ADR Amendments Clause Samples
ADR Amendments. (a) The phrase in the top, right-hand corner of the first page 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-five (25) fully paid ordinary shares, nominal value £0.04 per share)”
(b) The second sentence of the introductory paragraph of the first page 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-five (25) Shares deposited under the Deposit Agreement (as hereinafter defined) with the Custodian, which at the date of execution of the Deposit Agreement is Citibank, N.A., London Branch (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 (“ADRs”), all issued and to be issued upon the terms and conditions set forth in the Deposit Agreement, dated as of October 2, 2017, as amended by Amendment No. 1 to Deposit Agreement, dated as of April 16, 2024 (as 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.”
(d) Paragraph (26) 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 paragraph in its entirety and inserting the following in its stead:
ADR Amendments. 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 are hereby amended as of the Effective Date as follows:
(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 (“Receipts” or “ADRs”), all issued and to be issued upon the terms and conditions set forth in the Deposit Agreement, dated as of June 12, 2007, as amended by Amendment No. 1 to Deposit Agreement, dated as of [●] [●], 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 of ADSs issued thereunder, with each Holder and Beneficial Owner of ADSs, by accepting an ADS, becoming bound by all the terms and provisions thereof.”
(b) Paragraph (10) of the form of ADR attached as Exhibit A to the Deposit Agreement and in each of the ADRs issued and outstanding is hereby amended as of the Effective Date by deleting such section in its entirety and inserting the following in its stead:
ADR Amendments. Paragraph (18) 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:
ADR Amendments. (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 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 28, 2011, as amended by Amendment No. 1 to Amended and Restated Deposit Agreement, dated as of [·], 2023, as the same may be amended from time to time in accordance with its terms (the “Deposit Agreement”), by and among the Company, the Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Shares issued thereunder.”
ADR Amendments. (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 (“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 Amended and Restated Deposit Agreement, dated as of July 1, 2015, and as further amended by Amendment No. 2 to Amended and Restated Deposit Agreement, dated as of [·], 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) Paragraph (18) 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 paragraph in its entirety and inserting the following in its stead:
ADR Amendments. (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 Second Amended and Restated Deposit Agreement, dated as of August 18, 2017, as amended by Amendment No. 1 to the Second Amended and Restated Deposit Agreement, dated as of [·], 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.”.
(b) Paragraph (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 such Article in its entirety and inserting the following in its stead: “The Company has informed the Depositary that, pursuant to the terms of Brazilian law and its Estatuto Social, the Company may, in certain circumstances, (i) restrict the transfers of the Shares where such transfers may result in the direct or indirect ownership of Shares or voting rights by a single owner, or group of owners, exceeding the limits imposed by applicable Brazilian law and/or the Estatuto Social of the Company, (ii) remove or restrict the voting rights accruing to a single owner of Shares, or group of owners of Shares, where the voting rights of the owners of such Shares exceed the limits imposed by applicable Brazilian law and/or the Estatuto Social of the Company, and (iii) impose a compulsory offer by the Company to repurchase Shares owned by a single owner, or group of owners, that exceed the limits set forth by applicable Brazilian law and/or in the Estatuto Social of the Company, at a purchase price determined in accordance with applicable Brazilian law and/or the Estatuto Social of the Company. The Company has further informed the Depositary that Brazilian law and its Estatuto Social may, in certain circumstances, prohibit shareholder agreements entered into which could have the effect of exceeding the limits imposed by Brazilian law and/or the Estatuto Social of the Company ...
ADR Amendments. (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 Receipts), all issued and to be issued upon the terms and conditions set forth in the Deposit Agreement, dated as of April 13, 2015, as amended by Amendment No. 1 to Deposit Agreement, dated as of July 31, 2018, as further amended by Amendment No. 2, dated as of May 19, 2020, and as further amended by Amendment No. 3, dated as of [·], 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 the Receipts issued thereunder, each of whom by accepting a Receipt becomes bound by all the terms and provisions thereof.”
(b) Paragraph (24) 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 paragraph in its entirety and inserting the following in its stead:
ADR Amendments. (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 (“Receipts”), all issued and to be issued upon the terms and conditions set forth in the Deposit Agreement, dated as of May 29, 2002, as amended by Amendment No. 1 to Deposit Agreement, dated as of February 15, 2006, and as amended by Amendment No. 2 to Deposit Agreement dated as of [·], 2020 (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 (“ADSs”) evidenced by Receipts issued thereunder, each of whom by accepting an ADS (or an interest therein) agrees to become a party thereto and becomes bound by all the terms and provisions thereof.”.
ADR Amendments. (a) 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 hereof, each ADS represents the right to receive fifteen (15) Shares deposited under the Deposit Agreement (as hereinafter defined) with the Custodian, which at the date of execution of the Deposit Agreement was Citibank, N.A. - Hong Kong (the “Custodian”).”
(b) 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 Deposit Agreement, dated as of May 4, 2011, as amended by Amendment No. 1 to the Deposit Agreement, dated as of February 6, 2017 (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.”
ADR Amendments. (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: