Common use of Acceptance of Subscriptions Clause in Contracts

Acceptance of Subscriptions. a. The Company hereby authorizes and directs the ADS Rights Agent to accept subscriptions for New ADSs on behalf of the Company upon the proper completion and execution of the applicable ADS Rights Certificate, surrender of the applicable ADS Rights Certificate and delivery of the applicable ADS Subscription Price for each New ADS, in accordance with the terms thereof and hereof. The Company further authorizes the ADS Rights Agent to refuse to accept, in its reasonable discretion, any improperly completed or unexecuted ADS Rights Certificates. b. The Company authorizes the ADS Rights Agent to waive proof of authority to sign (including the right to waive signatures of co-fiduciaries and proof of appointment or authority of any fiduciary or other person acting in a representative capacity) in connection with any subscription with respect to which: i. the surrendered ADS Rights Certificates are registered in the name of one or more individuals or an executor, administrator, trustee, custodian for a minor or other fiduciary and has been executed by such registered holder or holders, provided that the New ADSs subscribed and paid for are to be issued in the name of such registered holder or holders; ii. the surrendered ADS Rights Certificates are registered in the name of a corporation and has been executed by an officer of such corporation, provided that the New ADSs subscribed and paid for are to be issued in the name of such corporation; iii. the surrendered ADS Rights Certificates have been executed by a bank, trust company or broker as agent for the registered holder thereof, provided that the New ADSs subscribed and paid for are to be issued in the name of such registered holder; and iv. the surrendered ADS Rights Certificates are registered in the name of a decedent and has been executed by a person who purports to act as the executor or administrator of such decedent’s estate, provided that (A) the New ADSs are to be issued in the name of such person as executor or administrator of such decedent’s estate, (B) the check tendered in payment of such subscription is drawn for the proper amount and to the order of the ADS Rights Agent, and is otherwise in order, and (C) there is no evidence indicating that such person is not the duly authorized representative which such person purports to be. c. In all cases other than those described in clauses (b)(i) through (b)(iv) above, the ADS Rights Agent will obtain all necessary proof of authority to sign in connection with the subscriptions for New ADSs, provided, however, that in the event that such proof of authority has not been received on or prior to the applicable ADS Rights Expiration Date, the ADS Rights Agent shall obtain advice from the Company as to whether any such subscriptions may be accepted. d. The Company authorizes the ADS Rights Agent to accept customary letters of indemnification from commercial banks, trust companies or eligible guarantor institutions that are members of a Medallion Signature Guarantee Program with respect to nonconforming aspects of documents delivered in connection with the exercise of both Preemptive ADS Rights and Additional ADS Rights, in each case for New ADSs. e. On each Business Day during the applicable ADS Subscription Period, the ADS Rights Agent shall deposit in the NY Account the aggregate amount of the ADS Subscription Price received by the ADS Rights Agent on such day in respect of payments made upon the exercise of the ADS Rights for New ADSs. f. The ADS Rights Agent shall keep the NY Account separate from any other accounts held by the ADS Rights Agent. The ADS Rights Agent agrees not to commingle any of the ADS Subscription Price received by the ADS Rights Agent with any other accounts held by the ADS Rights Agent. The ADS Rights Agent does not have any interest in the NY Account or any ADS Subscription Price received pursuant to this Agreement, except for any fees the ADS Rights Agent may deduct from the ADS Subscription Price as provided for in this Agreement.

Appears in 1 contract

Samples: Rights Agency Agreement (Enel Americas S.A.)

