AMENDMENTS TO DEPOSIT AGREEMENT AND ADRS. SECTION 2.01. All references in the Deposit Agreement to the term "Deposit Agreement" shall, as of the date hereof, refer to the Deposit Agreement as further amended by this Amendment.
SECTION 2.02. Each ADS shall represent five Shares, effective as of the close of business on August 16, 2021 (the “Effective Date”).
SECTION 2.03. The form of ADR, reflecting the amendment set forth in this Article II, is amended and restated to read as set forth in Exhibit A hereto.
AMENDMENTS TO DEPOSIT AGREEMENT AND ADRS. SECTION 2.01. All references in the Deposit Agreement to the term "Deposit Agreement" shall, as of the date hereof, refer to the Deposit Agreement, dated as of December 11, 2007 as amended by this Amendment.
SECTION 2.02. The first three sentences of Section 3 of the Deposit Agreement are replaced with the following: In connection with the deposit of Shares hereunder, the Depositary or the Custodian shall require a written order, in a form satisfactory to the Depositary, directing the Depositary to issue to, or upon the written order of, the person or persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares (a "Delivery Order"). Shares presented for deposit shall, at the time of such deposit, be registered in the name of JPMorgan Chase Bank, N.A., as depositary for the benefit of holders of ADRs or in such other name as the Depositary shall direct. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary for the benefit of Holders of ADRs (to the extent not prohibited by law) at such place or places and in such manner as the Depositary shall determine.
SECTION 2.03. Section 8 of the Deposit Agreement is amended by replacing "City of New York" with "United States".
SECTION 2.04. The following paragraph is inserted at the end of Section 9 of the Deposit Agreement: Notwithstanding anything to the contrary contained in this Deposit Agreement (including the ADRs) and subject to the penultimate sentence of paragraph (14) of the form of ADR, the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that any Holder has incurred liability directly as a result of the Custodian having (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located.
SECTION 2.05. Section 12 of the Deposit Agreement is amended by replacing "appointed" with "appointed, subject to paragraph (14) of the form of ADR" at the conclusion thereof.
SECTION 2.06. The following is inserted immediately after the first sentence of Section 15 of the Deposit Agreement: At the reasonable request of the Depositary when ...
AMENDMENTS TO DEPOSIT AGREEMENT AND ADRS. SECTION 2.01. All references in the Deposit Agreement to the term “Deposit Agreement” shall, as of and effective from and after the Effective Time (as defined below), refer to the Deposit Agreement as further amended by this Amendment.
SECTION 2.02. The address of the Depositary set forth in Section 16(a) of the Deposit Agreement is deleted and replaced with the following:
(a) JPMorgan Chase Bank, N.A. 000 Xxxxxxx Xxxxxx, Xxxxx 00 New York, New York, 10179 Attention: Depositary Receipts Group Fax: (000) 000-0000”
SECTION 2.03. Each ADS shall represent ten (10) Shares (the “ADR Ratio Change”) effective as of the open of trading of the ADSs on the Nasdaq Global Select Market on January 10, 2024 (U.S. Eastern Time) (the “Effective Time”).
SECTION 2.04. The title and first two paragraphs of Paragraph (2) on page A-2 contained in the form of ADR attached as Exhibit A to the Deposit Agreement and all outstanding ADRs is replaced in its entirety immediately prior to the third and final paragraph of Paragraph (1) that is to remain in the form of ADR:
AMENDMENTS TO DEPOSIT AGREEMENT AND ADRS. Section 2.01. Section 17(a) of the Deposit Agreement is amended to read as follows:
(a) JPMorgan Chase Bank, N.A. 4 Nxx Xxxx Xxxxx, Xxxxx 00 Xxx Xxxx, Xxx Xxxx, 00000 Attention: Depositary Receipts Group Fax: (000) 000-0000
Section 2.02. Paragraph (7) of the form of ADR and all outstanding ADRs is amended by replacing the second reference to "U.S.$0.02" contained therein with "U.S.$0.04".
Section 2.03. The form of ADR, and all outstanding ADR, each after giving effect to this Amendment, shall be in the form attached hereto as Exhibit A.
AMENDMENTS TO DEPOSIT AGREEMENT AND ADRS. SECTION 2.01. All references in the Deposit Agreement to the term "Deposit Agreement" shall, as of the date hereof, refer to the Deposit Agreement (as defined above) as amended by this Amendment.
SECTION 2.02. All references in the Deposit Agreement to “the penultimate sentence of paragraph (14) of the form of ADR” are amended to read “the further limitations set forth in subparagraph (p) of paragraph (14) of the form of ADR”.
SECTION 2.03. Subsection (c)(iv) of paragraph (7) of the form of ADR, and all outstanding ADRs, is deleted and an “and” is inserted after subsection (c)(ii) thereof.
SECTION 2.04. The following is inserted immediately after subsection (c) of paragraph (7) of the form of ADR, and all outstanding ADRs, with the current subsections (d) and (e) being relettered as subsection (e) and (f) respectively:
AMENDMENTS TO DEPOSIT AGREEMENT AND ADRS. SECTION 2.01. All references in the Deposit Agreement to the term “Deposit Agreement” shall, as of the date hereof, refer to the Deposit Agreement as further amended by this Amendment.
