Common use of Additional Risk Factors for Australian Residents Clause in Contracts

Additional Risk Factors for Australian Residents. You should have regard to risk factors relevant to investment in securities generally and, in particular, to the holding of Shares. For example, the price at which Shares are quoted on the Nasdaq may increase or decrease due to a number of factors. There is no guarantee that the price of the Shares will increase. Factors which may affect the price of Shares include fluctuations in the domestic and international market for listed stocks, general economic conditions, including interest rates, inflation rates, commodity and oil prices, changes to government fiscal, monetary or regulatory policies, legislation or regulation, the nature of the markets in which the Company operates and general operational and business risks. More information about potential factors that could affect the Company's business and financial results is included in the Company's most recent Annual Report on Form 10-K and the Company's Quarterly Report on Form 10-Q. Copies of these reports are available at xxxx://xxx.xxx.xxx/, on the Company's "Investor Relations" page at xxxx://xx.xxxxxxxxxxxxxxxxx.xxx/, and upon request to the Company. In addition, you should be aware that the Australian dollar value of any Shares acquired at vesting will be affected by the U.S. dollar/Australian dollar exchange rate. Participation in the Plan involves certain risks related to fluctuations in this rate of exchange. Common Stock Common stock of a U.S. corporation is analogous to ordinary shares of an Australian corporation. Dividends may be paid on the Shares out of any funds of the Company legally available for dividends at the discretion of the Board. The Shares are traded on the Nasdaq in the United States of America under the symbol "KHC." The Shares are not liable to any further calls for payment of capital or for other assessment by the Company and have no sinking fund provisions, pre-emptive rights, conversion rights or redemption provisions.

Appears in 10 contracts

Samples: Restricted Stock Unit Award Agreement (Kraft Heinz Co), Restricted Stock Unit Award Agreement (Kraft Heinz Co), Restricted Stock Unit Award Agreement (Kraft Heinz Co)

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Additional Risk Factors for Australian Residents. You should have regard to risk factors relevant to investment in securities generally and, in particular, to the holding of Shares. For example, the price at which Shares are quoted on the Nasdaq may increase or decrease due to a number of factors. There is no guarantee that the price of the Shares will increase. Factors which may affect the price of Shares include fluctuations in the domestic and international market for listed stocks, general economic conditions, including interest rates, inflation rates, commodity and oil prices, changes to government fiscal, monetary or regulatory policies, legislation or regulation, the nature of the markets in which the Company operates and general operational and business risks. More information about potential factors that could affect the Company's business and financial results is included in the Company's most recent Annual Report on Form 10-K and the Company's Quarterly Report on Form 10-Q. Copies of these reports are available at xxxx://xxx.xxx.xxx/, on the Company's "Investor Relations" page at xxxx://xx.xxxxxxxxxxxxxxxxx.xxx/, and upon request to the Company. In addition, you should be aware that the Australian dollar value of any Shares acquired at vesting will be affected by the U.S. dollar/Australian dollar exchange rate. Participation in the Omnibus Plan involves certain risks related to fluctuations in this rate of exchange. Common Stock Common stock of a U.S. corporation is analogous to ordinary shares of an Australian corporation. Dividends may be paid on the Shares out of any funds of the Company legally available for dividends at the discretion of the Board. The Shares are traded on the Nasdaq in the United States of America under the symbol "KHC." The Shares are not liable to any further calls for payment of capital or for other assessment by the Company and have no sinking fund provisions, pre-emptive rights, conversion rights or redemption provisions.

Appears in 4 contracts

Samples: Performance Share Award Agreement (Kraft Heinz Co), Performance Share Award Agreement (Kraft Heinz Co), Award Agreement (Kraft Heinz Co)

Additional Risk Factors for Australian Residents. You Australian Participants should have regard to risk factors relevant to investment in securities generally and, in particular, to the holding of Shares. For example, the price at which Shares are an individual Share is quoted on the Nasdaq New York Stock Exchange (“NYSE”) may increase or decrease due to a number of factors. There is no guarantee that the price of the Shares a Share will increase. Factors which that may affect the price of Shares an individual Share include fluctuations in the domestic and international market for listed stocks, general economic conditions, including interest rates, inflation rates, commodity and oil prices, changes to government fiscal, monetary or regulatory policies, legislation or regulation, the nature of the markets in which the Company operates and general operational and business risks. More information about potential factors that could affect the Company's ’s business and financial results is will be included in the Company's ’s most recent Annual Report on Form 10-K and the Company's ’s Quarterly Report on Form 10-Q. Copies of these reports are available at xxxx://xxx.xxx.xxx/, on the Company's "Investor Relations" ’s “Investors” page at xxxx://xx.xxxxxxxxxxxxxxxxx.xxx/xxxxx://xxxxxxxxx.xxxx.xxx/investors/sec-filings, and upon request to the Company. In addition, you Australian Participants should be aware that the Australian dollar (“AUD”) value of any Shares acquired at vesting under the Plan will be affected by the U.S. dollarUSD/Australian dollar AUD exchange rate. Participation in the Plan involves certain risks related to fluctuations in this rate of exchange. Common Stock in a U.S. Corporation. Common stock of a U.S. corporation is analogous to ordinary shares of an Australian corporation. Dividends may be paid on the Shares out Each holder of any funds of the Company legally available for dividends at the discretion of the Boarda Share is entitled to one vote. The Shares are traded on the Nasdaq in the United States of America under the symbol "KHC." The Further, Shares are not liable to any further calls for payment of capital or for other assessment by the Company and have no sinking fund provisions, pre-emptive rights, conversion rights or redemption provisions. Dividends may be paid on the Shares out of any funds of the Company legally available for dividends at the discretion of the Board. The Shares are traded on the New York Stock Exchange in the United States of America under the symbol “EPAM”.

Appears in 3 contracts

Samples: Restricted Stock Unit Award Agreement (EPAM Systems, Inc.), Restricted Stock Unit Award Agreement (EPAM Systems, Inc.), Restricted Stock Unit Award Agreement (EPAM Systems, Inc.)

