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:
Appears in 3 contracts
Samples: Deposit Agreement, Deposit Agreement, Deposit Agreement
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 by:
(a) deleting such sentence the preamble to Exhibit A in its entirety and inserting replacing the following in its stead:
X. The Depositary's principal executive office is located at 300 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, U.S.A."
(b) deleting the first sentence to Section 1 of Exhibit A in its entirety and replacing the following in its stead: “"This American Depositary Receipt is one of an issue of American Depositary Receipts (herein called the “"ADRs”" or "Receipts"), all issued and to be issued upon the terms and conditions set forth in the Amended and Restated Deposit Agreement, dated as of March 25June 29, 20101998, as amended by Amendment No. 1 to Amended and Restated Deposit Agreement, dated as of May 12January 5, 2021 1999, as amended by Amendment No. 2 to Amended and Restated 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, Depositary and all Holders and Beneficial Owners from time to time of ADSs issued thereunderADSs, each of whom by accepting an ADS becomes bound by all the terms and provisions thereof.”"
(bc) Article (17) adding the following new paragraph to Section 1 of Exhibit A: "All capitalized terms used herein which are not otherwise defined herein shall have the meanings ascribed thereto in the Deposit Agreement. The Depositary makes no representation or warranty as to the validity or worth of the form of ADR attached as Exhibit A to Deposited Securities. The Depositary has made arrangements for the Deposit Agreement and in each acceptance of the ADRs issued ADSs into DTC. Each Beneficial Owner of ADSs held through DTC must rely on the procedures of DTC and outstanding under the terms DTC participants to exercise and be entitled to any rights attributable to such ADSs."
(d) deleting paragraph 10 of the Deposit Agreement is hereby amended as of the Effective Date by deleting the third paragraph Schedule A in its entirety and inserting replacing the following in its stead: “The Depositary "Title to Receipts. It is a condition of this Receipt, and every successive Holder of this Receipt by accepting or holding the same consents and agrees, that title to this Receipt (and to each Certificated ADS evidenced hereby) shall be transferable upon the same terms as a certificated security under the laws of the State of New York, provided that, in the case of Certificated ADSs, the Receipt has been advised properly endorsed or is accompanied by properly executed instruments of transfer; provided, however, that until a Receipt shall be transferred on the Company that under the Articles of Association books of the Company Depositary as provided in effect as of the date Section 2.04 of the Deposit Agreement (i) voting at any meeting of shareholders is by a poll, (ii) at an in person shareholders meetingAgreement, the chairman Depositary, notwithstanding any notice to the contrary, may treat the Holder registered on the books of the meeting may in good faithDepositary at such time, allow a resolution which relates purely to a procedural or administrative matter (as defined in the Articles absolute owner of Association) to be voted on by a show of hands in which case every shareholder present in person the Receipt (or being a corporation, is present by a duly authorized representativerepresentative of the Beneficial Owner of the Certificated ADSs evidenced thereby) 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 purpose of procedural determining the person entitled to distribution of dividends or administrative matters.”
(c) Article (25) of the form of ADR attached as Exhibit A other distributions or to any notice provided for in 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:for all other purposes."
Appears in 2 contracts
Samples: Amended and Restated Deposit Agreement (Kyocera Corp), Amended and Restated Deposit Agreement (Kyocera Corp)
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 of American Depositary Receipts (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 25July 5, 20102006, as amended by Amendment No. 1 to Deposit Agreement, dated as of May 12October 30, 2021 2009 (as so amended and as further amended and supplemented from time to time, the “"Deposit Agreement”"), by and among the Company, the Depositary, Depositary and all Holders and Beneficial Owners from time to time of ADSs issued thereunderADSs.”
