Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, the Articles of Association and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands law, any applicable law of the United States, the Memorandum and Articles of Association, any resolutions of the Company’s Board of Directors adopted pursuant to the Memorandum and Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), (b) be bound by and subject to applicable provisions of the laws of the Cayman Islands, the Memorandum and Articles of Association and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association regarding any such Holder or Beneficial Owner’s interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 51 contracts
Samples: Deposit Agreement, Deposit Agreement (Dingdong (Cayman) LTD), Deposit Agreement (Dingdong (Cayman) LTD)
Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the Articles of Association and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands law, any applicable law of the United States, the Memorandum and Articles of Association, any resolutions of the Company’s Board of Directors adopted pursuant to the Memorandum and Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), and (b) be bound by and subject to applicable provisions of the laws of the Cayman Islands, the Memorandum and Articles of Association and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association regarding any such Holder or Beneficial Owner’s interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Ownermade. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 36 contracts
Samples: Deposit Agreement, Deposit Agreement, Deposit Agreement
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, the Articles of Association and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands law, any applicable law of the United States, the Memorandum and Articles of Association, any resolutions of the Company’s Board of Directors adopted pursuant to the Memorandum and Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry book‑entry system by which the ADSs or Receipts may be transferred), (b) be bound by and subject to applicable provisions of the laws of the Cayman Islands, the Memorandum and Articles of Association and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry book‑entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association regarding any such Holder or Beneficial Owner’s 's interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 23 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the Articles of Association and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands law, any applicable law of the United States, the Memorandum and Articles of Association, any resolutions of the Company’s Board of Directors adopted pursuant to the Memorandum and Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), and (b) be bound by and subject to applicable provisions of the laws of the Cayman Islands, the Memorandum and Articles of Association and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association regarding any such Holder or Beneficial Owner’s interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Ownermade. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 15 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Zuoan Fashion LTD), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, the Articles of Association and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands law, any applicable law of the United States, the Memorandum and Articles of Association, any resolutions of the Company’s Board of Directors adopted pursuant to the Memorandum and Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), (b) be bound by and subject to applicable provisions of the laws of the Cayman Islands, the Memorandum and Articles of Association and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association regarding any such Holder or Beneficial Owner’s 's interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 12 contracts
Samples: Deposit Agreement (Yatsen Holding LTD), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, the Articles of Association and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands law, any applicable law of the United States, the Memorandum and Articles of Association, any resolutions of the Company’s Board of Directors adopted pursuant to the Memorandum and Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), and (b) be bound by and subject to applicable provisions of the laws of the Cayman Islands, the Memorandum and Articles of Association and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association regarding any such Holder or Beneficial Owner’s interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Ownermade. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 9 contracts
Samples: Deposit Agreement, Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Jianpu Technology Inc.)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, this Receipt, the Articles constituent documents of Association the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands Australian law, any applicable law of the United States, the Memorandum and Articles constituent documents of Associationthe Company, any resolutions of the Company’s 's Board of Directors adopted pursuant to the Memorandum and Articles of Associationsuch constituent documents, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred)) regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsAustralia, the Memorandum and Articles constituent documents of Association the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands Australian law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association Company's constituent documents regarding any such Holder or Beneficial Owner’s 's interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article 5 and the Deposit Agreement and to comply with requests for information from the Company or the Depositary pursuant to the laws of Australia, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed, and the Company's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 8 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the Articles of Association and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands law, any applicable law of the United States, the Memorandum and Articles of Association, any resolutions of the Company’s Board of Directors adopted pursuant to the Memorandum and Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), (b) be bound by and subject to applicable provisions of the laws of the Cayman Islands, the Memorandum and Articles of Association and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association regarding any such Holder or Beneficial Owner’s 's interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 8 contracts
Samples: Deposit Agreement (Jinxin Technology Holding Co), Deposit Agreement (Jinxin Technology Holding Co), Deposit Agreement (Lotus Technology Inc.)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, the Articles of Association Constitution and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands Australian law, any applicable law of the United States, the Memorandum and Articles of AssociationConstitution, any resolutions of the Company’s Board of Directors adopted pursuant to the Memorandum and Articles of AssociationConstitution, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsCommonwealth of Australia, the Memorandum and Articles of Association Constitution and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands Australian law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association Constitution regarding any such Holder or Beneficial Owner’s interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 7 contracts
Samples: Deposit Agreement (Radiopharm Theranostics LTD), Deposit Agreement (Radiopharm Theranostics LTD), Deposit Agreement (Radiopharm Theranostics LTD)
Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the Memorandum and Articles of Association of the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands law, any applicable law of the United States), the Memorandum and Articles of AssociationAssociation of the Company, any resolutions of the Company’s Board of Directors adopted pursuant to the such Memorandum and Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), and (b) be bound by and subject to applicable provisions of the laws of the Cayman Islands, the Memorandum and Articles of Association of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association regarding any such Holder or Beneficial Owner’s interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Ownermade. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 6 contracts
Samples: Deposit Agreement, Deposit Agreement, Deposit Agreement
Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the Articles of Association and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands law, any applicable law of the United States, the Memorandum and Articles of Association, any resolutions of the Company’s Board of Directors adopted pursuant to the Memorandum and Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), and (b) be bound by and subject to applicable provisions of the laws of the Cayman Islands, the Memorandum and Articles of Association and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association regarding any such Holder or Beneficial Owner’s interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Ownermade. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 6 contracts
