CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL Sample Clauses

CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL. OWNERS OF RECEIPTS 11 SECTION 3.1 Proofs, Certificates and Other Information 11 SECTION 3.2 Liability for Taxes and Other Charges 12 SECTION 3.3 Representations and Warranties on Deposit of Shares 12 SECTION 3.4 Compliance with Information Requests 13 ARTICLE IV. THE DEPOSITED SECURITIES 13 SECTION 4.1 Cash Distributions 13 SECTION 4.2 Distribution in Shares 14 SECTION 4.3 Elective Distributions in Cash or Shares 15 SECTION 4.4 Distribution of Rights to Purchase Shares 15 SECTION 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 17 SECTION 4.6 Conversion of Foreign Currency 18 SECTION 4.7 Fixing of Record Date 18 SECTION 4.8 Voting of Deposited Securities 19 SECTION 4.9 Changes Affecting Deposited Securities 21 SECTION 4.10 Available Information 21 SECTION 4.11 Reports 21 SECTION 4.12 List of Holders 22 SECTION 4.13 Taxation; Withholding 22
Sample 1Sample 2Sample 3See All (36)
AutoNDA by SimpleDocs
CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL. OWNERS OF RECEIPTS 11
Sample 1Sample 2Sample 3See All (9)
CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL. OWNERS OF ADSs 17
Sample 1Sample 2Sample 3See All (4)
CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL. OWNERS OF ADSs 18 ARTICLE IV THE DEPOSITED SECURITIES 20
Sample 1
CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL. OWNERS OF ADSs 26 Section 3.1 Proofs, Certificates and Other 26 Information Section 3.2 Liability for Taxes and Other Charges 27 Section 3.3 Representations and Warranties on Deposit of 28 Shares Section 3.4 Compliance with Information Requests 28 Section 3.5 Ownership Restrictions. 29
Sample 1
CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL. OWNERS OF ADSs 18 Section 3.1 Proofs, Certificates and Other Information 18 Section 3.2 Liability for Taxes and Other Charges 19 Section 3.3 Representations and Warranties on Deposit of Shares 19 Section 3.4 Compliance with Information Requests 19 Section 3.5 Ownership Restrictions 20 Section 3.6 Reporting Obligations and Regulatory Approvals 21 ARTICLE IV THE DEPOSITED SECURITIES 21 Section 4.1 Cash Distributions 21 Section 4.2 Distribution in Shares 22 Section 4.3 Elective Distributions in Cash or Shares 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 26 Section 4.7 Redemption 26 Section 4.8 Conversion of Foreign Currency 27 Section 4.9 Fixing of ADS Record Date 28 Section 4.10 Voting of Deposited Securities 28 Section 4.11 Changes Affecting Deposited Securities 30 Section 4.12 Available Information 31 Section 4.13 Reports 31 Section 4.14 List of Holders 31 Section 4.15 Taxation 31 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 33 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 33 Section 5.3 Standard of Care 34 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 35 Section 5.5 The Custodian 35 Section 5.6 Notices and Reports 36 Section 5.7 Issuance of Additional Shares, ADSs etc 37 Section 5.8 Indemnification 38 Section 5.9 ADS Fees and Charges 39 Section 5.10 Pre-Release Transactions 40 Section 5.11 Restricted Securities Owners 41 ARTICLE VI AMENDMENT AND TERMINATION 41 Section 6.1 Amendment/Supplement 41 Section 6.2 Termination 42 ARTICLE VII MISCELLANEOUS 43 Section 7.1 Counterparts 43 Section 7.2 No Third-Party Beneficiaries/Acknowledgments 43 Section 7.3 Severability 43 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 44 Section 7.5 Notices 44 Section 7.6 Governing Law and Jurisdiction 45 Section 7.7 Assignment 46 Section 7.8 Compliance with U.S. Securities Laws 46 Section 7.9 English Law References 47 Section 7.10 Titles and References 47 EXHIBIT A FORM OF ADR A-1 EXHIBIT B FEE SCHEDULE ADS FEES AND RELATED CHARGES B-1 DEPOSIT AGREEMENT, dated as of June 26, 2018, by and among (i) Autolus Therapeutics plc, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking ...
Sample 1
AutoNDA by SimpleDocs
CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL. OWNERS OF RECEIPTS 9 SECTION 3.1 Proofs, Certificates and Other Information 9
Sample 1
CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL. OWNERS OF RULE 144A GDSs
Sample 1