(b) Article (17) Paragraph 23 of the form of ADR attached as Exhibit A to the Deposit Agreement and in of 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 the third paragraph such sentence in its entirety and inserting the following in its stead: “The Depositary has been advised shall, at any time at the written direction of the Company, terminate the Deposit Agreement by distributing notice of such termination to the Holders of all ADSs then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. If ninety (90) days shall have expired after (i) the Depositary shall have delivered to the Company that under a written notice of its election to resign, or (ii) the Articles of Association Company shall have delivered to the Depositary a written notice of the Company in effect as removal of the Depositary, and, in either case, a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 of the Deposit Agreement, the Depositary may terminate the Deposit Agreement by distributing notice of such termination to the Holders of all ADSs then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. The date so fixed for termination of the Deposit Agreement in any termination notice so distributed by the Depositary to the Holders of ADSs is referred to as the “Termination Date”. Until the Termination Date, the Depositary shall continue to perform all of its obligations under the Deposit Agreement, and the Holders and Beneficial Owners will be entitled to all of their rights under the Deposit Agreement. If any ADSs shall remain outstanding after the Termination Date, the Registrar and the Depositary shall not, after the Termination Date, have any obligation to perform any further acts under the Deposit Agreement, except that the Depositary shall, subject, in each case, to the terms and conditions of the Deposit Agreement, continue to (i) voting at any meeting of shareholders is by a pollcollect dividends and other distributions pertaining to Deposited Securities, (ii) at an sell securities and other property received in person shareholders meetingrespect of Deposited Securities, (iii) deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any securities or other property, in exchange for ADSs surrendered to the Depositary (after deducting, or charging, as the case may be, in each case, the chairman fees and charges of, and expenses incurred by, the Depositary, and all applicable taxes or governmental charges for the account of the meeting may Holders and Beneficial Owners, in good faith, allow a resolution which relates purely to a procedural or administrative matter (as defined each case upon the terms set forth in Section 5.9 of 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 voteDeposit Agreement), and (iiiiv) shareholders maytake such actions as may be required under applicable law in connection with its role as Depositary under the Deposit Agreement. At any time after the Termination Date, subject to certain conditions defined in the Articles of Association, demand a poll for Depositary may sell the vote of procedural or administrative matters.”
(c) Article (25) of the form of ADR attached as Exhibit A to Deposited Securities then held under the Deposit Agreement and shall after such sale hold un-invested the net proceeds of such sale, together with any other cash then held by it under the Deposit Agreement, in an un-segregated account and without liability for interest, for the pro-rata benefit of the Holders whose ADSs have not theretofore been surrendered. The Depositary intends to sell all of the Deposited Securities held after the Termination Date to eBay KTA (UK) Ltd. at a price of $24.00 per Deposited Security (from which Korean withholding tax of 11 ½ % will be withheld) as soon as practicable after the Termination Date. After making any such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement except (i) to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case, the fees and charges of, and expenses incurred by, the Depositary, and all applicable taxes or governmental charges for the account of the ADRs issued Holders and outstanding Beneficial Owners, in each case upon the terms set forth in Section 5.9 of the Deposit Agreement), and (ii) as may be required at law in connection with the termination of the Deposit Agreement. After the Termination Date, the Company shall be discharged from all obligations under the Deposit Agreement, except for its obligations to the Depositary under Sections 5.8, 5.9 and 7.6 of the Deposit Agreement. The obligations under the terms of the Deposit Agreement is hereby amended of Holders and Beneficial Owners of ADSs outstanding as of the Effective Termination Date shall survive the Termination Date and shall be discharged only when the applicable ADSs are presented by deleting such Article in its entirety and inserting their Holders to the following in its stead:Depositary for cancellation under the terms of the Deposit Agreement.”
Appears in 1 contract
ADR Amendment. (a) The phrase in the top, right-hand corner 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 phrase in its entirety and inserting the following in its stead: “American Depositary Shares (each American Depositary Share represents the right to receive two (2) fully paid ordinary shares)”
(b) The second sentence of the introductory paragraph 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: “As of the date of issuance of this ADR, each ADS represents the right to receive two (2) Shares deposited under the Deposit Agreement (as hereinafter defined) with the Custodian, which at the date of issuance of this ADR is Citibank, N.A. - Hong Kong (the “Custodian”).”