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Acceptance of Subscriptions. a. The Company hereby authorizes and directs the ADS Rights Agent to accept subscriptions for New ADSs on behalf of the Company upon the proper completion and execution of the applicable an ADS Rights Certificate, surrender of the applicable ADS Rights Certificate and delivery of the applicable ADS Subscription Deposit Price for each the New ADSADSs, in accordance with the terms thereof and hereof. The Company further authorizes the ADS Rights Agent to refuse to accept, in its reasonable discretion, any improperly completed or unexecuted ADS Rights CertificatesCertificate. b. The Company authorizes the ADS Rights Agent to waive proof of authority to sign (including the right to waive signatures of co-fiduciaries and proof of appointment or authority of any fiduciary or other person acting in a representative capacity) in connection with any subscription with respect to which: i. (i) the surrendered ADS Rights Certificates are Certificate is registered in the name of one or more individuals or an executor, administrator, trustee, custodian for a minor or other fiduciary and has been executed by such registered holder or holders, provided that the New ADSs subscribed and paid for are to be issued in the name of such registered holder or holders; (ii. ) the surrendered ADS Rights Certificates are Certificate is registered in the name of a corporation and has been executed by an officer of such corporation, provided that the New ADSs subscribed and paid for are to be issued in the name of such corporation; (iii. ) the surrendered ADS Rights Certificates have Certificate has been executed by a bank, trust company or broker as agent for the registered holder thereof, provided that the New ADSs subscribed and paid for are to be issued in the name of such registered holder; and (iv. ) the surrendered ADS Rights Certificates are Certificate is registered in the name of a decedent and has been executed by a person who purports to act as the executor or administrator of such decedent’s estate, provided that (A) such subscription is for not more than 10 New ADSs, (B) the New ADSs are to be issued in the name of such person as executor or administrator of such decedent’s estate, (BC) the check tendered in payment of such subscription is drawn for the proper amount and to the order of the ADS Rights Agent, and is otherwise in order, and (CD) there is no evidence indicating that such person is not the duly authorized representative which such person purports to be. c. . In all cases other than those described in clauses (b)(ii) through (b)(iviv) above, the ADS Rights Agent will obtain all necessary proof of authority to sign in connection with the subscriptions for New ADSs, provided, however, that in the event that such proof of authority has not been received on or prior to the applicable ADS Rights Expiration Date, the ADS Rights Agent shall obtain advice from the Company as to whether any such subscriptions may be accepted. d. c. The Company authorizes the ADS Rights Agent to accept customary letters of indemnification from commercial banks, trust companies or eligible guarantor institutions that are members of a Medallion Signature Guarantee Program with respect to nonconforming aspects of documents delivered in connection with the exercise of both Preemptive ADS Rights and Additional ADS Rights, in each case subscriptions for New ADSs. e. d. On each Business Day during the applicable ADS Subscription Period, the ADS Rights Agent shall deposit in the NY Account the aggregate amount of the ADS Subscription Deposit Price received by the ADS Rights Agent on such day in respect of payments made upon the exercise of the ADS Rights for New ADSsRights. f. The ADS Rights Agent shall keep the NY Account separate from any other accounts held by the ADS Rights Agent. The ADS Rights Agent agrees not to commingle any of the ADS Subscription Price received by the ADS Rights Agent with any other accounts held by the ADS Rights Agent. The ADS Rights Agent does not have any interest in the NY Account or any ADS Subscription Price received pursuant to this Agreement, except for any fees the ADS Rights Agent may deduct from the ADS Subscription Price as provided for in this Agreement.

Appears in 1 contract

Samples: Rights Agency Agreement (KB Financial Group Inc.)

Acceptance of Subscriptions. a. The Company hereby authorizes and directs the ADS Rights Agent to accept subscriptions for New ADSs on behalf of the Company upon the proper completion and execution of the applicable an ADS Rights Certificate, surrender of the applicable ADS Rights Certificate and delivery of the applicable U.S. Dollar Payment in respect of the ADS Subscription Price for each the New ADSADSs, in accordance with the terms thereof and hereof. The Company further authorizes the ADS Rights Agent to refuse to accept, in its reasonable discretion, any improperly completed or unexecuted ADS Rights CertificatesCertificate. b. The Company authorizes the ADS Rights Agent to waive proof of authority to sign (including the right to waive signatures of co-fiduciaries and proof of appointment or authority of any fiduciary or other person acting in a representative capacity) in connection with any subscription with respect to which: i. (i) the surrendered ADS Rights Certificates are Certificate is registered in the name of one or more individuals or an executor, administrator, trustee, custodian for a minor or other fiduciary and has been executed by such registered holder or holders, provided that the New ADSs subscribed and paid for are to be issued in the name of such registered holder or holders; (ii. ) the surrendered ADS Rights Certificates are Certificate is registered in the name of a corporation and has been executed by an officer of such corporation, provided that the New ADSs subscribed and paid for are to be issued in the name of such corporation; (iii. ) the surrendered ADS Rights Certificates have Certificate has been executed by a bank, trust company or broker as agent for the registered holder thereof, provided that the New ADSs subscribed and paid for are to be issued in the name of such registered holder; and (iv. ) the surrendered ADS Rights Certificates are Certificate is registered in the name of a decedent and has been executed by a person who purports to act as the executor or administrator of such decedent’s estate, provided that (A) such subscription is for not more than 200 New ADSs, (B) the New ADSs are to be issued in the name of such person as executor or administrator of such decedent’s estate, (BC) the check tendered in payment of such subscription is drawn for the proper amount and to the order of the ADS Rights Agent, and is otherwise in order, and (CD) there is no evidence indicating that such person is not the duly authorized representative which such person purports to be. c. . In all cases other than those described in clauses (b)(ii) through (b)(iviv) above, the ADS Rights Agent will obtain all necessary proof of authority to sign in connection with the subscriptions for New ADSs, provided, however, that in the event that such proof of authority has not been received on or prior to the applicable ADS Rights Expiration Date, the ADS Rights Agent shall obtain advice from the Company as to whether any such subscriptions may be accepted. d. c. The Company authorizes the ADS Rights Agent to accept customary letters of indemnification from commercial banks, trust companies or eligible guarantor institutions that are members of a Medallion Signature Guarantee Program with respect to nonconforming aspects of documents delivered in connection with the exercise of both Preemptive ADS Rights and Additional ADS Rights, in each case subscriptions for New ADSs. e. d. On each Business Day business day during the applicable ADS Subscription Period, the ADS Rights Agent shall deposit in the NY Account the aggregate amount of the ADS Subscription Price all U.S. dollar amounts received by the ADS Rights Agent on such day in respect of payments made upon the exercise of the Primary ADS Rights for New ADSsand Excess ADS Rights. f. The ADS Rights Agent shall keep the NY Account separate from any other accounts held by the ADS Rights Agent. The ADS Rights Agent agrees not to commingle any of the ADS Subscription Price received by the ADS Rights Agent with any other accounts held by the ADS Rights Agent. The ADS Rights Agent does not have any interest in the NY Account or any ADS Subscription Price received pursuant to this Agreement, except for any fees the ADS Rights Agent may deduct from the ADS Subscription Price as provided for in this Agreement.