Related to CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL

  • Certain Obligations of Holders and Beneficial Owners of Receipts SECTION 3.1 Proofs, Certificates and Other Information. Any depositor presenting Shares for deposit and any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of this Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information; to execute such certifications and to make such representations and warranties, and to provide such other information and documentation as the Depositary may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations hereunder. The Depositary and the Registrar, as applicable, may, and at the request of the Company shall, withhold the execution or Delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Section 7.10 hereof, the Delivery of any Deposited Securities, until such proof or other information is filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information provided, in each case to the Depositary’s and the Company’s satisfaction. The Depositary shall from time to time on written request advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this Section 3.1. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.

  • CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs

  • Obligations of Holders It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 9 hereof that each of the selling Holders shall: (a) Furnish to the Company such information regarding themselves, the Warrant Shares held by them, the intended method of sale or other disposition of such securities, the identity of and compensation to be paid to any underwriters proposed to be employed in connection with such sale or other disposition, and such other information as may reasonably be required to effect the registration of their Warrant Shares. (b) Notify the Company, at any time when a prospectus relating to the Warrant Shares covered by a registration statement is required to be delivered under the Act, of the happening of any event with respect to such selling Holder as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing.

  • Certain Obligations of Holders of Receipts and the Company SECTION 3.01

  • Limitations of Liability of Trustees and Shareholders of the Company The execution and delivery of this Agreement have been authorized by the Trustees of FAS and signed by an authorized officer of FAS, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any of the Trustees or Shareholders of FAS, but bind only the property of FAS, as provided in FAS’s Declaration of Trust.

  • Holders and Beneficial Owners as Parties; Binding Effect The Holders and Beneficial Owners from time to time of ADSs issued hereunder shall be parties to the Deposit Agreement and shall be bound by all of the terms and conditions hereof and of any ADR evidencing their ADSs by acceptance thereof or any beneficial interest therein.

  • Obligations of Company Upon Termination (a) In the event of the termination of Executive's employment pursuant to Section 7 (a), (b), (c) or (e), Executive will be entitled only to the compensation earned by him hereunder as of the date of such termination (plus life insurance or disability benefits if applicable and provided for pursuant to Section 4(c)). (b) In the event of the termination of Executive’s employment pursuant to Section 7 (d) or (f), Executive will be entitled to receive in one lump sum payment the full remaining amount under the Term of this Agreement to which he would have been entitled had this Agreement not been terminated.

  • Certain Obligations of Owners and Beneficial Owners of Receipts SECTION 3.01 Filing Proofs, Certificates and Other Information.

  • Obligations to or by Stockholders Except as disclosed in the Parent SEC Documents, the Parent has no Liability or obligation or commitment to any stockholder of Parent or any Affiliate or “associate” (as such term is defined in Rule 405 under the Securities Act) of any stockholder of Parent, nor does any stockholder of Parent or any such Affiliate or associate have any Liability, obligation or commitment to the Parent.

  • Reliance by Holders of Senior Indebtedness on Subordination Provisions (a) Each Holder by accepting a Security of any series acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness of the Issuer, whether such Senior Indebtedness was created or acquired before or after the issuance of the Securities, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness and such holder of such Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness. (b) Without in any way limiting the generality of paragraph (a) of this Section, the holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders, without incurring responsibility to the Holders and without impairing or releasing the subordination provided in this Article Four or the obligations hereunder of the Holders to the holders of Senior Indebtedness, do any one or more of the following: (1) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness or any instrument evidencing the same or any agreement under which Senior Indebtedness is outstanding; (2) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness; (3) release any Person liable in any manner for the collection of Senior Indebtedness; and (4) exercise or refrain from exercising any rights against the Issuer, any Guarantor or any other Person.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!