Additional Risk Factors for Australian Residents. You Participants should have regard to risk factors relevant to investment in securities generally and, in particular, to the holding of Shares. For example, the price at which Shares the Company’s ordinary shares are quoted on the Nasdaq New York Stock Exchange may increase or decrease due to a number of factors. There is no guarantee that the price of the Shares ordinary shares will increase. Factors which may affect the price of Shares ordinary shares include fluctuations in the domestic and international market for listed stocks, general economic conditions, including interest rates, inflation rates, commodity and oil prices, changes to government fiscal, monetary or regulatory policies, legislation or regulation, the nature of the markets in which the Company operates and general operational and business risks. More information about potential factors that could affect the Company's business and financial results is included in the Company's most recent Annual Report on Form 10-K and the Company's Quarterly Report on Form 10-Q. Copies of these reports are available at xxxx://xxx.xxx.xxx/, on the Company's "Investor Relations" page at xxxx://xx.xxxxxxxxxxxxxxxxx.xxx/, and upon request to the Company. In addition, you Participants should be aware that the Australian dollar value of any Shares acquired at vesting under the Plan will be affected by the U.S. dollar/Australian dollar exchange rate. Participation in the Plan involves certain risks related to fluctuations in this rate of exchange. Common Stock Common stock Ordinary Shares. Ordinary shares of a U.S. corporation is an Irish public limited company are analogous to ordinary shares of an Australian corporation. Dividends Each holder of the ordinary shares is entitled to one vote for every share held. Under Irish law, dividends and distributions may only be made from “distributable reserves.” Distributable reserves, broadly, means the accumulated realized profits of the Company less accumulated realized losses. In addition, no distribution or dividend may be made unless the Company’s net assets are equal to, or in excess of, the aggregate of its called-up share capital plus undistributable reserves and the distribution does not reduce the Company’s net assets below such aggregate. Undistributable reserves include any capital in excess of the nominal value of the company’s issued shares, the Company’s net unrealized profits and any other reserve which the company is prohibited from distributing. The determination as to whether or not the Company has sufficient distributable reserves to fund a dividend must be made by reference to the “relevant accounts” of the Company. The “relevant accounts” will be either the last set of the Company’s unconsolidated annual audited financial statements or unaudited financial statements prepared in accordance with the Irish Companies Acts and Generally Accepted Accounting Principles in Ireland, which give a “true and fair view” of the Company’s unconsolidated financial position. The relevant accounts must be filed in the Companies Registration Office (the official public registry for companies in Ireland). The mechanism as to who declares a dividend and when a dividend becomes payable is governed by the Company’s articles of association. The articles of association authorize the directors to declare dividends as appear justified from the profits without the approval of the shareholders at a general meeting. The Company’s board of directors may also recommend a dividend to be approved and declared by the shareholders at a general meeting. No dividend issued may exceed the amount recommended by the directors. The dividends declared by directors or shareholders may be paid on in the Shares out form of any funds of the Company legally available for dividends at the discretion of the Boardassets, shares or cash. The Shares Company’s ordinary shares are traded on the Nasdaq New York Stock Exchange in the United States of America under the symbol "KHC“ALLE”." The Shares are not liable to any further calls for payment of capital or for other assessment by the Company and have no sinking fund provisions, pre-emptive rights, conversion rights or redemption provisions.

Appears in 3 contracts

Samples: Global Restricted Stock Unit Award Agreement (Allegion PLC), Global Restricted Stock Unit Award Agreement (Allegion PLC), Performance Stock Unit Award Agreement (Allegion PLC)

Additional Risk Factors for Australian Residents. You Participants should have regard to risk factors relevant to investment in securities generally and, in particular, to the holding of Shares. For example, the price at which Shares the Company's ordinary shares are quoted on the Nasdaq New York Stock Exchange may increase or decrease due to a number of factors. There is no guarantee that the price of the Shares ordinary shares will increase. Factors which may affect the price of Shares ordinary shares include fluctuations in the domestic and international market for listed stocks, general economic conditions, including interest rates, inflation rates, commodity and oil prices, changes to government fiscal, monetary or regulatory policies, legislation or regulation, the nature of the markets in which the Company operates and general operational and business risks. More information about potential factors that could affect the Company's business and financial results is included in the Company's most recent Annual Report on Form 10-K and the Company's Quarterly Report on Form 10-Q. Copies of these reports are available at xxxx://xxx.xxx.xxx/, on the Company's "Investor Relations" page at xxxx://xx.xxxxxxxxxxxxxxxxx.xxx/, and upon request to the Company. In addition, you Participants should be aware that the Australian dollar value of any Shares acquired at vesting under the Plan will be affected by the U.S. dollar/Australian dollar exchange rate. Participation in the Plan involves certain risks related to fluctuations in this rate of exchange. Common Stock Common stock Ordinary Shares. Ordinary shares of a U.S. corporation is an Irish public limited company are analogous to ordinary shares of an Australian corporation. Dividends Each holder of the ordinary shares is entitled to one vote for every share held. Under Irish law, dividends and distributions may only be made from “distributable reserves.” Distributable reserves, broadly, means the accumulated realized profits of the Company less accumulated realized losses. In addition, no distribution or dividend may be made unless the Company’s net assets are equal to, or in excess of, the aggregate of its share capital which has been paid up or which is payable in the future plus undistributable reserves and the distribution does not reduce the Company’s net assets below such aggregate. Undistributable reserves include the share premium account, the capital redemption reserve fund and the amount by which the Company’s net unrealized profits and any other reserve which the Company is prohibited from distributing. The determination as to whether or not the Company has sufficient distributable reserves to fund a dividend must be made by reference to “relevant accounts” of the Company. The “relevant accounts” will be either the last set of unconsolidated annual audited financial statements or unaudited financial statements prepared in accordance with the Irish Companies Acts and Generally Accepted Accounting Principles in Ireland, which give a “true and fair view” of the Company’s unconsolidated financial position. The relevant accounts must be filed in the Companies Registration Office (the official public registry for companies in Ireland). The mechanism as to who declares a dividend and when a dividend becomes payable is governed by the Company’s articles of association. The articles of association authorize the directors to declare such dividends as appear justified from the Company’s profits without the approval of the shareholders at a general meeting. The board of directors may also recommend a dividend to be approved and declared by the shareholders at a general meeting. Although the shareholders may direct that the payment be made by distribution of assets, shares or cash, no dividend issued may exceed the amount recommended by the directors. The dividends declared by directors or shareholders may be paid in the form of assets, shares or cash. The Company’s directors may deduct from any dividend payable to any shareholders all sums of money (if any) payable by such shareholder in relation to the Company’s shares. The Company’s directors are also entitled to issue shares with preferred rights to participate in dividends declared by the Company. The holders of such preferred shares may, depending on their terms, be entitled to claim arrears of a declared dividend out of subsequently declared dividends in priority to ordinary shareholders. Ascertaining the Market Price of the Shares out of any funds Participant may ascertain the current market price of the Company legally available for dividends at the discretion of the Board. The Shares are Company’s ordinary shares as traded on the Nasdaq New York Stock Exchange in the United States of America at xxxx://xxx.xxxx.xxx under the symbol "KHC“TT." The Australian dollar equivalent of that price can be obtained at: xxxx://xxx.xxx.xxx.xx/xxxxxxxxxx/xxxxxxxxx/xxxxxxxx-xxxxx.xxxx. This is not a prediction of what the market price of the Company’s ordinary shares will be on any applicable Vesting Date or when Shares are not liable issued to any further calls for payment Participant or of capital or for other assessment by the Company and have no sinking fund provisions, pre-emptive rights, conversion rights or redemption provisionsapplicable exchange rate at such time.

