CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL Sample Clauses

CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL. OWNERS OF RECEIPTS 14 SECTION 3.1 Proofs, Certificates and Other Information 14 SECTION 3.2 Liability for Taxes and Other Charges 14 SECTION 3.3 Representations and Warranties on Deposit of Shares 15 SECTION 3.4 Compliance with Information Requests 15 ARTICLE IV THE DEPOSITED SECURITIES 15 SECTION 4.1 Cash Distributions 15 SECTION 4.2 Distribution in Shares 16 SECTION 4.3 Elective Distributions in Cash or Shares 17 SECTION 4.4 Distribution of Rights to Purchase Shares 17 SECTION 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 19 SECTION 4.6 Conversion of Foreign Currency 20 SECTION 4.7 Fixing of Record Date 20 SECTION 4.8 Voting of Deposited Securities 21 SECTION 4.9 Changes Affecting Deposited Securities 22 SECTION 4.10 Available Information 23 SECTION 4.11 Reports 23 SECTION 4.12 List of Holders 23 SECTION 4.13 Taxation; Withholding 24
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CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL. OWNERS OF RECEIPTS 11
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CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL. OWNERS OF ADSs 17
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CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL. OWNERS OF ADSs 17 ARTICLE IV THE DEPOSITED SECURITIES 19
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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 ...
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CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL. OWNERS OF RECEIPTS 9 SECTION 3.1 Proofs, Certificates and Other Information 9
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CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL. OWNERS OF RULE 144A GDSs
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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.

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