ADR Amendment. (a) The first sentence of paragraph (1) of the form of ADR attached as Exhibit A to the Deposit Agreement and in each of the ADRs issued and outstanding under the terms of the Deposit Agreement is hereby amended as of the Effective Date by deleting such sentence in its entirety and inserting the following in its stead: “This American Depositary Receipt is one of an issue (herein called the “ADRs”), all issued and to be issued upon the terms and conditions set forth in the Deposit Agreement, dated as of March 25, 2010, as amended by Amendment No. 1 to Deposit Agreement, dated as of May 12, 2021 (as so amended and as further amended and supplemented from time to time, the “Deposit Agreement”), by and among the Company, the Depositary, and all Holders and Beneficial Owners from time to time of ADSs issued thereunder.”
(b) Article (17) of the form of ADR attached as Exhibit A to the Deposit Agreement and in each of the ADRs issued and outstanding under the terms of the Deposit Agreement is hereby amended as of the Effective Date by deleting the third paragraph and inserting the following in its stead: “The Depositary has been advised by the Company that under the Articles of Association of the Company in effect as of the date of the Deposit Agreement (i) voting at any meeting of shareholders is by a poll, (ii) at an in person shareholders meeting, the chairman of the meeting may in good faith, allow a resolution which relates purely to a procedural or administrative matter (as defined in the Articles of Association) to be voted on by a show of hands in which case every shareholder present in person (or being a corporation, is present by a duly authorized representative) or by proxy shall have one vote, and (iii) shareholders may, subject to certain conditions defined in the Articles of Association, demand a poll for the vote of procedural or administrative matters.”
(c) Article (25) of the form of ADR attached as Exhibit A to the Deposit Agreement and in each of the ADRs issued and outstanding under the terms of the Deposit Agreement is hereby amended as of the Effective Date by deleting such Article in its entirety and inserting the following in its stead:
ADR Amendment. The first sentence of paragraph (1) of the form of ADR attached as Exhibit A to the Deposit Agreement and in each of the ADRs issued and outstanding under the terms of the Deposit Agreement is hereby amended as of the Effective Date by deleting such sentence in its entirety and inserting the following in its stead: "This American Depositary Receipt is one of an issue of American Depositary Receipts (“ADRs”), all issued and to be issued upon the terms and conditions set forth in the Amended and Restated Deposit Agreement, dated as of August 1, 2014, as amended by Amendment No. 1 to the Amended and Restated Deposit Agreement, dated as of July 1, 2015 (as so amended, and as further amended and supplemented from time to time, the "Deposit Agreement"), by and among the Company, the Depositary and all Holders and Beneficial Owners from time to time of the ADSs issued thereunder."
ADR Amendment. 4 SECTION 3.02 Deregistration of Securities.................................................. 5
ADR Amendment. The form of ADR attached as Exhibit A to the Deposit Agreement and each of the ADRs issued and outstanding under the terms of the Deposit Agreement is hereby amended as of the Effective Date by:
(a) deleting the first sentence of paragraph (1) thereof in its entirety and inserting the following in its stead: “This American Depositary Receipt is one of an issue of American Depositary Receipts (“Receipts” or “ADRs”), all issued and to be issued upon the terms and conditions set forth in the Amended and Restated Deposit Agreement, dated as of September 29, 2000, by and among the Company, the Depositary and all Holders and Beneficial Owners from time to time of American Depositary Shares (“ADSs”) evidenced by ADRs, as supplemented by a letter agreement, dated as of February 1, 2001, by and between the Company and the Depositary, and as further supplemented by a letter agreement, dated as of September 25, 2003, by and between the Company and the Depositary, and as amended by Amendment No. 1 to the Amended and Restated Deposit Agreement, dated as of April 6, 2006, by and between the Company and the Depositary, and as further amended by Amendment No. 2 to the Amended and Restated Deposit Agreement, dated as of November 27, 2006, by and between the Company and the Depositary (as so amended and supplemented and as further amended and supplemented from time to time, the “Deposit Agreement”), with each Holder and Beneficial Owner from time to time of ADSs evidenced by ADRs, by accepting an ADS, becoming bound by all the terms and provisions thereof.”
(b) deleting paragraph (10) thereof in its entirety and inserting the following in its stead:
ADR Amendment. The first sentence of paragraph (1) of the form of ADR attached as Exhibit A to the Deposit Agreement and in each of the ADRs issued and outstanding under the terms of the Deposit Agreement is hereby amended as of the Effective Date by deleting such sentence in its entirety and inserting the following in its stead: "This American Depositary Receipt is one of an issue (the "ADR"), all issued and to be issued upon the terms and conditions set forth in the Deposit Agreement, dated as of September 4, 2001, as amended by the Letter Agreement, dated as of November 15, 2006, as further amended by Amendment to Deposit Agreement, dated as of ________, 2007 (as so amended and as further amended and supplemented from time to time, the "Deposit Agreement"), by and among the Company, the Depositary and all Holders and Beneficial Owners from time to time of American Depositary Shares evidenced by ADRs issued thereunder, each of whom by accepting an ADR becomes bound by all the terms and provisions thereof."