Appears in 1 contract

Samples: Global Restricted Stock Unit Award Agreement (Trane Technologies PLC)

Additional Risk Factors for Australian Residents. You Participant should have regard to risk factors relevant to investment in securities generally and, in particular, to the holding of Shares. For example, the price at which Shares are an individual Share is quoted on the Nasdaq New York Stock Exchange (“NYSE”) may increase or decrease due to a number of factors. There is no guarantee that the price of the Shares a Share will increase. Factors which that may affect the price of Shares an individual Share include fluctuations in the domestic and international market for listed stocks, general economic conditions, including interest rates, inflation rates, commodity and oil prices, changes to government fiscal, monetary or regulatory policies, legislation or regulation, the nature of the markets in which the Company operates and general operational and business risks. More information about potential factors that could affect the Company's ’s business and financial results is will be included in the Company's ’s most recent Annual Report on Form 10-K and the Company's ’s Quarterly Report on Form 10-Q. Copies of these reports are available at xxxx://xxx.xxx.xxx/xxx.xxx.xxx, on the Company's "Investor Relations" ’s investor’s page at xxxx://xx.xxxxxxxxxxxxxxxxx.xxx/xx.xxxxxxxxxxx.xxx, and upon request to the Company. In addition, you Participant should be aware that the Australian dollar (“AUD”) value of any Shares acquired at vesting under the Plan will be affected by the U.S. dollarUSD/Australian dollar AUD exchange rate. Participation in the Plan involves certain risks related to fluctuations in this rate of exchange. Common Stock in a U.S. Corporation. Common stock of a U.S. corporation is analogous to ordinary shares of an Australian corporation. Each holder of a Share is entitled to one vote. Dividends may be paid on the Shares out of any funds of the Company legally available for dividends at the discretion of the Board. The Shares are traded on the Nasdaq in the United States of America under the symbol "KHC." The Further, Shares are not liable to any further calls for payment of capital or for other assessment by the Company and have no sinking fund provisions, pre-emptive rights, conversion rights or redemption provisions. Ascertaining the Market Price of Shares. Participant may ascertain the current market price of an individual Share as traded on the NYSE under the symbol “RNG” at xxx.xxxx.xxx/xxxxx/XXXX:XXX. The AUD equivalent of that price can be obtained at xxx.xxx.xxx.xx/xxxxxxxxxx/xxxxxxxxx/xxxxxxxx-xxxxx.xxxx. Please note that this is not a prediction of what the market price of the Shares will be on any applicable vesting date or when Shares are issued to Participant (or at any other time), or of the applicable exchange rate at such time. CANADA Terms and Conditions Company’s Obligation to Pay. The following provision supplements Section 2 of the Terms and Conditions: Notwithstanding the discretion of the Administrator to settle earned Restricted Stock Units in cash, Shares or a combination of both as described in Section 8(d) of the Plan, vested Restricted Stock Units shall be paid to Participant in Shares only.

Appears in 1 contract

Samples: Global Restricted Stock Unit Agreement (RingCentral, Inc.)

Additional Risk Factors for Australian Residents. You should have regard to risk factors relevant to investment in securities generally and, in particular, to the holding of Shares. For example, the price at which Shares are quoted on the Nasdaq may increase or decrease due to a number of factors. There is no guarantee that the price of the Shares will increase. Factors which may affect the price of Shares include fluctuations in the domestic and international market for listed stocks, general economic conditions, including interest rates, inflation rates, commodity and oil prices, changes to government fiscal, monetary or regulatory policies, legislation or regulation, the nature of the markets in which the Company operates and general operational and business risks. Exhibit 10.38 More information about potential factors that could affect the Company's ’s business and financial results is included in the Company's ’s most recent Annual Report on Form 10-K and the Company's ’s Quarterly Report on Form 10-Q. Copies of these reports are available at xxxx://xxx.xxx.xxx/, on the Company's "’s “Investor Relations" page at xxxx://xx.xxxxxxxxxxxxxxxxx.xxx/, and upon request to the Company. In addition, you should be aware that the Australian dollar value of any Shares acquired at vesting will be affected by the U.S. dollar/Australian dollar exchange rate. Participation in the Plan involves certain risks related to fluctuations in this rate of exchange. Common Stock Common stock of a U.S. corporation is analogous to ordinary shares of an Australian corporation. Dividends may be paid on the Shares out of any funds of the Company legally available for dividends at the discretion of the Board. The Shares are traded on the Nasdaq in the United States of America under the symbol "KHC." The Shares are not liable to any further calls for payment of capital or for other assessment by the Company and have no sinking fund provisions, pre-emptive rights, conversion rights or redemption provisions.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Kraft Heinz Co)