(c) 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 ”ADRs“ADRs”), all issued and to be issued upon the terms and conditions set forth in the Deposit Agreement, dated as of March 25November 3, 20102020, and as amended by Amendment No. 1 to the Deposit Agreement, dated as of May 12December 15, 2021 2023 (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:
Appears in 1 contract
ADR Amendment. (a) The phrase in the top, right-hand corner 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 phrase in its entirety and inserting the following in its stead: “American Depositary Shares (each American Depositary Share represents the right to receive two (2) fully paid ordinary shares)”
(b) The second sentence of the introductory paragraph 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: “As of the date of issuance of this ADR, each ADS represents the right to receive two (2) Shares deposited under the Deposit Agreement (as hereinafter defined) with the Custodian, which at the date of issuance of this ADR is Citibank, N.A. - Hong Kong (the ”Custodian“).”
(c) 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 ”ADRs“ADRs”), all issued and to be issued upon the terms and conditions set forth in the Deposit Agreement, dated as of March 25November 3, 20102020, and as amended by Amendment No. 1 to the Deposit Agreement, dated as of May 12[l], 2021 2023 (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:
Appears in 1 contract
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:
Appears in 1 contract
ADR Amendment. (a) The phrase in the top, right-hand corner 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 phrase in its entirety and inserting the following in its stead: “American Depositary Shares (each American Depositary Share representing the right to receive one (1) fully paid ordinary share)”
(b) The second sentence of the introductory paragraph 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: “As of the date of issuance of this ADR, each ADS represents the right to receive one (1) Share deposited under the Deposit Agreement (as hereinafter defined) with the Custodian, which at the date of the execution of the Deposit Agreement was Citibank Europe Plc (the “Custodian”).”
(c) 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 “ADRs”), all issued and to be issued upon the terms and conditions set forth in the Deposit Agreement, dated as of March 25October 24, 20102014, as amended by Amendment No. 1 to the Deposit Agreement, dated as of May 12[l], 2021 2024 (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.”
(bd) Article Paragraph (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 (2526) 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 paragraph in its entirety and inserting the following in its stead:
Appears in 1 contract
ADR Amendment. (a) The first sentence of paragraph Article (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 “ADRsReceipts”), all issued and to be issued upon the terms and conditions set forth in the Deposit Agreement, dated as of March 25April 6, 20102001, as amended and restated by the Amended and Restated Deposit Agreement, dated as of May 7, 2001, as amended by the Letter Agreement, dated as of September 5, 2007, and as further amended by Amendment No. 1 to the Amended and Restated 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, Depositary and all Holders and Beneficial Owners from time to time of ADSs evidenced by Receipts issued thereunder.”.
(b) The first and second paragraphs of Article (172) 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 are hereby amended as of the Effective Date by deleting such paragraphs in their entirety and inserting the following in their stead: “The Holder of this Receipt (and of the ADSs evidenced hereby) shall be entitled to Delivery (at the Custodian’s designated office) of the Deposited Securities at the time represented by the ADS(s) evidenced hereby upon satisfaction of each of the following conditions: (i) the Holder (or a duly authorized attorney of the Holder) has duly Delivered to the Depositary at its Principal Office the ADSs evidenced hereby (and, if applicable, this Receipt) for the purpose of withdrawal of the Deposited Securities represented thereby, (ii) if so required by the Depositary, this Receipt has been properly endorsed in blank or is accompanied by proper instruments of transfer in blank (including signature guarantees in accordance with standard securities industry practice), (iii) if so required by the Depositary, the Holder of the ADSs has executed and delivered to the Depositary a written order directing the Depositary to cause the Deposited Securities being withdrawn to be Delivered to or upon the written order of the person(s) designated in such order, and (iv) all applicable fees and charges of, and reasonable out-of-pocket expenses incurred by, the Depositary and all applicable taxes and governmental charges (as are set forth in Section 5.9 of, and Exhibit B to, the Deposit Agreement) have been paid, subject, however, in each case, to the terms and conditions of this Receipt, of the Deposit Agreement, of the Company’s Articles of Incorporation, of any applicable laws and the rules of SIX SIS, and to any provisions of or governing the Deposited Securities, in each case as in effect at the time thereof. Upon satisfaction of each of the conditions specified above, the Depositary (i) shall cancel the ADSs Delivered to it (and, if applicable, the Receipt evidencing the ADSs so Delivered), (ii) shall direct the Registrar to record the cancellation of the ADSs so Delivered on the books maintained for such purpose, and (iii) shall direct the Custodian to Deliver (without unreasonable delay) at the Custodian’s designated office the Deposited Securities represented by the ADSs so canceled together with any certificate or other document of title for the Deposited Securities, or evidence of the electronic transfer thereof (if available), as the case may be, to or upon the written order of the person(s) designated in the order delivered to the Depositary for such purpose, subject however, in each case, to the terms and conditions of the Deposit Agreement, of this Receipt, of the Articles of Incorporation of the Company, of any applicable laws and the rules of SIX SIS, and to the terms and conditions of or governing the Deposited Securities, in each case as in effect at the time thereof.”.
(c) The third paragraph of Article (6) 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 such paragraph in its entirety and inserting the following in its stead: “The Depositary has been advised by the Company that under the Articles of Association of the Company According to Swiss law, as in effect as of on the date of the Deposit Agreement Agreement, anyone who (directly, indirectly or acting in concert with third parties) acquires or disposes of Shares of the Company (whether held directly or in ADR form) or acquisition or sale rights relating to Shares of the Company and who thereby reaches, exceeds or falls below the thresholds of 3, 5, 10, 15, 20, 25, 331/3, 50, or 662/3 percent of the voting rights of the Company, whether or not such voting rights may be exercised, must notify such holdings to the Company and to the stock exchange(s) on which the Shares are listed. Anyone who has the discretionary power to exercise the voting rights associated with the Shares of the Company in accordance with the preceding sentence is also subject to the notification duty. Financial intermediaries who acquire or dispose of Shares of the Company or acquisition or sale rights relating to Shares of the Company on behalf of third parties are not subject to this notification duty. A group organized pursuant to an agreement or otherwise must comply with the notification duty laid down above as a group. The group must disclose (a) its aggregate shareholdings; (b) the identity of its members; (c) the nature of the arrangement among the group members; and (d) the representatives of the group. The Company is required to publish the information it receives relating to changes in the voting rights. In addition, according to Swiss law, as in effect on the date hereof, anyone who (directly, indirectly or acting in concert with third parties) acquires Shares of the Company (whether held directly or in ADR form) which, added to the Shares of the Company already owned, exceed 331/3 percent of the voting rights of the Company, whether or not such voting rights may be exercised, must make an offer to acquire all listed Shares of the Company to all remaining shareholders of the Company, subject to limited exceptions granted on a case-by-case basis by the Swiss Takeover Board. The offer must be made no later than two months after the percentage threshold has been exceeded and the price offered must at least be as high as the higher of (i) voting at the highest price paid by the offeror for any meeting purchase of shareholders is by a poll, Shares of the Company in the twelve months preceding the announcement of the offer and (ii) at an in person shareholders meeting, the chairman stock exchange price of the meeting may in good faithShares of the Company, allow a resolution which relates purely corresponds to a procedural or administrative matter (as defined in the Articles volume-weighted average price of Association) the on-order-book trades of the last 60 trading days prior to be voted on by a show publication 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 mattersoffer.”.
(cd) Article (2510) 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:
Appears in 1 contract
ADR Amendment. (a) The phrase in the top, right-hand corner 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 phrase in its entirety and inserting the following in its stead: “American Depositary Shares (each American Depositary Share representing the right to receive twenty (20) fully paid Class A Ordinary Shares)”
(b) The second sentence of the introductory paragraph 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: “As of the date of issuance of this ADR, each ADS represents the right to receive twenty (20) Shares deposited under the Deposit Agreement (as hereinafter defined) with the Custodian, which at the date of the execution of the Deposit Agreement was Citibank, N.A. (the “Custodian”).”
(c) 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 “ADRs”), all issued and to be issued upon the terms and conditions set forth in the Deposit Agreement, dated as of March 25September 26, 20102017, as amended by Amendment No. 1 to the Deposit Agreement, dated as of May 12October [·], 2021 2022 (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.”