Appears in 1 contract

Samples: Rights Agency Agreement (Chartered Semiconductor Manufacturing LTD)

Acceptance of Subscriptions. a. The Company hereby authorizes and directs the ADS Rights Agent to accept subscriptions for New ADSs on behalf of the Company upon the proper completion and execution of the applicable an ADS Rights Certificate, surrender of the applicable ADS Rights Certificate and delivery of the applicable ADS Subscription Price U.S. Dollar Payment for each the New ADSADSs, in accordance with the terms thereof and hereof. The Company further authorizes the ADS Rights Agent to refuse to accept, in its reasonable discretion, any improperly completed or unexecuted ADS Rights CertificatesCertificate. b. The Company authorizes the ADS Rights Agent to waive proof of authority to sign (including the right to waive signatures of co-fiduciaries and proof of appointment or authority of any fiduciary or other person acting in a representative capacity) in connection with any subscription with respect to which: i. (i) the surrendered ADS Rights Certificates are Certificate is registered in the name of one or more individuals or an executor, administrator, trustee, custodian for a minor or other fiduciary and has been executed by such registered holder or holders, provided that the New ADSs subscribed and paid for are to be issued in the name of such registered holder or holders; (ii. ) the surrendered ADS Rights Certificates are Certificate is registered in the name of a corporation and has been executed by an officer of such corporation, provided that the New ADSs subscribed and paid for are to be issued in the name of such corporation; (iii. ) the surrendered ADS Rights Certificates have Certificate has been executed by a bank, trust company or broker as agent for the registered holder thereof, provided that the New ADSs subscribed and paid for are to be issued in the name of such registered holder; and (iv. ) the surrendered ADS Rights Certificates are Certificate is registered in the name of a decedent and has been executed by a person who purports to act as the executor or administrator of such decedent’s estate, provided that (A) such subscription is for not more than New ADSs, (B) the New ADSs are to be issued in the name of such person as executor or administrator of such decedent’s estate, (BC) the check tendered in payment of such subscription is drawn for the proper amount and to the order of the ADS Rights Agent, and is otherwise in order, and (CD) there is no evidence indicating that such person is not the duly authorized representative which such person purports to be. c. . In all cases other than those described in clauses (b)(ii) through (b)(iviv) above, the ADS Rights Agent will obtain all necessary proof of authority to sign in connection with the subscriptions for New ADSs, provided, however, that in the event that such proof of authority has not been received on or prior to the applicable ADS Rights Expiration Date, the ADS Rights Agent shall obtain advice from the Company as to whether any such subscriptions may be accepted. d. c. The Company authorizes the ADS Rights Agent to accept customary letters of indemnification from commercial banks, trust companies or eligible guarantor institutions that are members of a Medallion Signature Guarantee Program with respect to nonconforming aspects of documents delivered in connection with the exercise of both Preemptive ADS Rights and Additional ADS Rights, in each case subscriptions for New ADSs. e. d. On each Business Day business day during the applicable ADS Subscription Period, the ADS Rights Agent shall deposit in the NY Account the aggregate amount of the ADS Subscription Price all U.S. dollar amounts received by the ADS Rights Agent on such day in respect of payments made upon the exercise of the Primary ADS Rights for New ADSsand Oversubscription ADS Rights. f. The ADS Rights Agent shall keep the NY Account separate from any other accounts held by the ADS Rights Agent. The ADS Rights Agent agrees not to commingle any of the ADS Subscription Price received by the ADS Rights Agent with any other accounts held by the ADS Rights Agent. The ADS Rights Agent does not have any interest in the NY Account or any ADS Subscription Price received pursuant to this Agreement, except for any fees the ADS Rights Agent may deduct from the ADS Subscription Price as provided for in this Agreement.