Additional Risk Factors for Australian Residents. You Participant should have regard to risk factors relevant to investment in securities generally and, in particular, to the holding of Shares. For example, the price at which Shares are an individual Share is quoted on the The Nasdaq Global Select Market (“Nasdaq”) may increase or decrease due to a number of factors. There is no guarantee that the price of the Shares a Share will increase. Factors which that may affect the price of Shares the Share include fluctuations in the domestic and international market for listed stocks, general economic conditions, including interest rates, inflation rates, commodity and oil prices, changes to government fiscal, monetary or regulatory policies, legislation or regulation, the nature of the markets in which the Company operates and general operational and business risks. More information about potential factors that could affect the Company's ’s business and financial results is will be included in the Company's ’s most recent Annual Report on Form 10-K and the Company's ’s Quarterly Report on Form 10-Q. Copies of these reports are available at xxxx://xxx.xxx.xxx/xxx.xxx.xxx, on the Company's "Investor Relations" ’s investor’s page at xxxx://xx.xxxxxxxxxxxxxxxxx.xxx/xxxxx://xxxxxxxxx.xxxxxxxxxxxxxxxx.xxx/investor-relations/financials/sec-filings/default.aspx, and upon request to the Company. In addition, you Participant should be aware that the Australian dollar (“AUD”) value of any Shares acquired at vesting under the Plan will be affected by the U.S. dollarUSD/Australian dollar AUD exchange rate. Participation in the Plan involves certain risks related to fluctuations in this rate of exchange. Common Stock in a U.S. Corporation. Common stock of a U.S. corporation is analogous to ordinary shares of an Australian corporation. Each holder of a Share is entitled to one vote. Dividends may be paid on the Shares out of any funds of the Company legally available for dividends at the discretion of the Board. The Shares are traded on Further, the Nasdaq in the United States of America under the symbol "KHC." The Shares are Share is not liable to any further calls for payment of capital or for other assessment by the Company and have no sinking fund provisions, pre-emptive rights, conversion rights or redemption provisions.

Appears in 1 contract

Samples: Global Restricted Stock Unit Award Agreement (Palo Alto Networks Inc)

Additional Risk Factors for Australian Residents. You Australian Recipients should have regard to risk factors relevant to investment in securities generally and, in particular, to the holding of Shares. For example, the price at which Shares are an individual Share is quoted on the Nasdaq Global Select Market (“Nasdaq”) may increase or decrease due to a number of factors. There is no guarantee that the price of the Shares a Share will increase. Factors which that may affect the price of Shares an individual Share include fluctuations in the domestic and international market for listed stocks, general economic conditions, including interest rates, inflation rates, commodity and oil prices, changes to government fiscal, monetary or regulatory policies, legislation or regulation, the nature of the markets in which the Company operates and general operational and business risks. More information about potential factors that could affect the Company's ’s business and financial results is will be included in the Company's ’s most recent Annual Report on Form 10-K and the Company's ’s Quarterly Report on Form 10-Q. 10Q. Copies of these reports are available at xxxx://xxx.xxx.xxx/, on the Company's "Investor Relations" ’s “Investors” page at xxxx://xx.xxxxxxxxxxxxxxxxx.xxx/xxxxx://xxx.xx-xx.xxx/investor-relations/, and upon request to the Company. In addition, you Australian Recipients should be aware that the Australian dollar (“AUD”) value of any Shares acquired at vesting purchased under the Plan will be affected by the U.S. dollarUSD/Australian dollar AUD exchange rate. Participation in the Plan involves certain risks related to fluctuations in this rate of exchange. 109919762v2 Exhibit 10.31 Common Stock in a U.S. Corporation. Common stock of a U.S. corporation is analogous to ordinary shares of an Australian corporation. Dividends may be paid on the Shares out Each holder of any funds of the Company legally available for dividends at the discretion of the Boarda Share is entitled to one vote. The Shares are traded on the Nasdaq in the United States of America under the symbol "KHC." The Further, Shares are not liable to any further calls for payment of capital or for other assessment by the Company and have no sinking fund provisions, pre-emptive rights, conversion rights or redemption provisions.

Appears in 1 contract

Samples: Performance Share Unit Award Agreement (Ii-Vi Inc)

Additional Risk Factors for Australian Residents. You The Grantee should have regard to risk factors relevant to investment in securities generally and, in particular, to the holding of SharesCommon Stock. For example, the price at which Shares are quoted the Common Stock is traded on the Nasdaq New York Stock Exchange may increase or decrease due to a number of factors. There is no guarantee that the price of the Shares Common Stock will increase. Factors which may affect the price of Shares Common Stock include fluctuations in the domestic and international market for listed stocks, general economic conditions, including interest rates, inflation rates, commodity and oil prices, changes to government fiscal, monetary or regulatory policies, legislation or regulation, the nature of the markets in which the Company operates and general operational and business risks. More information about potential factors that could affect the Company's business and financial results is included in the Company's most recent Annual Report on Form 10-K and the Company's Quarterly Report on Form 10-Q. Copies of these reports are available at xxxx://xxx.xxx.xxx/, on the Company's "Investor Relations" page at xxxx://xx.xxxxxxxxxxxxxxxxx.xxx/, and upon request to the Company. In addition, you the Grantee should be aware that the Australian dollar value of any Shares acquired at vesting pursuant to the Award will be affected by the U.S. dollar/Australian dollar exchange rate. Participation in the Plan involves certain risks related to fluctuations in this rate of exchange. Common Stock Common stock of a U.S. corporation is analogous to ordinary shares of an Australian corporation. Each holder of the Common Stock is entitled to one vote for each Share held. Dividends may be paid on the Shares Common Stock out of any funds of the Company legally available for dividends at the discretion of the Board. The Shares are Common Stock is traded on the Nasdaq New York Stock Exchange in the United States of America under the symbol "KHC“ELAN." The Shares are not liable to any further calls for payment of capital or for other assessment by the Company and have no sinking fund provisions, pre-emptive rights, conversion rights or redemption provisions. Ascertaining the Market Price of Shares The Grantee may ascertain the current market price of the Common Stock as traded on the New York Stock Exchange at http://xxx.xxxx.xxx xxxer the symbol “ELAN.” The Australian dollar equivalent of that price can be obtained at: http://xxx.xxx.xxx.xx/xxxxxxxxxx/frequency/exchange-rates.html. This is not a prediction of what the market price of the Common Stock will be on any applicable vesting date or when Shares are issued to the Grantee or at any other time or of the applicable exchange rate at such time. BRAZIL

Appears in 1 contract

Samples: Award Agreement (Elanco Animal Health Inc)