(bd) Article Paragraph (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 (2526) 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 paragraph in its entirety and inserting the following in its stead:
Appears in 1 contract
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 of American Depositary Receipts (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 25July 5, 20102006, 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, Depositary and all Holders and Beneficial Owners from time to time of ADSs issued thereunderADSs.”
(b) Article (17) Paragraph 23 of the form of ADR attached as Exhibit A to the Deposit Agreement and in of 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 the third paragraph such sentence in its entirety and inserting the following in its stead: “The Depositary has shall, at any time at the written direction of the Company, terminate the Deposit Agreement by distributing notice of such termination to the Holders of all ADSs then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. If ninety (90) days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and, in either case, a successor depositary shall not have been advised appointed and accepted its appointment as provided in Section 5.4 of the Deposit Agreement, the Depositary may terminate the Deposit Agreement by distributing notice of such termination to the Holders of all ADSs then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. The date so fixed for termination of the Deposit Agreement in any termination notice so distributed by the Company that Depositary to the Holders of ADSs is referred to as the “Termination Date”. Until the Termination Date, the Depositary shall continue to perform all of its obligations under the Articles Deposit Agreement, and the Holders and Beneficial Owners will be entitled to all of Association their rights under the Deposit Agreement. If any ADSs shall remain outstanding after the Termination Date, the Registrar and the Depositary shall not, after the Termination Date, have any obligation to perform any further acts under the Deposit Agreement, except that the Depositary shall, subject, in each case, to the terms and conditions of the Company Deposit Agreement, continue to (i) collect dividends and other distributions pertaining to Deposited Securities, (ii) sell securities and other property received in effect respect of Deposited Securities, (iii) deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any securities or other property, in exchange for ADSs surrendered to the Depositary (after deducting, or charging, as the case may be, in each case, the fees and charges of, and expenses incurred by, the Depositary, and all applicable taxes or governmental charges for the account of the Holders and Beneficial Owners, in each case upon the terms set forth in Section 5.9 of the Deposit Agreement), and (iv) take such actions as may be required under applicable law in connection with its role as Depositary under the Deposit Agreement. At any time after the Termination Date, the Depositary may sell the Deposited Securities then held under the Deposit Agreement and shall after such sale hold un-invested the net proceeds of such sale, together with any other cash then held by it under the Deposit Agreement, in an un-segregated account and without liability for interest, for the pro-rata benefit of the Holders whose ADSs have not theretofore been surrendered. The Depositary intends to sell all of the Deposited Securities held after the Termination Date to eBay KTA (UK) Ltd. at a price of $24.00 per Deposited Security, less applicable withholding taxes, as soon as practicable after the Termination Date. It is currently anticipated that 11.5% of the aggregate sale price for the Deposited Securities will be withheld, which amount includes (i) Korean income tax at a rate of 11.0% of the aggregate sale price for the Deposited Securities and (ii) Korean securities transaction tax (which under Korean law applies to a sale of shares of capital stock, but not to a sale of ADSs) at a rate of 0.5% of the aggregate sale price for the Deposited Securities. These Korean withholding taxes will be calculated based on the Korean Won equivalent of the aggregate sale price for the Deposited Securities, using the basic exchange rate quoted by the Seoul Money Brokerage Services, Ltd. for the date of the payment of the sale price to the Depositary. If eBay KTA (UK) Ltd. withholds and pays Korean income and securities transaction taxes to the Korean tax authorities, neither the Depositary nor eBay KTA (UK) Ltd. shall be liable to refund such taxes to any of the Holders and Beneficial Owners. If the Holders and Beneficial Owners who are entitled to claim an exemption from Korean income tax pursuant to the income tax treaty between Korea and the country of their tax residence elect to claim a refund of Korean income tax, such Holders and Beneficial Owners shall be solely responsible for the proceeding to claim a refund and all costs and expenses associated therewith. After making any such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement except (i) voting at any meeting to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case, the fees and charges of, and expenses incurred by, the Depositary, and all applicable taxes or governmental charges for the account of shareholders is by a pollthe Holders and Beneficial Owners, in each case upon the terms set forth in Section 5.9 of the Deposit Agreement), and (ii) as may be required at an law in person shareholders meetingconnection with the termination of the Deposit Agreement. After the Termination Date, the chairman Company shall be discharged from all obligations under the Deposit Agreement, except for its obligations to the Depositary under Sections 5.8, 5.9 and 7.6 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 Agreement. The obligations under the terms of the Deposit Agreement is hereby amended of Holders and Beneficial Owners of ADSs outstanding as of the Effective Termination Date shall survive the Termination Date and shall be discharged only when the applicable ADSs are presented by deleting such Article in its entirety and inserting their Holders to the following in its stead:Depositary for cancellation under the terms of the Deposit Agreement.”