ADR Amendment. The first sentence of paragraph (1) of the form of ADR attached as Exhibit A to the Deposit Agreement and in each of the ADRs issued and outstanding under the terms of the Deposit Agreement as of the Effective Date is hereby amended as of the Effective Date by deleting such sentence in its entirety and inserting the following in its stead: "This American Depositary Receipt is one of an issue ("Receipts"), all issued and to be issued upon the terms and conditions set forth in the Second Amended and Restated Deposit Agreement, dated as of June 1, 1998, as amended by Amendment No. 1 to Deposit Agreement, dated as of _______ __, 2009 (as so amended and as further amended and supplemented from time to time, the "Deposit Agreement"), by and among the Issuer, the Depositary and all Owners and holders from time to time of the Receipts issued thereunder, each of whom by accepting a Receipt agrees to become a party thereto and become bound by all the terms and provisions thereof."
ADR Amendment. The first sentence of paragraph (1) of the form of ADR attached as Exhibit A to the Deposit Agreement and in each of the ADRs issued and outstanding under the terms of the Deposit Agreement is hereby amended as of the Effective Date by deleting such sentence in its entirety and inserting the following in its stead: "This American Depositary Receipt is one of an issue of American Depositary Receipts (herein called the "Receipts"), all issued and to be issued upon the terms and conditions set forth in the Second Amended and Restated Deposit Agreement, dated as of August 1, 2002, as supplemented by letter agreement, dated November 16, 2007 and as supplemented and amended by Amendment No. 1 To Second Amended and Restated Deposit Agreement, dated as of [Date], 2009 (as so amended and supplemented, and as further amended and supplemented from time to time, the "Deposit Agreement"), by and among the Company, the Depositary and all Holders and Beneficial Owners from time to time of American Depositary Shares evidenced by ADRs issued thereunder."
ADR Amendment x SECTION 3.02. Amendment............................................... xi SECTION 3.03. Voting by Electronic Means and Electronic Accessibility to Materials.......................................... xi TABLE OF CONTENTS (Continued)
ADR Amendment. The. form of ADR attached as Exhibit A to the Deposit Agreement and each of the ADRs issued and outstanding under the terms of the Deposit Agreement is hereby amended as of the Effective Date by:
(a) deleting the form of legend to be used on certain Receipts set forth on the face thereof in its entirety and inserting the following in its stead: “FORM OF DIVIDEND LEGEND TO BE USED ON CERTAIN RECEIPTS This Receipt evidences the right to receive Shares that were issued as of ______ and that we are entitled to reduce dividends with respect to dividend payment for fiscal year 20_____. The Holder of the Receipt will be entitled to dividends only in proportion to the known day which such Shares were outstanding in fiscal year 20_____. The Holder of this Receipt will be entitled to full dividend rights beginning with dividends paid with respect to the fiscal year 20__.”
(b) deleting the first paragraph thereof in its entirety and inserting the following in its stead: “Citibank, N.A., a national banking association organized under the laws of the United States of America, as depositary (the “Depositary”), hereby certifies that __________ is the owner of American Depositary Shares (“American Depositary Shares”) representing the right to receive deposited Shares of capital stock of Telefonica S.A. of 1.00 euro nominal value each (“Shares”), or evidence of rights to receive such Shares of Telefonica S.A., a corporation organized under the laws of the Kingdom of Spain (the “Company”). At the date hereof, each American Depositary Share represents the right to receive three Shares deposited under the Deposit Agreement (hereinafter defined) with the Custodian (as defined in the Deposit Agreement).”
(c) deleting the address of the Depositary on the face thereof and inserting 300 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000
(d) deleting the first sentence of paragraph (!) thereof in its entirety and inserting the following in its stead: “This American Depositary Receipt is one of an issue of American Depositary Receipts (“Receipts”), all issued and to be issued upon the terms and conditions set forth in the Deposit Agreement, dated as of November 13, 1996, as amended by Amendment No. 1 to Deposit Agreement, dated as of December 3. 1999, as further amended by Amendment No. 2 to Deposit Agreement, dated as of June 23, 2000 and as further amended by Amendment No. 3 to Deposit Agreement, dated as of ___, 2007 (as so amended and as further amended and supplemented from...
ADR Amendment. The form of ADR attached as Exhibit A to the Amended and Restated Deposit and each of the ADRs issued and outstanding under the terms of the Amended and Restated Deposit Agreement is hereby amended as of the Effective Date by, inter alia:
(a) Deleting the address of the Depositary in the first paragraph on the face hereof and at after the signatures on the face thereof and inserting in both places 388 Greenwich Street, 14th Floor, New York, New York 10013.
(x) Xxxxxxxx xxx xxxxxxx xxxxx xx xxx xxxxx xxxxxraph on the face hereof and inserting 0.25 (euro).
(c) Deleting the first sentence of paragraph (1) thereof in its entirety and inserting the following in its stead: "This American Depositary Receipt is one of an issue (herein called the Receipts), all issued and to be issued upon the terms and conditions set forth in the Amended and Restated Deposit Agreement, dated as of November 19, 1997, as amended by Amendment No. 1 to Amended and Restated Deposit Agreement, dated as of September 26, 2007 (as so amended and as further amended and supplemented from time to time, the "Deposit Agreement"), by and among the Company, the Depositary and all Holders and Beneficial Owners from time to time of American Depositary Shares evidenced by Receipts issued thereunder, each of whom by accepting a Receipt becomes bound by all the terms and provisions thereof."