Additional Risk Factors for Australian Residents. You The Participant should have regard to risk factors relevant to investment in securities generally and, in particular, to the holding of Shares. For example, the price at which Shares are an individual Share is quoted on the Nasdaq New York Stock Exchange (the “NYSE”) may increase or decrease due to a number of factors. There is no guarantee that the price of the Shares a Share will increase. Factors which that may affect the price of the Shares include fluctuations in the domestic and international market for listed stocks, general economic conditions, including interest rates, inflation rates, commodity and oil prices, changes to government fiscal, monetary or regulatory policies, legislation or regulation, the nature of the markets in which the Company operates and general operational and business risks. More information about potential factors that could affect the Company's ’s business and financial results is will be included in the Company's ’s most recent Annual Report on Form 10-K and the Company's ’s Quarterly Report on Form 10-Q. Copies of these reports are available at xxxx://xxx.xxx.xxx/xxx.xxx.xxx, on the Company's "Investor Relations" ’s investor’s page at xxxx://xx.xxxxxxxxxxxxxxxxx.xxx/xxxxx://xx.xxxxxx.xxx/financial-reporting/sec-filings, and upon request to the Company. Appendix C - 7 In addition, you the Participant should be aware that the Australian dollar (“AUD”) value of any Shares acquired at vesting under the Plan will be affected by the U.S. dollarUSD/Australian dollar AUD exchange rate. Participation in the Plan involves certain risks related to fluctuations in this rate of exchange. Common Stock in a U.S. Corporation. Common stock of a U.S. corporation is analogous to ordinary shares of an Australian corporation. Each holder of a Share is entitled to one vote. Dividends may be paid on the Shares out of any funds of the Company legally available for dividends at the discretion of the Board. The Shares are traded on Further, the Nasdaq in the United States of America under the symbol "KHC." The Shares are not liable to any further calls for payment of capital or for other assessment by the Company and have no sinking fund provisions, pre-emptive rights, conversion rights or redemption provisions.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Hilton Worldwide Holdings Inc.)

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Additional Risk Factors for Australian Residents. You Australian Recipients should have regard to risk factors relevant to investment in securities generally and, in particular, to the holding of Shares. For example, the price at which Shares are an individual Share is quoted on the Nasdaq Global Select Market (“Nasdaq”) may increase or decrease due to a number of factors. There is no guarantee that the price of the Shares a Share will increase. Factors which that may affect the price of Shares an individual Share include fluctuations in the domestic and international market for listed stocks, general economic conditions, including interest rates, inflation rates, commodity and oil prices, changes to government fiscal, monetary or regulatory policies, legislation or regulation, the nature of the markets in which the Company operates and general operational and business risks. More information about potential factors that could affect the Company's ’s business and financial results is will be included in the Company's ’s most recent Annual Report on Form 10-K and the Company's ’s Quarterly Report on Form 10-Q. Copies of these reports are available at xxxx://xxx.xxx.xxx/, on the Company's "Investor Relations" ’s “Investors” page at xxxx://xx.xxxxxxxxxxxxxxxxx.xxx/xxxxx://xxx.xx-xx.xxx/investor-relations/, and upon request to the Company. In addition, you Australian Recipients should be aware that the Australian dollar (“AUD”) value of any Shares acquired at vesting purchased under the Plan will be affected by the U.S. dollarUSD/Australian dollar AUD exchange rate. Participation in the Plan involves certain risks related to fluctuations in this rate of exchange. Common Stock in a U.S. Corporation. Common stock of a U.S. corporation is analogous to ordinary shares of an Australian corporation. Dividends may be paid on the Shares out Each holder of any funds of the Company legally available for dividends at the discretion of the Boarda Share is entitled to one vote. The Shares are traded on the Nasdaq in the United States of America under the symbol "KHC." The Further, Shares are not liable to any further calls for payment of capital or for other assessment by the Company and have no sinking fund provisions, pre-emptive rights, conversion rights or redemption provisions.

Appears in 1 contract

Samples: Incorporated Performance Share Unit Award Agreement (Ii-Vi Inc)

Additional Risk Factors for Australian Residents. You Participants should have regard to risk factors relevant to investment in securities generally and, in particular, to the holding of Shares. For example, the price at which Shares the Company’s ordinary shares are quoted on the Nasdaq New York Stock Exchange may increase or decrease due to a number of factors. There is no guarantee that the price of the Shares ordinary shares will increase. Factors which may affect the price of Shares ordinary shares include fluctuations in the domestic and international market for listed stocks, general economic conditions, including interest rates, inflation rates, commodity and oil prices, changes to government fiscal, monetary or regulatory policies, legislation or regulation, the nature of the markets in which the Company operates and general operational and business risks. More information about potential factors that could affect the Company's business and financial results is included in the Company's most recent Annual Report on Form 10-K and the Company's Quarterly Report on Form 10-Q. Copies of these reports are available at xxxx://xxx.xxx.xxx/, on the Company's "Investor Relations" page at xxxx://xx.xxxxxxxxxxxxxxxxx.xxx/, and upon request to the Company. In addition, you Participants should be aware that the Australian dollar value of any Shares acquired at vesting under the Plan will be affected by the U.S. dollar/Australian dollar exchange rate. Participation in the Plan involves certain risks related to fluctuations in this rate of exchange. Common Stock Common stock Ordinary Shares. Ordinary shares of a U.S. corporation is an Irish public limited company are analogous to ordinary shares of an Australian corporation. Dividends Each holder of the ordinary shares is entitled to one vote for every share held. Under Irish law, dividends and distributions may only be made from “distributable reserves.” Distributable reserves, broadly, means the accumulated realized profits of the Company less accumulated realized losses. In addition, no distribution or dividend may be made unless the Company’s net assets are equal to, or in excess of, the aggregate of its share capital which has been paid up or which is payable in the future plus undistributable reserves and the distribution does not reduce the Company’s net assets below such aggregate. Undistributable reserves include the share premium account, the capital redemption reserve fund, the Company’s net unrealized profits and any other reserve which the company is prohibited from distributing. The determination as to whether or not the Company has sufficient distributable reserves to fund a dividend must be made by reference to the “relevant accounts” of the Company. The “relevant accounts” will be either the last set of the Company’s unconsolidated annual audited financial statements or unaudited financial statements prepared in accordance with the Irish Companies Acts and Generally Accepted Accounting Principles in Ireland, which give a “true and fair view” of the Company’s unconsolidated financial position. The relevant accounts must be filed in the Companies Registration Office (the official public registry for companies in Ireland). The mechanism as to who declares a dividend and when a dividend becomes payable is governed by the Company’s articles of association. The articles of association authorize the directors to declare dividends as appear justified from the profits without the approval of the shareholders at a general meeting. The Company’s board of directors may also recommend a dividend to be approved and declared by the shareholders at a general meeting. Although the shareholders may direct that the payment be made by distribution of assets, shares or cash, no dividend issued may exceed the amount recommended by the directors. The dividends declared by directors or shareholders may be paid on in the Shares out form of any funds of the Company legally available for dividends at the discretion of the Boardassets, shares or cash. The Shares Company’s ordinary shares are traded on the Nasdaq New York Stock Exchange in the United States of America under the symbol "KHC“ALLE”." The Shares are not liable to any further calls for payment of capital or for other assessment by the Company and have no sinking fund provisions, pre-emptive rights, conversion rights or redemption provisions.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Allegion PLC)