Appears in 1 contract

Samples: Rights Agency Agreement (Edp Energias De Portugal Sa)

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Acceptance of Subscriptions. a. The Company hereby authorizes and directs the ADS Rights Agent to accept subscriptions for New ADSs on behalf of the Company upon (i) the proper completion and execution of the applicable an ADS Rights CertificateSubscription Form, surrender of the applicable ADS Rights Certificate Subscription Form and delivery of the applicable ADS Subscription Deposit Price for each the New ADSADSs, in accordance with the terms thereof and hereofhereof or (ii) receipt of the applicable instructions via DTC’s applicable function together with delivery of the ADS Subscription Deposit Price, in each case including subscriptions pursuant to the Overallotment Option subject to the conditions stated in the Prospectus. The Company further authorizes the ADS Rights Agent to refuse to accept, in its reasonable discretion, any improperly completed or unexecuted improperly executed ADS Rights CertificatesSubscription Form. All subscriptions for New ADSs are irrevocable and may not be cancelled or modified. b. The Company authorizes the ADS Rights Agent to waive proof of authority to sign (including the right to waive signatures of co-fiduciaries and proof of appointment or authority of any fiduciary or other person acting in a representative capacity) in connection with any subscription with respect to which: i. (i) the surrendered ADS Rights Certificates are Subscription Form is registered in the name of one or more individuals or an executor, administrator, trustee, custodian for a minor or other fiduciary and has been executed by such registered holder or holders, provided that the New ADSs subscribed and paid for are to be issued in the name of such registered holder or holders; (ii. ) the surrendered ADS Rights Certificates are Subscription Form is registered in the name of a corporation and has been executed by an officer of such corporation, provided that the New ADSs subscribed and paid for are to be issued in the name of such corporation; (iii. ) the surrendered ADS Rights Certificates have Subscription Form has been executed by a bank, trust company or broker as agent for the registered holder thereof, provided that the New ADSs subscribed and paid for are to be issued in the name of such registered holder; and (iv. ) the surrendered ADS Rights Certificates are Subscription Form is registered in the name of a decedent and has been executed by a person who purports to act as the executor or administrator of such decedent’s estate, provided that (A) such subscription is for not more than 10 New ADSs, (B) the New ADSs are to be issued in the name of such person as executor or administrator of such decedent’s estate, (BC) the check tendered in payment of such subscription is drawn for the proper amount and to the order of the ADS Rights Agent, and is otherwise in order, and (CD) there is no evidence indicating that such person is not the duly authorized representative which such person purports to be. c. . In all cases other than those described in clauses (b)(ii) through (b)(iviv) above, the ADS Rights Agent will obtain all necessary proof of authority to sign in connection with the subscriptions for New ADSs, provided, however, that in the event that such proof of authority has not been received on or prior to the applicable ADS Rights Expiration Date, the ADS Rights Agent shall obtain advice from the Company as to whether any such subscriptions may be accepted. d. c. The Company authorizes the ADS Rights Agent to accept customary letters of indemnification from commercial banks, trust companies or eligible guarantor institutions that are members of a Medallion Signature Guarantee Program with respect to nonconforming aspects of documents delivered in connection with the exercise of both Preemptive ADS Rights and Additional ADS Rights, in each case subscriptions for New ADSs. e. d. On each Business Day during the applicable ADS Subscription Period, the ADS Rights Agent shall deposit in an account designated by the NY Account Agent the aggregate amount of the ADS Subscription Deposit Price received by the ADS Rights Agent on such day in respect of payments made upon exercise of ADS Rights. e. As contemplated in Section 2(b) above, subject to the ADS Rights not being fully subscribed, ADS Rights holders who validly exercise all of their ADS Rights will be entitled to subscribe for additional New ADSs pursuant to the Overallotment Option. The number of New ADSs that will be available for allocation pursuant to the Overallotment Option will be determined following the Expiration Date on the basis of the following formula (the “Overallotment ADSs”): The Overallotment ADSs will be pro-rated among the over-subscribing ADS Rights holders on the basis of the ADS Rights for exercised by such holders. Any fractional New ADSs. f. The ADSs that would otherwise be allocable to an ADS Rights Agent shall keep the NY Account separate from any other accounts held by the ADS Rights Agent. The ADS Rights Agent agrees not to commingle any of the ADS Subscription Price received by the ADS Rights Agent with any other accounts held by the ADS Rights Agent. The ADS Rights Agent does not have any interest in the NY Account or any ADS Subscription Price received holder pursuant to this Agreementthe Overallotment Option will be rounded down to the nearest whole number, except for any fees the ADS Rights Agent may deduct from the ADS Subscription Price as provided for in this Agreementwill not be issued and will lapse without compensation.

Appears in 1 contract

Samples: Rights Agency Agreement (Tata Motors LTD/Fi)

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