Appears in 1 contract
ADR Amendment. (a) The first sentence of paragraph (1) of the form of ADR attached as Exhibit A to the Amended and Restated Deposit Agreement and in each of the ADRs issued and outstanding under the terms of the Amended and Restated Deposit Agreement is hereby amended as of the F-6 Effective Date by by:
(a) deleting such sentence the introductory article thereof in its entirety and inserting the following in its stead: “"CITIBANK, N.A., a national banking association organized and existing under the laws of the United States of America, as Depositary (herein called the Depositary), hereby certifies that ________ is the owner of ________ American Depositary Shares, representing deposited B shares(such B shares are hereinafter referred to as Shares), of TELEFONAKTIEBOLAGET LM ERICSSON, a public company incorporated under the laws of Sweden (herein called the Company). At the date hereof, each American Depositary Share represents one (1) Share (or evidence of rights to receive one Share) deposited under the Deposit Agreement at the principal Stockholm office either of Skandinaviska Enskilda Banken or of Svenska Handelsbanken (herein called the Custodian or, together, the Custodians). The address of the Depositary's principal executive office is 388 Greenwich Street, New York, Nex Xxxx 00000."
(x) xxxxxxxx xxx xxxxx xentence 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 (herein called the “"Receipts" or "ADRs”"), all issued and to be issued upon the terms and conditions set forth in the Amended and Restated Deposit Agreement, Agreement dated as of March 25September 26, 20101995, as amended by Amendment No. 1 to Amended and Restated Deposit Agreement, dated as of May 12February 10, 2021 (1997, 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:Amendment
Appears in 1 contract
Samples: Amended and Restated Deposit Agreement (Ericsson Lm Telephone Co)
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 by:
(a) deleting such sentence the preamble to Exhibit A in its entirety and inserting replacing the following in its stead: “CITIBANK, N.A., a national banking association organized and existing under the laws of the United States of America, as depositary (the “Depositary”), hereby certifies that is the owner of American Depositary Shares (“ADSs”), representing Common Stock (“Stock”) of Kyocera Corporation (Kyocera Kabushiki Kaisha) (the “Company”), a corporation organized under the laws of Japan. Each ADS represents one (1) share of Stock, at the date hereof, deposited at the main office of The Bank of Tokyo — Mitsubishi UFJ, Ltd. or Sumitomo Mitsui Banking Corporation (the “Custodian”), as agent of the Depositary. The Depositary’s Corporate Agency Office is located at 300 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, X.X.X. The Depositary’s principal executive office is located at 300 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, X.X.X.”
(b) deleting the first sentence of paragraph 1 of Exhibit A in its entirety and replacing the following in its stead: “This American Depositary Receipt is one of an issue of American Depositary Receipts (herein called the “ADRs” or “Receipts”), all issued and to be issued upon the terms and conditions set forth in the Amended and Restated Deposit Agreement, dated as of March 25June 29, 20101998, as amended by Amendment No. 1 to Amended and Restated Deposit Agreement, dated as of May 12January 5; 1999, 2021 as amended by Amendment No. 2 to Amended and Restated Deposit Agreement dated as of December 21, 2007 (as so amended and as further amended and supplemented from time to time, the “Deposit Agreement”), by and among the Company, the Depositary, 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 ADSs, each of the ADRs issued and outstanding under whom by accepting an ADS becomes bound by all 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.provisions thereof,”
(c) Article (25) adding the following new paragraph to paragraph 1 of Exhibit A: “All capitalized terms used herein which are not otherwise defined herein shall have the meanings ascribed thereto in the Deposit Agreement. The Depositary makes no representation or warranty as to the validity or worth of the form Deposited Securities. The Depositary has made arrangements for the acceptance of ADR attached as the ADSs into DTC. Each Beneficial Owner of ADSs held through DTC must rely on the procedures of DTC and the DTC participants to exercise and be entitled to any rights attributable to such ADSs.”
