Common use of Changes Affecting Rule 144A Deposited Securities Clause in Contracts

Changes Affecting Rule 144A Deposited Securities. Upon any change in nominal or par value, split-up, cancellation, consolidation or any other reclassification of Rule 144A Deposited Securities, or upon any recapitalization, reorganization, merger or consolidation or sale of assets affecting the Company or to which it is a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion, replacement or otherwise in respect of, such Rule 144A Deposited Securities shall, to the extent permitted by law, be treated as new Rule 144A Deposited Securities under this Rule 144A Deposit Agreement, and the Rule 144A GDRs shall, subject to the terms of this Rule 144A Deposit Agreement and applicable law, evidence Rule 144A GDSs representing the right to receive such replacement securities. The Depositary may, with the Company's approval, and shall, if the Company shall so request, subject to the terms of this Rule 144A Deposit Agreement and receipt of an opinion of counsel satisfactory to the Depositary that such distributions are not in violation of any applicable laws or regulations, execute and deliver additional Rule 144A GDRs or make appropriate adjustments in its records, as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Rule 144A GDRs to be exchanged for new Rule 144A GDRs, in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Rule 144A GDR contained in Exhibit A hereto, specifically describing such new Rule 144A Deposited Securities or corporate change.

Changes Affecting Rule 144A Deposited Securities. Upon any change in nominal or par value, split-up, cancellation, consolidation or any other reclassification of Rule 144A Deposited Securities, or upon any recapitalization, reorganization, merger or consolidation or sale of assets affecting the Company or to which it is a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion, replacement or otherwise in respect of, such Rule 144A Deposited Securities shall, to the extent permitted by law, be treated as new Rule 144A Deposited Securities under this the Rule 144A Deposit Agreement, and the Rule 144A GDRs shall, subject to the terms of this the Rule 144A Deposit Agreement and applicable law, evidence Rule 144A GDSs representing the right to receive such replacement securities. The Depositary may, with the Company's approval, and shall, if the Company shall so request, subject to the terms of this the Rule 144A Deposit Agreement and receipt of an opinion of counsel satisfactory to the Depositary that such distributions are not in violation of any applicable laws or regulations, execute and deliver additional Rule 144A GDRs or make appropriate adjustments in its records, as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Rule 144A GDRs to be exchanged for new Rule 144A GDRs, in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Rule 144A GDR contained in Exhibit A hereto, attached to the Rule 144A Deposit Agreement specifically describing such new Rule 144A Deposited Securities or corporate change. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company's approval, and shall if the Company requests, subject to receipt of an opinion of Company's counsel satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper, and may allocate the net proceeds of such sales (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary, and (b) taxes) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash. The Depositary shall not be responsible for (i) any failure to determine that it is lawful or practicable to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale, or (iii) any liability to the purchaser of such securities.

Changes Affecting Rule 144A Deposited Securities. Upon any change in nominal or par value, split-up, cancellation, consolidation or any other reclassification of Rule 144A Deposited Securities, or upon any recapitalization, reorganization, merger or consolidation or sale of assets affecting the Company or to which it is a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion, replacement or otherwise in respect of, such Rule 144A Deposited Securities shall, to the extent permitted by law, be treated as new Rule 144A Deposited Securities under this Rule 144A Deposit Agreement, and the Rule 144A GDRs GDR Certificates shall, subject to the terms of this Rule 144A Deposit Agreement and applicable law, evidence Rule 144A GDSs GDRs representing the right to receive such replacement securities. The Depositary may, with the Company's ’s approval, and shall, if the Company shall so request, subject to the terms of this Rule 144A Deposit Agreement and receipt of an opinion of counsel reasonably satisfactory to the Depositary and paid for by the Company that such distributions are not in violation of any applicable laws or regulations, execute and deliver additional Rule 144A GDRs GDR Certificates or make appropriate adjustments in its records, as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Rule 144A GDRs GDR Certificates to be exchanged for new Rule 144A GDRsGDR Certificates, in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Rule 144A GDR Certificate contained in Exhibit A hereto, specifically describing such new Rule 144A Deposited Securities or corporate change. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval, and shall if the Company requests, subject to receipt of an opinion of Company’s counsel reasonably satisfactory to the Depositary and paid for by the Company that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper, and may allocate the net proceeds of such sales (after payment, netting or deduction of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and other governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received pursuant to Section 4.1 hereof. The Depositary shall not be responsible for (i) any good faith failure to determine that it is lawful or practicable to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale, or (iii) any liability to the purchaser of such securities.

Changes Affecting Rule 144A Deposited Securities. Upon any change in nominal or par value, split-up, cancellation, consolidation or any other reclassification of Rule 144A Deposited Securities, or upon any recapitalization, reorganization, merger or consolidation or sale of assets affecting the Company or to which it is a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion, replacement or otherwise in respect of, such Rule 144A Deposited Securities shall, to the extent permitted by law, be treated as new Rule 144A Deposited Securities under this the Rule 144A Deposit Agreement, and the Rule 144A GDRs GDR Certificates shall, subject to the terms of this the Rule 144A Deposit Agreement and applicable law, evidence Rule 144A GDSs GDRs representing the right to receive such replacement securities. The Depositary may, with the Company's ’s approval, and shall, if at the Company shall so Company’s request, subject to the terms of this the Rule 144A Deposit Agreement and receipt of an opinion of counsel reasonably satisfactory to the Depositary and paid for by the Company that such distributions are not in violation of any applicable laws or regulations, execute and deliver additional Rule 144A GDRs GDR Certificates or make appropriate adjustments in its records, as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Rule 144A GDRs GDR Certificates to be exchanged for new Rule 144A GDRsGDR Certificates, in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Rule 144A GDR contained in Exhibit A heretoCertificate attached to the Rule 144A Deposit Agreement, specifically describing such new Rule 144A Deposited Securities or corporate change. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval, and shall if the Company requests, subject to receipt of an opinion of Company’s counsel reasonably satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper, and may allocate the net proceeds of such sales (after payment, netting or deduction of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and other governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received pursuant to Section 4.1 of the Rule 144A Deposit Agreement. The Depositary shall not be responsible for (i) any failure to determine that it is lawful or practicable to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale, or (iii) any liability to the purchaser of such securities.