Additional Risk Factors for Australian Residents. You Participants should have regard to risk factors relevant to investment in securities generally and, in particular, to the holding of Shares. For example, the price at which Shares the Company’s ordinary shares are quoted on the Nasdaq New York Stock Exchange may increase or decrease due to a number of factors. There is no guarantee that the price of the Shares ordinary shares will increase. Factors which may affect the price of Shares ordinary shares include fluctuations in the domestic and international market for listed stocks, general economic conditions, including interest rates, inflation rates, commodity and oil prices, changes to government fiscal, monetary or regulatory policies, legislation or regulation, the nature of the markets in which the Company operates and general operational and business risks. More information about potential factors that could affect the Company's business and financial results is included in the Company's most recent Annual Report on Form 10-K and the Company's Quarterly Report on Form 10-Q. Copies of these reports are available at xxxx://xxx.xxx.xxx/, on the Company's "Investor Relations" page at xxxx://xx.xxxxxxxxxxxxxxxxx.xxx/, and upon request to the Company. In addition, you Participants should be aware that the Australian dollar value of any Shares acquired at vesting under the Plan will be affected by the U.S. dollar/Australian dollar exchange rate. Participation in the Plan involves certain risks related to fluctuations in this rate of exchange. Common Stock Common stock Ordinary Shares. Ordinary shares of a U.S. corporation is an Irish public limited company are analogous to ordinary shares of an Australian corporation. Dividends Each holder of the ordinary shares is entitled to one vote for every share held. Under Irish law, dividends and distributions may only be made from “distributable reserves.” Distributable reserves, broadly, means the accumulated realized profits of the Company less accumulated realized losses. In addition, no distribution or dividend may be made unless the Company’s net assets are equal to, or in excess of, the aggregate of its share capital which has been paid up or which is payable in the future plus undistributable reserves and the distribution does not reduce the Company’s net assets below such aggregate. Undistributable reserves include the share premium account, the capital redemption reserve fund, the Company’s net unrealized profits and any other reserve which the company is prohibited from distributing. The determination as to whether or not the Company has sufficient distributable reserves to fund a dividend must be made by reference to the “relevant accounts” of the Company. The “relevant accounts” will be either the last set of the Company’s unconsolidated annual audited financial statements or unaudited financial statements prepared in accordance with the Irish Companies Acts and Generally Accepted Accounting Principles in Ireland, which give a “true and fair view” of the Company’s unconsolidated financial position. The relevant accounts must be filed in the Companies Registration Office (the official public registry for companies in Ireland). The mechanism as to who declares a dividend and when a dividend becomes payable is governed by the Company’s articles of association. The articles of association authorize the directors to declare dividends as appear justified from the profits without the approval of the shareholders at a general meeting. The Company’s board of directors may also recommend a dividend to be approved and declared by the shareholders at a general meeting. Although the shareholders may direct that the payment be made by distribution of assets, shares or cash, no dividend issued may exceed the amount recommended by the directors. The dividends declared by directors or shareholders may be paid on in the Shares out form of any funds of the Company legally available for dividends at the discretion of the Boardassets, shares or cash. The Shares Company’s ordinary shares are traded on the Nasdaq New York Stock Exchange in the United States of America under the symbol "KHC“ALLE”. Ascertaining the Market Price of Shares. Participants may ascertain the current market price of the Shares as traded on the New York Stock Exchange at xxxx://xxx.xxxx.xxx under the symbol “ALLE." The Shares are Australian dollar equivalent of that price can be obtained at: xxxx://xxx.xxx.xxx.xx/xxxxxxxxxx/xxxxxxxxx/xxxxxxxx-xxxxx.xxxx. This will not liable to any further calls for payment be a prediction of capital what the market price per Share will be when the RSUs vest or for other assessment by settle or of the Company and have no sinking fund provisions, pre-emptive rights, conversion rights applicable exchange rate on the actual Vesting Date or redemption provisionssettlement date.

Appears in 1 contract

Samples: Global Restricted Stock Unit Award Agreement (Allegion PLC)