(d) deleting paragraph 10 of 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 replacing the following in its stead:
Appears in 1 contract
Samples: Amended and Restated Deposit Agreement (Citibank,N.A./ADR)
ADR Amendment. (a) The phrase in the top, right-hand corner 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 phrase in its entirety and inserting the following in its stead: “American Depositary Shares (each American Depositary Share representing the right to receive five (5) fully paid Class A ordinary shares)”
(b) The second sentence of the introductory paragraph 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: “As of the date of issuance of this ADR, each ADS represents the right to receive five (5) Shares deposited under the Deposit Agreement (as hereinafter defined) with the Custodian, which at the date of the execution of the Deposit Agreement was Citibank, N.A. – Hong Kong (the “Custodian”).”
(c) 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 “ADRs”), all issued and to be issued upon the terms and conditions set forth in the Deposit Agreement, dated as of March 25September 22, 20102017, and as amended by Amendment No. 1 to the Deposit Agreement, dated as of May 12[·], 2021 2022 (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.”
(bd) Article Paragraph (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 (2526) 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 paragraph in its entirety and inserting the following in its stead:
Appears in 1 contract
ADR Amendment. (a) The phrase in the top, right-hand corner 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 phrase in its entirety and inserting the following in its stead: “American Depositary Shares (each American Depositary Share representing the right to receive twenty (20) fully paid Class A ordinary shares)”
(b) The second sentence of the introductory paragraph 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: “As of the date of issuance of this ADR, each ADS represents the right to receive twenty (20) Shares deposited under the Deposit Agreement (as hereinafter defined) with the Custodian, which at the date of the execution of the Deposit Agreement was Citibank, N.A. – Hong Kong (the “Custodian”).”
(c) 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 “ADRs”), all issued and to be issued upon the terms and conditions set forth in the Deposit Agreement, dated as of March 25September 22, 20102017, as amended by Amendment No. 1 to the Deposit Agreement, dated as of May 1220, 2021 2022, and as further amended by Amendment No. 2 to the Deposit Agreement, dated as of [·], 2023 (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:
Appears in 1 contract
ADR Amendment. (a) The first sentence of paragraph (1) of the form of ADR attached as Exhibit A to the Second Amended and Restated Deposit Agreement and in each of the ADRs issued and outstanding under the terms of the Second Amended and Restated Deposit Agreement is hereby amended as of the Effective Date by by:
(a) deleting such the preamble thereof in its entirety and inserting the following in its stead:
X. The Depositary's principal executive office is located at 300 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. "
(b) 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 (herein called the “"Receipts" or "ADRs”"), all issued and to be issued upon the terms and conditions set forth in the Second Amended and Restated Deposit Agreement, dated as of March 25August 10, 20102001, by and among the Company, the Depositary and all Holders and Beneficial Owners from time to time of ADSs evidenced by Receipts issued thereunder, as amended by Amendment No. 1 to Deposit Agreement, dated as of May 12, 2021 thereto (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 with each Holder and Beneficial Owners Owner 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 evidenced by ADRs, by accepting an ADS, becoming bound by all 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 mattersprovisions thereof.”"
(c) Article deleting the first sentence of paragraph (2511) 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 thereof in its entirety and inserting the following in its stead:: "It is a condition of this Receipt, and every successive Holder of this Receipt by accepting or holding the same consents and agrees, that title to this Receipt (and to each Certificated ADS evidenced hereby) shall be transferable upon the same terms as a certificated security under the laws of the State of New York, provided that, in the case of Certificated ADSs, the Receipt has been properly endorsed or is accompanied by properly executed instruments of transfer."
