:
(1) an authority to Midland from such Midland shareholder to send any notice, warrant, document or other communication which may be required to be sent to him as a member of Midland to HSBC Holdings at its registered office;
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