SECTION 2.02. All references in the Deposit Agreement to the term “Company” shall be references to Evotec SE (formerly known as Evotec Aktiengesellschaft), a corporation organized under the laws of the Federal Republic of Germany and the European Union.
SECTION 2.03. The address of the Depositary set forth in Section 17(a) of the Deposit Agreement is amended to read as follows:
(a) JPMorgan Chase Bank, N.A. 000 Xxxxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, Xxx Xxxx, 00000 Attention: Depositary Receipts Group Fax: (000) 000-0000
SECTION 2.04. Effective as of the date announced by the Depositary, each ADS shall represent one-half of one (1/2) Share.
SECTION 2.05. The following sentence is added after the first sentence of paragraph (2) (Withdrawal of Deposited Securities) of the Form of ADR and each outstanding ADR: “As long as each ADS represents a fraction of one Share, ADSs may only be cancelled in multiples of such number of ADSs as will permit whole Shares to be delivered.”
SECTION 2.06. The last sentence of the Form of the Face of the ADR is amended to read as follows: “The Depositary’s office is located at 000 Xxxxxxx Xxxxxx, Xxxxx 00, Xxx Xxxx, Xxx Xxxx 00000.”
SECTION 2.07. The form of ADR, reflecting the amendment set forth in this Article II, is amended and restated to read as set forth in Exhibit A hereto.
AMENDMENTS TO DEPOSIT AGREEMENT AND ADRS. SECTION 2.01. All references in the Deposit Agreement and each ADR (including, without limitation, the terms of each outstanding ADS and the form of ADR set forth in the Deposit Agreement) to the term (a) "Deposit Agreement" shall, as of the date hereof, refer to the Deposit Agreement (as defined above) as further amended by this Amendment and (b) "SVS" and/or "Superintendencia de Valores y Seguros" shall be replaced with "CMF" to refer to the Comisión para el Mxxxxxx Financiero.
SECTION 2.02. Section 1(c) of the Deposit Agreement and the initial paragraph of the form of ADR (and all outstanding ADRs) are each amended by replacing "600" with "200".
SECTION 2.03. Section 17(a) of the Deposit Agreement is amended to read as follows:
(a) JPMorgan Chase Bank, N.A. 300 Xxxxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, Xxx Xxxx, 00000 Attention: Depositary Receipts Group Fax: (000) 000-0000
SECTION 2.04. Paragraph (1) of each ADR (including, without limitation, the terms of each outstanding ADS and the form of ADR set forth in the Deposit Agreement) is amended by (a) deleting (i) subsection (c) of the second sentence thereof and (ii) the third sentence thereof and (b) inserting an "or" immediately before subsection (b) of the second sentence thereof.
SECTION 2.05. Paragraph (7) of each ADR (including, without limitation, the terms of each outstanding ADS and the form of ADR set forth in the Deposit Agreement) is amended to read as follows:
AMENDMENTS TO DEPOSIT AGREEMENT AND ADRS. SECTION 2.01. All references in the Deposit Agreement to the term "Deposit Agreement" shall, as of the date hereof, refer to the Deposit Agreement as further amended by this Amendment.
SECTION 2.02. Each ADS shall represent ten (10) Shares, effective as of the close of business on May [__], 2022 (the “Effective Date”).
SECTION 2.03. The form of ADR, reflecting the amendment set forth in this Article II, is amended and restated to read as set forth in Exhibit A hereto.
SECTION 2.04. The Depositary’s physical address for purposes of Section 16(a) of the Deposit Agreement and the last sentence of the Face of the Form ADR attached as Exhibit A to the Deposit Agreement (and all outstanding ADRs) is updated to be “000 Xxxxxxx Xxxxxx, Xxxxx 00, Xxx Xxxx, XX 00000.”
SECTION 2.05. The Authorized Agent under section 18(a) of the Deposit Agreement is changed to Cogency Global Inc.
AMENDMENTS TO DEPOSIT AGREEMENT AND ADRS. SECTION 2.01. All references in the Deposit Agreement, the form of ADR attached as Exhibit A to the Deposit Agreement (the “Form of ADR”), and each outstanding ADR to the term “Deposit Agreement” shall, as of the date hereof, refer to the Deposit Agreement as further amended by this Amendment.
SECTION 2.02. Each ADS shall represent thirty (30) Shares, effective as of the open of trading of the ADSs on the New York Stock Exchange on December 12, 2022 (U.S. Eastern Time) (the “Effective Time”).
SECTION 2.03. The form of ADR, reflecting the amendment set forth in this Article II, is amended and restated to read as set forth in Exhibit A hereto.
AMENDMENTS TO DEPOSIT AGREEMENT AND ADRS. SECTION 2.01. All references in the Deposit Agreement, the form of ADR attached as Exhibit A to the Deposit Agreement (the “Form of ADR”), and each outstanding ADR to the term “Deposit Agreement” shall, as of the Effective Date, refer to the Deposit Agreement as further amended by this Amendment.
SECTION 2.02. Subject to approval by the holders of the Company’s Shares at an Extraordinary General Meeting to be held on April 28, 2023 (the “Shareholder Approval Condition”), each ADS shall represent one (1) Share, effective as of ___________ __, 2023 (the “Effective Date”).
SECTION 2.03. Effective as of the Effective Date, the Form of ADR and all outstanding ADRs, reflecting the amendment set forth in this Article II, are amended and restated to read as set forth in Exhibit A hereto.