Additional Risk Factors for Australian Residents. You Participants should have regard to risk factors relevant to investment in securities generally and, in particular, to the holding of Shares. For example, the price at which Shares the Company’s ordinary shares are quoted on the Nasdaq New York Stock Exchange may increase or decrease due to a number of factors. There is no guarantee that the price of the Shares ordinary shares will increase. Factors which may affect the price of Shares ordinary shares include fluctuations in the domestic and international market for listed stocks, general economic conditions, including interest rates, inflation rates, commodity and oil prices, changes to government fiscal, monetary or regulatory policies, legislation or regulation, the nature of the markets in which the Company operates and general operational and business risks. More information about potential factors that could affect the Company's business and financial results is included in the Company's most recent Annual Report on Form 10-K and the Company's Quarterly Report on Form 10-Q. Copies of these reports are available at xxxx://xxx.xxx.xxx/, on the Company's "Investor Relations" page at xxxx://xx.xxxxxxxxxxxxxxxxx.xxx/, and upon request to the Company. In addition, you Participants should be aware that the Australian dollar value of any Shares acquired at vesting under the Plan will be affected by the U.S. dollar/Australian dollar exchange rate. Participation in the Plan involves certain risks related to fluctuations in this rate of exchange. Common Stock Common stock Ordinary Shares. Ordinary shares of a U.S. corporation is an Irish public limited company are analogous to ordinary shares of an Australian corporation. Dividends Each holder of the ordinary shares is entitled to one vote for every share held. Under Irish law, dividends and distributions may only be made from “distributable reserves.” Distributable reserves, broadly, means the accumulated realized profits of the Company less accumulated realized losses. In addition, no distribution or dividend may be made unless the Company’s net assets are equal to, or in excess of, the aggregate of its share capital which has been paid up or which is payable in the future plus undistributable reserves and the distribution does not reduce the Company’s net assets below such aggregate. Undistributable reserves include the share premium account, the capital redemption reserve fund, the Company’s net unrealized profits and any other reserve which the company is prohibited from distributing. The determination as to whether or not the Company has sufficient distributable reserves to fund a dividend must be made by reference to the “relevant accounts” of the Company. The “relevant accounts” will be either the last set of the Company’s unconsolidated annual audited financial statements or unaudited financial statements prepared in accordance with the Irish Companies Acts and Generally Accepted Accounting Principles in Ireland, which give a “true and fair view” of the Company’s unconsolidated financial position. The relevant accounts must be filed in the Companies Registration Office (the official public registry for companies in Ireland). The mechanism as to who declares a dividend and when a dividend becomes payable is governed by the Company’s articles of association. The articles of association authorize the directors to declare dividends as appear justified from the profits without the approval of the shareholders at a general meeting. The Company’s board of directors may also recommend a dividend to be approved and declared by the shareholders at a general meeting. Although the shareholders may direct that the payment be made by distribution of assets, shares or cash, no dividend issued may exceed the amount recommended by the directors.The dividends declared by directors or shareholders may be paid on in the Shares out form of any funds of the Company legally available for dividends at the discretion of the Boardassets, shares or cash. The Shares Company’s ordinary shares are traded on the Nasdaq New York Stock Exchange in the United States of America under the symbol "KHC“ALLE”. Ascertaining the Market Price of Shares. Participants may ascertain the current market price of the Shares as traded on the New York Stock Exchange at xxxx://xxx.xxxx.xxx under the symbol “ALLE." The Shares are Australian dollar equivalent of that price can be obtained at: xxxx://xxx.xxx.xxx.xx/xxxxxxxxxx/xxxxxxxxx/xxxxxxxx-xxxxx.xxxx. This will not liable to any further calls for payment be a prediction of capital what the market price per Share will be when the PSUs vest or for other assessment by settle or of the Company and have no sinking fund provisions, pre-emptive rights, conversion rights applicable exchange rate on the actual Vesting Date or redemption provisionssettlement date.

Appears in 1 contract

Samples: Performance Stock Unit Award Agreement (Allegion PLC)

Additional Risk Factors for Australian Residents. You Participants should have regard to risk factors relevant to investment in securities generally and, in particular, to the holding of Shares. For example, the price at which Shares the Company's ordinary shares are quoted on the Nasdaq New York Stock Exchange may increase or decrease due to a number of factors. There is no guarantee that the price of the Shares ordinary shares will increase. Factors which may affect the price of Shares ordinary shares include fluctuations in the domestic and international market for listed stocks, general economic conditions, including interest rates, inflation rates, commodity and oil prices, changes to government fiscal, monetary or regulatory policies, legislation or regulation, the nature of the markets in which the Company operates and general operational and business risks. More information about potential factors that could affect the Company's business and financial results is included in the Company's most recent Annual Report on Form 10-K and the Company's Quarterly Report on Form 10-Q. Copies of these reports are available at xxxx://xxx.xxx.xxx/, on the Company's "Investor Relations" page at xxxx://xx.xxxxxxxxxxxxxxxxx.xxx/, and upon request to the Company. In addition, you Participants should be aware that the Australian dollar value of any Shares acquired at vesting under the Plan will be affected by the U.S. dollar/Australian dollar exchange rate. Participation in the Plan involves certain risks related to fluctuations in this rate of exchange. Common Stock Common stock Ordinary Shares. Ordinary shares of a U.S. corporation is an Irish public limited company are analogous to ordinary shares of an Australian corporation. Dividends Each holder of the ordinary shares is entitled to one vote for every share held. Under Irish law, dividends and distributions may only be made from “distributable reserves.” Distributable reserves, broadly, means the accumulated realized profits of the Company less accumulated realized losses. In addition, no distribution or dividend may be made unless the Company’s net assets are equal to, or in excess of, the aggregate of its share capital which has been paid up or which is payable in the future plus undistributable reserves and the distribution does not reduce the Company’s net assets below such aggregate. Undistributable reserves include the share premium account, the capital redemption reserve fund and the amount by which the Company’s net unrealized profits and any other reserve which the Company is prohibited from distributing. The determination as to whether or not the Company has sufficient distributable reserves to fund a dividend must be made by reference to “relevant accounts” of the Company. The “relevant accounts” will be either the last set of unconsolidated annual audited financial statements or unaudited financial statements prepared in accordance with the Irish Companies Acts and Generally Accepted Accounting Principles in Ireland, which give a “true and fair view” of the Company’s unconsolidated financial position. The relevant accounts must be filed in the Companies Registration Office (the official public registry for companies in Ireland). The mechanism as to who declares a dividend and when a dividend becomes payable is governed by the Company’s articles of association. The articles of association authorize the directors to declare such dividends as appear justified from the Company’s profits without the approval of the shareholders at a general meeting. The board of directors may also recommend a dividend to be approved and declared by the shareholders at a general meeting. Although the shareholders may direct that the payment be made by distribution of assets, shares or cash, no dividend issued may exceed the amount recommended by the directors. The dividends declared by directors or shareholders may be paid in the form of assets, shares or cash. The Company’s directors may deduct from any dividend payable to any shareholders all sums of money (if any) payable by such shareholder in relation to the Company’s shares. The Company’s directors are also entitled to issue shares with preferred rights to participate in dividends declared by the Company. The holders of such preferred shares may, depending on their terms, be entitled to claim arrears of a declared dividend out of subsequently declared dividends in priority to ordinary shareholders. Ascertaining the Market Price of the Shares out of any funds Participant may ascertain the current market price of the Company legally available for dividends at the discretion of the Board. The Shares are Company’s ordinary shares as traded on the Nasdaq New York Stock Exchange in the United States of America at xxxx://xxx.xxxx.xxx under the symbol "KHC“IR." The Australian dollar equivalent of that price can be obtained at: http:///xxx.xxx.xxx.xx/xxxxxxxxxx/xxxxxxxxx/xxxxxxxx-xxxxx.xxxx. This is not a prediction of what the market price of the Company’s ordinary shares will be on any applicable Vesting Date or when Shares are not liable issued to any further calls for payment Participant or of capital or for other assessment by the Company and have no sinking fund provisions, pre-emptive rights, conversion rights or redemption provisionsapplicable exchange rate at such time.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Ingersoll-Rand PLC)