Appears in 1 contract
Samples: Amendment No. 1 to Second Amended and Restated Deposit Agreement (Energy Co of Minas Gerais)
ADR Amendment. (a) The phrase in the top, right-hand corner 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 phrase in its entirety and inserting the following in its stead: “American Depositary Shares (each American Depositary Share represents the right to receive two (2) fully paid ordinary shares)”
(b) The second sentence of the introductory paragraph 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: “As of the date of issuance of this ADR, each ADS represents the right to receive two (2) Shares deposited under the Deposit Agreement (as hereinafter defined) with the Custodian, which at the date of issuance of this ADR is Citibank, N.A. – Hong Kong (the “Custodian”).”
(c) 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 “ADRs”), all issued and to be issued upon the terms and conditions set forth in the Deposit Agreement, dated as of March 25November 3, 20102020, and as amended by Amendment No. 1 to the Deposit Agreement, dated as of May 12December 15, 2021 2023 (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:
Appears in 1 contract
Samples: Deposit Agreement
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 by:
(a) deleting such sentence the preamble to Exhibit A in its entirety and inserting replacing the following in its stead:
X. The Depositary's principal executive office is located at 300 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, U.S.A."
(b) deleting the first sentence of paragraph 1 of Exhibit A in its entirety and replacing the following in its stead: “"This American Depositary Receipt is one of an issue of American Depositary Receipts (herein called the “"ADRs”" or "Receipts"), all issued and to be issued upon the terms and conditions set forth in the Amended and Restated Deposit Agreement, dated as of March 25June 29, 20101998, as amended by Amendment No. 1 to Amended and Restated Deposit Agreement, dated as of May 12January 5, 2021 1999, as amended by Amendment No. 2 to Amended and Restated 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, Depositary and all Holders and Beneficial Owners from time to time of ADSs issued thereunderADSs, each of whom by accepting an ADS becomes bound by all the terms and provisions thereof.”"
(bc) Article (17) adding the following new paragraph to paragraph 1 of Exhibit A: "All capitalized terms used herein which are not otherwise defined herein shall have the meanings ascribed thereto in the Deposit Agreement. The Depositary makes no representation or warranty as to the validity or worth of the form Deposited Securities. The Depositary has made arrangements for the acceptance of ADR attached as the ADSs into DTC. Each Beneficial Owner of ADSs held through DTC must rely on the procedures of DTC and the DTC participants to exercise and be entitled to any rights attributable to such ADSs."
(d) deleting paragraph 10 of Exhibit A to the Deposit Agreement in its entirety 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 replacing the following in its stead: “The Depositary "Title to Receipts. It is a condition of this Receipt, and every successive Holder of this Receipt by accepting or holding the same consents and agrees, that title to this Receipt (and to each Certificated ADS evidenced hereby) shall be transferable upon the same terms as a certificated security under the laws of the State of New York, provided that, in the case of Certificated ADSs, the Receipt has been advised properly endorsed or is accompanied by properly executed instruments of transfer; provided, however, that until a Receipt shall be transferred on the Company that under the Articles of Association books of the Company Depositary as provided in effect as of the date Section 2.04 of the Deposit Agreement (i) voting at any meeting of shareholders is by a poll, (ii) at an in person shareholders meetingAgreement, the chairman Depositary, notwithstanding any notice to the contrary, may treat the Holder registered on the books of the meeting may in good faithDepositary at such time, allow a resolution which relates purely to a procedural or administrative matter (as defined in the Articles absolute owner of Association) to be voted on by a show of hands in which case every shareholder present in person the Receipt (or being a corporation, is present by a duly authorized representativerepresentative of the Beneficial Owner of the Certificated ADSs evidenced thereby) 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 purpose of procedural determining the person entitled to distribution of dividends or administrative matters.”
(c) Article (25) of the form of ADR attached as Exhibit A other distributions or to any notice provided for in 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:for all other purposes."
Appears in 1 contract
Samples: Amended and Restated Deposit Agreement (Kyocera Corp)