Additional Risk Factors for Australian Residents. You The Participant should have regard to risk factors relevant to investment in securities generally and, in particular, to the holding of Shares. For example, the price at which Shares are an individual Share is quoted on the Nasdaq New York Stock Exchange (the “NYSE”) may increase or decrease due to a number of factors. There is no guarantee that the price of the Shares a Share will increase. Factors which that may affect the price of the Shares include fluctuations in the domestic and international market for listed stocks, general economic conditions, including interest rates, inflation rates, commodity and oil prices, changes to government fiscal, monetary or regulatory policies, legislation or regulation, the nature of the markets in which the Company operates and general operational and business risks. More information about potential factors that could affect the Company's ’s business and financial results is will be included in the Company's ’s most recent Annual Report on Form 10-K and the Company's ’s Quarterly Report on Form 10-Q. Copies of these reports are available at xxxx://xxx.xxx.xxx/www.sec.xxx, on the xx xxx Company's "Investor Relations" ’s investor’s page at xxxx://xx.xxxxxxxxxxxxxxxxx.xxx/https://xx.xxxxxx.xxx/xxxxxxxxx-reporting/sec-filings, and upon request to the Company. In addition, you the Participant should be aware that the Australian dollar (“AUD”) value of any Shares acquired at vesting under the Plan will be affected by the U.S. dollarUSD/Australian dollar AUD exchange rate. Participation in the Plan involves certain risks related to fluctuations in this rate of exchange. Common Stock in a U.S. Corporation. Common stock of a U.S. corporation is analogous to ordinary shares of an Australian corporation. Each holder of a Share is entitled to one vote. Dividends may be paid on the Shares out of any funds of the Company legally available for dividends at the discretion of the Board. The Shares are traded on Further, the Nasdaq in the United States of America under the symbol "KHC." The Shares are not liable to any further calls for payment of capital or for other assessment by the Company and have no sinking fund provisions, pre-emptive rights, conversion rights or redemption provisions.

Appears in 1 contract

Samples: Performance Share Unit Agreement (Hilton Worldwide Holdings Inc.)

Additional Risk Factors for Australian Residents. You Participants should have regard to risk factors relevant to investment in securities generally and, in particular, to the holding of Shares. For example, the price at which Shares the Company’s ordinary shares are quoted on the Nasdaq New York Stock Exchange may increase or decrease due to a number of factors. There is no guarantee that the price of the Shares ordinary shares will increase. Factors which may affect the price of Shares ordinary shares include fluctuations in the domestic and international market for listed stocks, general economic conditions, including interest rates, inflation rates, commodity and oil prices, changes to government fiscal, monetary or regulatory policies, legislation or regulation, the nature of the markets in which the Company operates and general operational and business risks. More information about potential factors that could affect the Company's business and financial results is included in the Company's most recent Annual Report on Form 10-K and the Company's Quarterly Report on Form 10-Q. Copies of these reports are available at xxxx://xxx.xxx.xxx/, on the Company's "Investor Relations" page at xxxx://xx.xxxxxxxxxxxxxxxxx.xxx/, and upon request to the Company. In addition, you Participants should be aware that the Australian dollar value of any Shares acquired at vesting under the Plan will be affected by the U.S. dollar/Australian dollar exchange rate. Participation in the Plan involves certain risks related to fluctuations in this rate of exchange. Common Stock Common stock Ordinary Shares. Ordinary shares of a U.S. corporation is an Irish public limited company are analogous to ordinary shares of an Australian corporation. Dividends Each holder of the ordinary shares is entitled to one vote for every share held. Under Irish law, dividends and distributions may only be made from “distributable reserves.” Distributable reserves, broadly, means the accumulated realized profits of the Company less accumulated realized losses. In addition, no distribution or dividend may be made unless the Company’s net assets are equal to, or in excess of, the aggregate of its share capital which has been paid up or which is payable in the future plus undistributable reserves and the distribution does not reduce the Company’s net assets below such aggregate. Undistributable reserves include the share premium account, the capital redemption reserve fund, the Company’s net unrealized profits and any other reserve which the company is prohibited from distributing. The determination as to whether or not the Company has sufficient distributable reserves to fund a dividend must be made by reference to the “relevant accounts” of the Company. The “relevant accounts” will be either the last set of the Company’s unconsolidated annual audited financial statements or unaudited financial statements prepared in accordance with the Irish Companies Acts and Generally Accepted Accounting Principles in Ireland, which give a “true and fair view” of the Company’s unconsolidated financial position. The relevant accounts must be filed in the Companies Registration Office (the official public registry for companies in Ireland). The mechanism as to who declares a dividend and when a dividend becomes payable is governed by the Company’s articles of association. The articles of association authorize the directors to declare dividends as appear justified from the profits without the approval of the shareholders at a general meeting. The Company’s board of directors may also recommend a dividend to be approved and declared by the shareholders at a general meeting. Although the shareholders may direct that the payment be made by distribution of assets, shares or cash, no dividend issued may exceed the amount recommended by the directors.The dividends declared by directors or shareholders may be paid on in the Shares out form of any funds of the Company legally available for dividends at the discretion of the Boardassets, shares or cash. The Shares Company’s ordinary shares are traded on the Nasdaq New York Stock Exchange in the United States of America under the symbol "KHC“ALLE”." The Shares are not liable to any further calls for payment of capital or for other assessment by the Company and have no sinking fund provisions, pre-emptive rights, conversion rights or redemption provisions.

Appears in 1 contract

Samples: Performance Stock Unit Award Agreement (Allegion PLC)

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