Samples: Deposit Agreement, Deposit Agreement, Deposit Agreement (JD.com, Inc.)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, this Receipt, the Articles articles of Association association of the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, the relevant Cayman Islands lawlaws of England and Wales, any applicable law of the United States, the Memorandum and Articles articles of Associationassociation of the Company, any resolutions of the Company’s 's Board of Directors adopted pursuant to the Memorandum and Articles such articles of Associationassociation, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred)) regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsEngland and Wales, the Memorandum and Articles articles of Association association of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands lawthe laws of England and Wales, the Disclosure Regulations, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles Company's articles of Association association regarding any such Holder or Beneficial Owner’s 's interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or any other requirement for the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article (5) and the Deposit Agreement and to comply with requests for information from the Company or the Depositary pursuant to the laws of England and Wales, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed, and the Company's articles of association, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 5 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, the Articles of Association and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands Hong Kong law, any applicable law of the United States, the Memorandum and Articles of Association, any resolutions of the Company’s Board of Directors (or authorized committee thereof) adopted pursuant to the Memorandum and Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsHong Kong, the Memorandum and Articles of Association and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands Hong Kong law, the rules and requirements of any stock exchange on which the ADSs or Shares (if applicable) are, or will be registered, traded or listed and the Articles of Association regarding any such Holder or Beneficial Owner’s interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 4 contracts
Samples: Deposit Agreement (Wanda Sports Group Co LTD), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Wanda Sports Group Co LTD)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, the Articles of Association and applicable lawAgreement or this ADR, each Holder and Beneficial Owner of the ADSs represented hereby agrees to (a) provide such information as comply with requests from the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands law, any applicable law of the United States, the Memorandum and Articles of Association, any resolutions of the Company’s Board of Directors adopted pursuant to the Memorandum and Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), (b) be bound by and subject to applicable provisions of the laws of the Cayman Islands, the Memorandum and Articles of Association and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands law, the rules and requirements of the London Stock Exchange, and of any other stock exchange on which the Shares or ADSs are, or will be be, registered, traded or listed and listed, or the Articles of Association regarding any of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner’s interest Owner owns ADSs (and Shares, as the case may be) and regarding the identity of any other person(s) interested in Shares (including the aggregate of such ADSs and Shares held by each the nature of such Holder or Beneficial Owner) and/or the disclosure of interests thereininterest and various other matters, whether or not they are Holders and/or Beneficial Owners at the same may be enforceable against time of such Holder or Beneficial Ownerrequest. The Depositary agrees to use its reasonable efforts to forward forward, upon the request of the Company, Company and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.. Notwithstanding any other provision of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner agrees to provide such information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the “Companies Act”), including pursuant to Section 793 thereof, or the Memorandum and Articles of Association of the Company. Each Holder and Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Memorandum and Articles of Association which currently include, the withdrawal of voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Transparency Obligations Directive (Disclosure and Transparency Rules) Instrument 2006 (FSA 2006/70) and the Disclosure Rules and Transparency Rules sourcebook (“DTR”), including Chapter 5 thereof (“DTR 5, Vote holder and issuer notification rules”) with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that a person must notify the issuer of the percentage of its voting rights he holds as shareholder or through his direct or indirect holding of financial instruments falling within DTR 5.3.1 R (or a combination of such holdings) if the percentage of those voting rights reaches, exceeds or falls below 3% as a result of an acquisition or disposal of shares or financial instruments falling within DTR 5.3.1
Appears in 4 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Aviva PLC), Deposit Agreement (Aviva PLC)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, the Articles of Association and applicable lawAgreement or any ADR(s), each Holder and Beneficial Owner agrees to (a) provide such information as comply with requests from the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands law, any applicable law of the United States, the Memorandum and Articles of Association, any resolutions of the Company’s Board of Directors adopted pursuant to the Memorandum and Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), (b) be bound by and subject to applicable provisions of the laws of the Cayman Islands, the Memorandum and Articles of Association and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands law, the rules and requirements of the London Stock Exchange, and any other stock exchange on which the Shares or ADSs are, or will be be, registered, traded or listed and or the Articles of Association regarding any of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner’s interest Owner owns ADSs (and Shares as the case may be) and regarding the identity of any other person(s) interested in Shares (including the aggregate of such ADSs and Shares held by each the nature of such Holder or Beneficial Owner) and/or the disclosure of interests thereininterest and various other matters, whether or not they are Holders and/or Beneficial Owners at the same may be enforceable against time of such Holder or Beneficial Ownerrequest. The Depositary agrees to use its reasonable efforts to forward forward, upon the request of the Company, Company and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.. Notwithstanding any other provision of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner agrees to provide such information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the “Companies Act”), including pursuant to Section 793 thereof, or the Memorandum and Articles of Association of the Company. Each Holder and Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Memorandum and Articles of Association which currently include, the withdrawal of voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Transparency Obligations Directive (Disclosure and Transparency Rules) Instrument 2006 (FSA 2006/70) and the Disclosure Rules and Transparency Rules sourcebook (“DTR”), including Chapter 5 thereof (“DTR 5, Vote holder and issuer notification rules”) with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that a person must notify the issuer of the percentage of its voting rights he holds as shareholder or through his direct or indirect holding of financial instruments falling within DTR 5.3.1 R (or a combination of such holdings) if the percentage of those voting rights reaches, exceeds or falls below 3% as a result of an acquisition or disposal of shares or financial instruments falling within DTR 5.3.1
Appears in 3 contracts
Samples: Deposit Agreement (Aviva PLC), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Aviva PLC)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, the Articles of Association and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands law, any applicable law of the United States, the Memorandum and Articles of Association, any resolutions of the Company’s Board of Directors adopted pursuant to the Memorandum and Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry book‑entry system by which the ADSs or Receipts may be transferred), (b) be bound by and subject to applicable provisions of the laws of the Cayman Islands, the Memorandum and Articles of Association and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry book‑entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association regarding any such Holder or Beneficial Owner’s interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 3 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, this Receipt, the Articles constituent documents of Association the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands Australian law, any applicable law of the United States, the Memorandum and Articles constituent documents of Associationthe Company, any resolutions of the Company’s 's Board of Directors adopted pursuant to the Memorandum and Articles of Associationsuch constituent documents, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred)) regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsCommonwealth of Australia, the Memorandum and Articles constituent documents of Association the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands Australian law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association Company's constituent documents regarding any such Holder or Beneficial Owner’s 's interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article (5) and the Deposit Agreement and to comply with requests for information from the Company or the Depositary pursuant to the laws of the Commonwealth of Australia, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed, and the Company's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 3 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, this Receipt, the Articles of Association of the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands French law, any applicable law of the United StatesStates or the states thereof, the Memorandum and Articles of AssociationAssociation of the Company, any resolutions of the Company’s Board of Directors adopted pursuant to the Memorandum and such Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsFrance, the Memorandum and Articles of Association of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands French law, the rules and requirements of Euronext Paris and any other stock exchange on which the Shares are, or will be registered, traded or listed and the Company’s Articles of Association regarding any such Holder or Beneficial Owner’s interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner), Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company with any such notification made in accordance with this Article (25) and/or Section 3.4 of the disclosure Deposit Agreement and to comply with requests from the Company pursuant to the laws of interests thereinFrance, the rules and requirements of Euronext Paris and any other stock exchange on which the Shares are, or will be registered, traded or listed, and the Company’s Articles of Association, whether or not they are Holders and/or Beneficial Owner at the same may be enforceable against time of such Holder or Beneficial Ownerrequest. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 3 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, this Receipt, the Articles constituent documents of Association the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands English law, any applicable law of the United States, the Memorandum and Articles constituent documents of Associationthe Company, any resolutions of the Company’s 's Board of Directors adopted pursuant to the Memorandum and Articles of Associationsuch constituent documents, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred)) regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsEngland and Wales, the Memorandum and Articles constituent documents of Association the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands English law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association Company's constituent documents regarding any such Holder or Beneficial Owner’s 's interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article 5 and the Deposit Agreement and to comply with requests for information from the Company or the Depositary pursuant to the laws of England and Wales, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed, and the Company's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 3 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the Articles of Association and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands law, any applicable law of the United States, the Memorandum and Articles of Association, any resolutions of the Company’s Board of Directors adopted pursuant to the Memorandum and Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry book‑entry system by which the ADSs or Receipts may be transferred), (b) be bound by and subject to applicable provisions of the laws of the Cayman Islands, the Memorandum and Articles of Association and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry book‑entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association regarding any such Holder or Beneficial Owner’s interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 3 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, this Receipt, the Articles constituent documents of Association the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands Danish law, any applicable law of the United States, the Memorandum and Articles constituent documents of Associationthe Company, any resolutions of the Company’s 's Board of Directors adopted pursuant to the Memorandum and Articles of Associationsuch constituent documents, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred)) regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsKingdom of Denmark, the Memorandum and Articles constituent documents of Association the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands Danish law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association Company's constituent documents regarding any such Holder or Beneficial Owner’s 's interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article (5) and the Deposit Agreement and to comply with requests for information from the Company or the Depositary pursuant to the laws of the Kingdom of Denmark, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed, and the Company's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. The Company reserves the right to instruct Holders to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders of the Company's exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depositary, to the Company on the manner or manners in which it may enforce such rights with respect to any Holder.
Appears in 3 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, this Receipt, the Articles constituent documents of Association the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands Danish law, any applicable law of the United States, the Memorandum and Articles constituent documents of Associationthe Company, any resolutions of the Company’s 's Board of Directors adopted pursuant to the Memorandum and Articles of Associationsuch constituent documents, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred)) regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsKingdom of Denmark, the Memorandum and Articles constituent documents of Association the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands Danish law, the rules and requirements of the OMX Stock Exchange and any other stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association Company's constituent documents regarding any such Holder or Beneficial Owner’s 's interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article 5 and the Deposit Agreement and to comply with requests for information from the Company or the Depositary pursuant to the laws of the Kingdom of Denmark, the rules and requirements of the OMX Stock Exchange and any other stock exchange on which the Shares are, or will be registered, traded or listed, and the Company's constituent documents within the timeframes reasonably requested by the Company or the Depositary, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 3 contracts
Samples: Deposit Agreement (Genmab a/S), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the Articles of Association (statuts) of the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands French law, any applicable law of the United StatesStates or the states thereof, the Memorandum and Articles of AssociationAssociation (statuts) of the Company, any resolutions of the Company’s Board of Directors adopted pursuant to the Memorandum and such Articles of AssociationAssociation (statuts), the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsFrance, the Memorandum and Articles of Association (statuts) of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands French law, the rules and requirements of Euronext Paris and any other stock exchange on which the Shares are, or will be registered, traded or listed and the Company’s Articles of Association regarding any such Holder or Beneficial Owner’s interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or ), Each Holder and Beneficial Owner of ADSs further agrees to furnish the disclosure Company with any such notification made in accordance with this Section 3.4 and to comply with requests from the Company pursuant to the laws of interests thereinFrance, the rules and requirements of Euronext Paris and any other stock exchange on which the Shares are, or will be registered, traded or listed, and the Company’s Articles of Association, whether or not they are Holders and/or Beneficial Owner at the same may be enforceable against time of such Holder or Beneficial Ownerrequest. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. French law provides that any individual or entity (including a holder of ADSs), acting alone or in concert with others, that acquires, directly or indirectly, more than one-twentieth, one-tenth, one-fifth, one-third, one-half or two-thirds of the share capital or the voting rights of the Company, or whose holdings fall below any such level, must notify the Company (within 15 calendar days of exceeding or falling below such level) and the Conseil des Marchés Financiers, the self-regulatory organization that has general regulatory authority over the French stock exchanges (within five trading days of exceeding or falling below such level), of the number of equity securities it holds and the voting rights attached thereto. In the case of a violation of the notification requirements provided for under French law, the undeclared share capital interest in excess of the required notification level will be deprived of voting rights until the end of a two-year period following the date on which the owner thereof has complied with such notification requirement. In addition, any shareholder who fails to comply with the above requirements may have all or part of its voting rights suspended for up to five years by the commercial court at the request of the Company's chairman, any shareholder or the Commission des Opérations de Bourse, the administrative agency responsible for overseeing the French securities markets. In addition, the Company's by-laws provide that every shareholder (including a holder of ADSs) who, directly or indirectly, acting alone or in concert with others, acquires ownership of control of equity securities representing1%, or any multiple of 1%, of the Company's share capital or voting rights, or whose holdings fall below any such limit, shall be required to notify the Company of such fact within 15 calendar days of such acquisition or disposition. Failure to comply with such notification provisions will result in the suspension of the voting rights attached to the equity securities exceeding such 1% threshold held by such shareholder until the end of a two-year period following the date on which such shareholder has complied with such notification requirements.
Appears in 2 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of this Agreement, the Deposit AgreementReceipts, the Articles of Association and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands Irish law, any applicable law of the United States, the Memorandum and Articles of Association, any resolutions of the Company’s 's Board of Directors adopted pursuant to the Memorandum and Articles of AssociationDirectors, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, traded or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), transferred and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsIreland, the Memorandum and Articles of Association and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made andmade, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands Irish law, the rules and requirements of the Irish Stock Exchange Limited and any other stock exchange on which the Shares are, or will be registered, traded or listed and the Company's Articles of Association regarding any such Holder or Beneficial Owner’s 's interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or ), in compliance with applicable Irish law in force at the disclosure relevant time. Each Holder and Beneficial Owner acknowledge that failure to provide on a timely basis any required notification of interests thereinan interest in Shares may result in withholding of certain rights, including voting and dividend rights, in respect of the Shares in which such Beneficial Owner has an interest. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company with any such notification made in accordance with this Section 14.3 and to comply with requests from the Company pursuant to the laws of Ireland, the rules and requirements of the Irish Stock Exchange Limited and any other stock exchange on which the Shares are, or will be registered, traded or listed, and the Articles of Association, whether or not they are Holders and/or Beneficial Owner at the same may be enforceable against time of such Holder or Beneficial Ownerrequest. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 2 contracts
Samples: Deposit Agreement (Iona Technologies PLC), Deposit Agreement (Iona Technologies PLC)
Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the Articles constituent documents of Association the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands Danish law, any applicable law of the United States, the Memorandum and Articles constituent documents of Associationthe Company, any resolutions of the Company’s Board of Directors adopted pursuant to the Memorandum and Articles of Associationsuch constituent documents, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsKingdom of Denmark, the Memorandum and Articles constituent documents of Association the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands Danish law, the rules and requirements of the OMX Stock Exchange and any other stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association Company’s constituent documents regarding any such Holder or Beneficial Owner’s interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Section 3.5 and to comply with requests for information from the Company or the Depositary pursuant to the laws of the Kingdom of Denmark, the rules and requirements of the OMX Stock Exchange and any other stock exchange on which the Shares are, or will be registered, traded or listed, and the Company’s constituent documents within the timeframes reasonably requested by the Company or the Depositary, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 2 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Genmab a/S)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, this Receipt, the Articles constituent documents of Association the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands South African law, any applicable law of the United States, the Memorandum and Articles constituent documents of Associationthe Company, any resolutions of the Company’s 's Board of Directors adopted pursuant to the Memorandum and Articles of Associationsuch constituent documents, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred)) regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsRepublic of South Africa, the Memorandum and Articles constituent documents of Association the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands South African law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association Company's constituent documents regarding any such Holder or Beneficial Owner’s 's interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article 5 and the Deposit Agreement and to comply with requests for information from the Company or the Depositary pursuant to the laws of the Republic of South Africa, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed, and the Company's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 2 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, this Receipt, the Memorandum and Articles of Association and applicable lawlaws, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law applicable rules and laws (including, without limitation, relevant Cayman Islands law, any applicable law laws of the United States, the Memorandum and Articles of Association, any resolutions of the Company’s Board of Directors adopted pursuant to the Memorandum and Articles of Association, the requirements of any markets or exchanges upon which the Shares, DIs, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of the Cayman Islands, the Memorandum and Articles of Association and the requirements of any markets or exchanges upon which the ADSs, Receipts Receipts, DIs or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts Receipts, DIs or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of the Cayman Islands law, the rules and requirements of any stock exchange on which the DIs or Shares are, or will be registered, traded or listed and the Articles of Association Company’s constituent documents regarding any such Holder or Beneficial Owner’s interest in Shares (including the aggregate of ADSs ADSs, DIs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to comply with requests for information from the Company or the Depositary pursuant to the laws of the Cayman Islands, the rules and requirements of any stock exchange on which the DIs or Shares are, or will be registered, traded or listed, and the Memorandum and Articles of Association, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 2 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Hutchison China MediTech LTD)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, the Articles of Association of the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands German law, any applicable law of the United States, the Memorandum and Articles of AssociationAssociation of the Company, any resolutions of the Company’s Board of Directors adopted pursuant to the Memorandum and such Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsGermany, the Memorandum and Articles of Association of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands German law, the rules and requirements of the Frankfurt Stock Exchange and any other stock exchange on which the Shares are, or will be registered, traded or listed and the Company’s Articles of Association regarding any such Holder or Beneficial Owner’s interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner), in compliance with Sections 21 and 22 of the Securities Trading Act (Wertpapierhandelsgesetz) and/or or, if applicable, Section 20 of the disclosure Stock Corporation Act (Aktiengesetz), or any substitute or supplemental provision of interests thereinGerman law that may be brought into force from time to time. Each Holder and Beneficial Owner acknowledges that, at the date of the Deposit Agreement, (i) the statutory notification obligations of the Securities Trading Act apply to anyone whose holding, either directly or by way of imputation pursuant to the provisions of Section 22 of the Securities Trading Act, of voting rights in the Company reaches or exceeds 5%, 10%, 25%, 50% or 75% or, after having reached or exceeded any such threshold, falls below that threshold and (ii) the statutory notification obligations of the Stock Corporation Act apply to any enterprise that, either directly or by way of imputation pursuant to the provisions of Section 20(2) or Section 16(4) of the Stock Corporation Act, owns more than 25% of the shares of, or 50% of the shares or voting rights in, the Company or, after having exceeded either of these thresholds, no longer owns such percentage. Each Holder and Beneficial Owner acknowledges that failure to provide on a timely basis any required notification of an interest in Shares may result in withholding of certain rights, including voting and dividend rights, in respect of the Shares in which such Beneficial Owner has an interest. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company with any such notification made in accordance with this Section 3.4 and to comply with requests from the Company pursuant to the laws of Germany, the rules and requirements of the Frankfurt Stock Exchange and any other stock exchange on which the Shares are, or will be registered, traded or listed, and the Company’s Articles of Association, whether or not they are Holders and/or Beneficial Owner at the same may be enforceable against time of such Holder or Beneficial Ownerrequest. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 2 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the Articles constituent documents of Association the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands Australian law, any applicable law of the United States, the Memorandum and Articles constituent documents of Associationthe Company, any resolutions of the Company’s 's Board of Directors or authorized committee thereof adopted pursuant to the Memorandum and Articles of Associationsuch constituent documents, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred)) or that the Company shall reasonably request of such Holder or Beneficial Owner regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsAustralia, the Memorandum and Articles constituent documents of Association the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands Australian law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association Company's constituent documents regarding any such Holder or Beneficial Owner’s 's interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to timely furnish the Company and the Depositary with any such notification made in accordance with this Section 3.5 and to comply with requests for information from the Company or the Depositary pursuant to the laws of Australia, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed, and the Company's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. The Company reserves the right to instruct Holders to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares and Holders agree to comply with such instructions.
Appears in 2 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the Articles of Association and applicable law, each Holder Owner and Beneficial Owner agrees to (a) provide such information as comply with requests from the Company or the Depositary may request Issuer pursuant to law (including, without limitation, relevant Cayman Islands Greek or other applicable law, any applicable law of the United States, the Memorandum rules and Articles of Association, any resolutions of the Company’s Board of Directors adopted pursuant to the Memorandum and Articles of Association, the requirements of CSD or any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any other electronic book-entry system by which the ADSs ADSs, Receipts or Receipts Shares may be transferred), and any stock exchange on which the Shares, Receipts or American Depositary Shares are, or will be, registered, traded or listed or the Articles of Association, which are made to obtain information, inter alia, as to the capacity in which such Owner or Beneficial Owner owns American Depositary Shares (and Shares as the case may be) and regarding the identity of any other person(s) interested in such American Depositary Shares (and Shares, as the case may be) and the nature of such interest and various other matters, and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsGreece, the Memorandum and Articles of Association of the Issuer and the requirements of any markets or stock exchanges upon which the ADSs, Receipts or Shares are listed or tradedwill be registered, traded or listed, or pursuant to any requirements of CSD or any other electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder Owner and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders Owners or Beneficial Owners at the time of such request is made and, without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association regarding any such Holder or Beneficial Owner’s interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Ownerrequest. The Depositary agrees to use its reasonable efforts to forward forward, upon the written request of the Company, Issuer and at the Company’s expenseexpense of the Issuer, any such written request from the Company Issuer to the Holders Owners and to forward forward, as promptly as practicable, to the Company Issuer any such responses to such requests received by the Depositary. If the Issuer requests information from the Depositary, the Custodian or the nominee of either, as the registered owner of the Shares, the obligations of the Depositary, Custodian or such nominee, as the case may be, shall be limited to disclosing to the Issuer the information contained in the register.
Appears in 2 contracts
Samples: Deposit Agreement (Coca-Cola Hellenic Bottling Co Sa), Deposit Agreement (Citibank,N.A./ADR)
Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the Articles constituent documents of Association the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands Dutch law, any applicable law of the United States, the Memorandum and Articles constituent documents of Associationthe Company, any resolutions of the Company’s 's Board of Directors adopted pursuant to the Memorandum and Articles of Associationsuch constituent documents, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsThe Netherlands, the Memorandum and Articles constituent documents of Association the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands Dutch law, the rules and requirements of the Euronext Amsterdam stock exchange and any other stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association Company's constituent documents regarding any such Holder or Beneficial Owner’s 's interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Section 3.4 and to comply with requests for information from the Company or the Depositary pursuant to the laws of The Netherlands, the rules and requirements of the Euronext Amsterdam stock exchange and any other stock exchange on which the Shares are, or will be registered, traded or listed, and the Company's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. The following description is provided by the Company solely as a courtesy to Holders and Beneficial Owners and nothing herein shall be interpreted as obligating the Company or the Depositary, or any of their respective agents, to ensure compliance with the ownership restrictions described in this Section 3.5. Holders of the Company’s Shares (including in principle holders of ADSs) may be subject to notification obligations under the FMSA. Shareholders (including in principle holders of ADSs) are advised to seek professional advice on these obligations.
Appears in 2 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, this Receipt, the Articles constituent documents of Association the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands English law, any applicable law of the United States, the Memorandum and Articles constituent documents of Associationthe Company, any resolutions of the Company’s 's Board of Directors adopted pursuant to the Memorandum and Articles of Associationsuch constituent documents, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred)) regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsEngland and Wales, the Memorandum and Articles constituent documents of Association the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands English law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association Company's constituent documents regarding any such Holder or Beneficial Owner’s 's interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article (5) and the Deposit Agreement and to comply with requests for information from the Company or the Depositary pursuant to the laws of England and Wales, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed, and the Company's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 2 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, this Receipt, the Articles constituent documents of Association the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands Irish law, any applicable law of the United States, the Memorandum and Articles of AssociationAssociation of the Company, any resolutions of the Company’s 's Board of Directors adopted pursuant to the Memorandum and such Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsIreland, the Memorandum and Articles of Association of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands Irish law, the rules and requirements of the London Stock Exchange and any other stock exchange on which the Shares are, or will be registered, traded or listed and the Company's Articles of Association regarding any such Holder or Beneficial Owner’s 's interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner). Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company with any such notification made in accordance with this Article (25) and/or Section 3.4 of the disclosure Deposit Agreement and to comply with requests from the Company pursuant to the laws of interests thereinIreland, the rules and requirements of the London Stock Exchange and any other stock exchange on which the Shares are, or will be registered, traded or listed, and the Company's Articles of Association, whether or not they are Holders and/or Beneficial Owner at the same may be enforceable against time of such Holder or Beneficial Ownerrequest. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 2 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, this Receipt, the Articles constituent documents of Association the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands Swedish law, any applicable law of the United States, the Memorandum and Articles constituent documents of Associationthe Company, any resolutions of the Company’s 's Board of Directors adopted pursuant to the Memorandum and Articles of Associationsuch constituent documents, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred)) regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsKingdom of Sweden, the Memorandum and Articles constituent documents of Association the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands Swedish law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association Company's constituent documents regarding any such Holder or Beneficial Owner’s 's interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article (5) and the Deposit Agreement and to comply with requests for information from the Company or the Depositary pursuant to the laws of the Kingdom of Sweden, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed or Euroclear, and the Company's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. The Company reserves the right to instruct Holders and/or Beneficial Owners to deliver their American Depositary Shares for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares and Holders and Beneficial Owners agree to comply with such instructions.
Appears in 2 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the Memorandum and Articles of Association of the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands law, any applicable law of the United States), the Memorandum and Articles of AssociationAssociation of the Company, any resolutions of the Company’s Board of Directors adopted pursuant to the such Memorandum and Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), and (b) be bound by and subject to applicable provisions of the laws of the Cayman Islands, the Memorandum and Articles of Association of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association regarding any such Holder or Beneficial Owner’s interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Ownermade. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 2 contracts
Samples: Deposit Agreement (Longtop Financial Technologies LTD), Deposit Agreement (China Digital TV Holding Co., Ltd.)
Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the Articles of Association of the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands German law, any applicable law of the United States, the Memorandum and Articles of AssociationAssociation of the Company, any resolutions of the Company’s Board of Directors adopted pursuant to the Memorandum and such Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsGermany, the Memorandum and Articles of Association of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands German law, the rules and requirements of the Frankfurt Stock Exchange and any other stock exchange on which the Shares are, or will be registered, traded or listed and the Company’s Articles of Association regarding any such Holder or Beneficial Owner’s interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner), in compliance with Sections 21 and 22 of the Securities Trading Act (Wertpapierhandelsgesetz) and/or or, if applicable, Section 20 of the disclosure Stock Corporation Act (Aktiengesetz), or any substitute or supplemental provision of interests thereinGerman law that may be brought into force from time to time. Each Holder and Beneficial Owner acknowledges that, at the date of the Deposit Agreement, (i) the statutory notification obligations of the Securities Trading Act apply to anyone whose holding, either directly or by way of imputation pursuant to the provisions of Section 22 of the Securities Trading Act, of voting rights in the Company reaches or exceeds 5%, 10%, 25%, 50% or 75% or, after having reached or exceeded any such threshold, falls below that threshold and (ii) the statutory notification obligations of the Stock Corporation Act apply to any enterprise that, either directly or by way of imputation pursuant to the provisions of Section 20(2) or Section 16(4) of the Stock Corporation Act, owns more than 25% of the shares of, or 50% of the shares or voting rights in, the Company or, after having exceeded either of these thresholds, no longer owns such percentage. Each Holder and Beneficial Owner acknowledges that failure to provide on a timely basis any required notification of an interest in Shares may result in withholding of certain rights, including voting and dividend rights, in respect of the Shares in which such Beneficial Owner has an interest. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company with any such notification made in accordance with this Section 3.4 and to comply with requests from the Company pursuant to the laws of Germany, the rules and requirements of the Frankfurt Stock Exchange and any other stock exchange on which the Shares are, or will be registered, traded or listed, and the Company’s Articles of Association, whether or not they are Holders and/or Beneficial Owner at the same may be enforceable against time of such Holder or Beneficial Ownerrequest. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 2 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the Articles constituent documents of Association the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands Australian law, any applicable law of the United States, the Memorandum and Articles constituent documents of Associationthe Company, any resolutions of the Company’s 's Board of Directors (or any authorized committee thereof) adopted pursuant to the Memorandum and Articles of Associationsuch constituent documents, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsCommonwealth of Australia, the Memorandum and Articles constituent documents of Association the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands Australian law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association Company's constituent documents regarding any such Holder or Beneficial Owner’s 's interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Section 3.5 and to comply with requests for information from the Company or the Depositary pursuant to the laws of the Commonwealth of Australia, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed, and the Company's constituent documents within the timeframes reasonably requested by the Company or the Depositary, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. The Company reserves the right to instruct Holders to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders of the Company's exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depositary, to the Company on the manner or manners in which it may enforce such rights with respect to any Holder.
Appears in 2 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the Articles of Association and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands law, any applicable law of the United States, the Memorandum and Articles of Association, any resolutions of the Company’s Board of Directors adopted pursuant to the Memorandum and Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), (b) be bound by and subject to applicable provisions of the laws of the Cayman Islands, the Memorandum and Articles of Association and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association regarding any such Holder or Beneficial Owner’s interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 2 contracts
Samples: Deposit Agreement (WeRide Inc.), Deposit Agreement (Intchains Group LTD)
Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the Articles of Association of the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands law, any applicable law of the United States, the Memorandum and Articles of AssociationAssociation of the Company, any resolutions of the Company’s Board of Directors adopted pursuant to the such Memorandum and Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), and (b) be bound by and subject to applicable provisions of the laws of the Cayman Islands, the Memorandum and Articles of Association of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association regarding any such Holder or Beneficial Owner’s interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Ownermade. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 2 contracts
Samples: Deposit Agreement (China Distance Education Holdings LTD), Deposit Agreement (China Distance Education Holdings LTD)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, this Receipt, the Articles constituent documents of Association the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands French law, any applicable law of the United States, the Memorandum and Articles constituent documents of Associationthe Company, any resolutions of the Company’s 's Board of Directors adopted pursuant to the Memorandum and Articles of Associationsuch constituent documents, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred)) regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsFrance, the Memorandum and Articles constituent documents of Association the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands French law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association Company's constituent documents regarding any such Holder or Beneficial Owner’s 's interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article (5) and the Deposit Agreement and to comply with requests for information from the Company or the Depositary pursuant to the laws of France, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed, and the Company's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 2 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, the Articles of Association Constitution and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands Australian law, any applicable law of the United States, the Memorandum and Articles of AssociationConstitution, any resolutions of the Company’s Board of Directors adopted pursuant to the Memorandum and Articles of AssociationConstitution, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry book‑entry system by which the ADSs or Receipts may be transferred), (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsCommonwealth of Australia, the Memorandum and Articles of Association Constitution and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry book‑entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands Australian law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association Constitution regarding any such Holder or Beneficial Owner’s 's interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 2 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the Articles of Association and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands lawlaws of the Netherlands, any applicable law of the United States, the Memorandum and Articles of Association, any resolutions of the Company’s Board of Directors adopted pursuant to the Memorandum and Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsDutch law, the Memorandum and Articles of Association and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands Dutch law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association regarding any such Holder or Beneficial Owner’s interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. Holders and Beneficial Owners agree to comply with all such disclosure requirements, to respond to any such disclosure requests and to cooperate with the Depositary with respect to enforcement of the foregoing.
Appears in 2 contracts
Samples: Deposit Agreement (Unilever International Holdings N.V.), Deposit Agreement (Unilever International Holdings N.V.)
Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the Memorandum and Articles of Association of the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands law, any applicable law of the United States), the Memorandum and Articles of AssociationAssociation of the Company, any resolutions of the Company’s 's Board of Directors adopted pursuant to the such Memorandum and Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), and (b) be bound by and subject to applicable provisions of the laws of the Cayman Islands, the Memorandum and Articles of Association of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association regarding any such Holder or Beneficial Owner’s interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Ownermade. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 2 contracts
Samples: Deposit Agreement (China Digital TV Holding Co., Ltd.), Deposit Agreement (Longtop Financial Technologies LTD)
Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the Articles constitutional documents of Association the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, the relevant Cayman Islands lawlaws of England and Wales, any applicable law of the United States, the Memorandum and Articles constitutional documents of Associationthe Company, any resolutions of the Company’s Board of Directors adopted pursuant to the Memorandum and Articles of Associationsuch constitutional documents, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to the applicable provisions of the laws of England and Wales, any applicable law of the Cayman IslandsUnited States, the Memorandum and Articles constitutional documents of Association the Company, any resolutions of the Company’s Board of Directors adopted pursuant to such constitutional documents, and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands lawthe laws of England and Wales, any applicable law of the United States, the rules and requirements of any stock exchange on which the Shares Shares, ADSs or Receipts are, or will be registered, traded or listed and the Articles of Association Company’s constitutional documents regarding any such Holder or Beneficial Owner’s interest in Shares Shares, ADSs or Receipts (including the aggregate of Shares, ADSs and Shares Receipts held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, any resolutions of the Company’s Board of Directors adopted pursuant to such constitutional documents, whether or not the same may be enforceable against such Holder or Beneficial Owner. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 2 contracts
Samples: Deposit Agreement (Amec PLC), Deposit Agreement (Amec PLC)
Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the Articles of Association of the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands United Kingdom law, any applicable law of the United States, the Memorandum and Articles of AssociationAssociation of the Company, any resolutions of the Company’s Board of Directors adopted pursuant to the Memorandum and such Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred)) regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsUnited Kingdom, the Memorandum and Articles of Association of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands United Kingdom law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Company's Articles of Association regarding any such Holder or Beneficial Owner’s 's interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company with any such notification made in accordance with this Section 3.4 and to comply with requests from the Company pursuant to the laws of the United Kingdom, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed, and the Company's Articles of Association, whether or not they are Holders and/or Beneficial Owner at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. Notwithstanding any provision of the Deposit Agreement or of the ADRs and without limiting the foregoing, by being a Holder, each such Holder agrees to provide such information as the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the "Companies Act") or the Articles of Association of the Company. By accepting or holding an ADR, each Holder acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Articles of Association which currently include, the withdrawal of the voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, by accepting or holding an ADR each Holder agrees to comply with the provisions of the Companies Act with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that any Holder who is or becomes directly or indirectly interested (within the meaning of the Companies Act) in 3% or more of the outstanding Shares, or is aware that another person for whom it holds such ADRs is so interested, must within two Business Days after becoming so interested or so aware (and thereafter in certain circumstances upon any change to the particulars previously notified) notify the Company as required by the Companies Act. After the relevant threshold is exceeded, similar notifications must be made in whole respect of whole percentage figure increases or decreases, rounded down to the nearest whole number.
Appears in 2 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Morria Biopharmaceuticals PLC)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, the Articles constitutional documents of Association the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, the relevant Cayman Islands lawlaws of England and Wales, any applicable law of the United States, the Memorandum and Articles constitutional documents of Associationthe Company, any resolutions of the Company’s Board of Directors adopted pursuant to the Memorandum and Articles of Associationsuch constitutional documents, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to the applicable provisions of the laws of England and Wales, any applicable law of the Cayman IslandsUnited States, the Memorandum and Articles constitutional documents of Association the Company, any resolutions of the Company’s Board of Directors adopted pursuant to such constitutional documents, and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands lawthe laws of England and Wales, any applicable law of the United States, the rules and requirements of any stock exchange on which the Shares Shares, ADSs or Receipts are, or will be registered, traded or listed and the Articles of Association Company’s constitutional documents regarding any such Holder or Beneficial Owner’s interest in Shares Shares, ADSs or Receipts (including the aggregate of Shares, ADSs and Shares Receipts held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, any resolutions of the Company’s Board of Directors adopted pursuant to such constitutional documents, whether or not the same may be enforceable against such Holder or Beneficial Owner. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 2 contracts
Samples: Deposit Agreement (Amec PLC), Deposit Agreement (Amec PLC)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, the Articles of Association of the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands German law, any applicable law of the United States, the Memorandum and Articles of AssociationAssociation of the Company, any resolutions of the Company’s Board of Directors adopted pursuant to the Memorandum and such Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsGermany, the Memorandum and Articles of Association of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands German law, the rules and requirements of the Frankfurt Stock Exchange and any other stock exchange on which the Shares are, or will be registered, traded or listed and the Company’s Articles of Association regarding any such Holder or Beneficial Owner’s interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner), in compliance with Sections 21 and 22 of the Securities Trading Act (Wertpapierhandelsgesetz) and/or or, if applicable, Section 20 of the disclosure Stock Corporation Act (Aktiengesetz), or any substitute or supplemental provision of interests thereinGerman law that may be brought into force from time to time. Each Holder and Beneficial Owner acknowledges that, at the date of the Deposit Agreement, (i) the statutory notification obligations of the Securities Trading Act apply to anyone whose holding, either directly or by way of imputation pursuant to the provisions of Section 22 of the Securities Trading Act, of voting rights in the Company reaches or exceeds 3%, 5%, 15%, 10%, 25%, 30%, 50% or 75% or, after having reached or exceeded any such threshold, falls below that threshold or, if applicable (ii) the statutory notification obligations of the Stock Corporation Act apply to any enterprise that, either directly or by way of imputation pursuant to the provisions of Section 20(2) or Section 16(4) of the Stock Corporation Act, owns more than 25% of the shares of, or 50% of the shares or voting rights in, the Company or, after having exceeded either of these thresholds, no longer owns such percentage. Each Holder and Beneficial Owner acknowledges that failure to provide on a timely basis any required notification of an interest in Shares may result in withholding of certain rights, including voting and dividend rights, in respect of the Shares in which such Beneficial Owner has an interest. For the avoidance of doubt, any statutory notification obligations and statutory publication obligations have to be observed not only with regard to Shares directly held but to the same extent for ADSs representing such Shares. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company with any such notification made in accordance with this Section 3.4 and to comply with requests from the Company pursuant to the laws of Germany, the rules and requirements of the Frankfurt Stock Exchange and any other stock exchange on which the Shares are, or will be registered, traded or listed, and the Company’s Articles of Association, whether or not they are Holders and/or Beneficial Owner at the same may be enforceable against time of such Holder or Beneficial Ownerrequest. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 2 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, this Receipt, the Articles Estatuto Social of Association the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (law, including, without limitation, relevant Cayman Islands Brazilian law, any applicable law of the United States, the Memorandum rules and Articles requirements of AssociationBM&FBOVESPA, the Estatuto Social of the Company, any resolutions of the Company’s Board of Directors adopted pursuant to the Memorandum and Articles of Associationsuch Estatuto Social, the requirements of any markets or exchanges upon which the SharesUnits, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsBrazil, the Memorandum and Articles Estatuto Social of Association the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares Units are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares Units may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares Units directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands Brazilian law, the rules and requirements of any stock exchange on which the Shares Units are, or will be registered, traded or listed and the Articles of Association Company’s Estatuto Social regarding any such Holder or Beneficial Owner’s interest in Shares Units (including the aggregate of ADSs and Shares Units held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article 5 and the Deposit Agreement and to comply with requests for information from the Company or the Depositary pursuant to the laws of Brazil, the rules and requirements of the CVM and BM&FBovespa, any stock exchange on which the Units are, or will be registered, traded or listed, and the Company’s Estatuto Social, which requests are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner owns ADS and regarding the identity of any other person interested in such ADS and the nature of such interest and various other matters, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 2 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Votorantim Cimentos S.A.)
Compliance With Information Requests. Notwithstanding any other provision of this Deposit Agreement and the Deposit Agreementapplicable Receipt, the Articles of Association and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands law, any applicable law of the United States), the Memorandum and Articles of Association, any resolutions of the Company’s Board of Directors adopted pursuant to the Memorandum and such Articles of Association, the requirements of NASDAQ or any other markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), and (b) be bound by and subject to applicable provisions of the laws of the Cayman Islands, the Memorandum and Articles of Association and the requirements of NASDAQ or any other markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association regarding any such Holder or Beneficial Owner’s interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Ownermade. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 2 contracts
Samples: Deposit Agreement (BCD Semiconductor Manufacturing LTD), Deposit Agreement (BCD Semiconductor Manufacturing LTD)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, this Receipt, the Articles of Association and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands Belgian law, any applicable law of the United States, the Memorandum and Articles of Association, any resolutions of the Company’s Board of Directors adopted pursuant to the Memorandum and Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred)) regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsBelgium, the Memorandum and Articles of Association and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands Belgian law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association regarding any such Holder or Beneficial Owner’s 's interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article (5) and the Deposit Agreement and to comply with requests for information from the Company or the Depositary pursuant to the laws of Belgium, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed, and the Articles of Association, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 2 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the Articles of Association and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands law, any applicable law of the United States, the Memorandum and Articles of Association, any resolutions of the Company’s Board of Directors adopted pursuant to the Memorandum and Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry book‑entry system by which the ADSs or Receipts may be transferred), (b) be bound by and subject to applicable provisions of the laws of the Cayman Islands, the Memorandum and Articles of Association and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry book‑entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association regarding any such Holder or Beneficial Owner’s 's interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 2 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, this Receipt, the Articles constituent documents of Association the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands Australian law, any applicable law of the United States, the Memorandum and Articles constituent documents of Associationthe Company, any resolutions of the Company’s 's Board of Directors (or any authorized committee thereof) adopted pursuant to the Memorandum and Articles of Associationsuch constituent documents, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred)) regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsCommonwealth of Australia, the Memorandum and Articles constituent documents of Association the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands Australian law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association Company's constituent documents regarding any such Holder or Beneficial Owner’s 's interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article 5 and the Deposit Agreement and to comply with requests for information from the Company or the Depositary pursuant to the laws of the Commonwealth of Australia, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed, and the Company's constituent documents within the timeframes reasonably requested by the Company or the Depositary, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. The Company reserves the right to instruct Holders to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders of the Company's exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depositary, to the Company on the manner or manners in which it may enforce such rights with respect to any Holder.
Appears in 2 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of this Receipt, the Deposit Agreement, the Articles Charter of Association the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands Russian law, any applicable law of the United States, the Memorandum and Articles Charter of Associationthe Company, any resolutions of the Company’s Board of Directors adopted pursuant to the Memorandum and Articles of Associationsuch Charter, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsRussia, the Memorandum and Articles Charter of Association the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association regarding any such Holder or Beneficial Owner’s interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Ownermade. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. Failure by a Holder or Beneficial Owner to provide in a timely fashion the information requested by the Company may, in the Company’s sole discretion, result in the withholding of certain rights in respect of such Holder or Beneficial Owner’s ADSs (including voting rights and certain rights as to dividends in respect of the Shares represented by ADSs). The Depositary agrees to use its commercially reasonable efforts to comply with any reasonable instructions received from the Company requesting that the Depositary take the actions specified therein to obtain such information. In the event that the Company determines that there has been a failure to comply with the applicable reporting requirements with respect to any Deposited Securities and that sanctions are to be imposed against such Deposited Securities pursuant to Russian law by a court of competent jurisdiction or the Company’s Charter, the Company shall notify the Depositary, giving details thereof, and shall instruct the Depositary in writing as to the application of such sanctions to the Deposited Securities. The Depositary shall have no liability for any actions taken in accordance with such instructions.
Appears in 2 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Joint Stock Co Sitronics)
Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the Articles constituent documents of Association the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands Danish law, any applicable law of the United States, the Memorandum and Articles constituent documents of Associationthe Company, any resolutions of the Company’s 's Board of Directors adopted pursuant to the Memorandum and Articles of Associationsuch constituent documents, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsKingdom of Denmark, the Memorandum and Articles constituent documents of Association the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands Danish law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association Company's constituent documents regarding any such Holder Holder's or Beneficial Owner’s 's interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Section 3.5 and to comply with requests for information from the Company or the Depositary pursuant to the laws of the Kingdom of Denmark, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed, and the Company's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. The Company reserves the right to instruct Holders to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders of the Company's exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depositary, to the Company on the manner or manners in which it may enforce such rights with respect to any Holder.
Appears in 2 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the Articles of Association Incorporation and Bylaws of the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to applicable law (including, without limitation, relevant Cayman Islands law, laws of the Republic of the Philippines and any applicable law of the United States), the Memorandum and Articles of AssociationIncorporation and Bylaws of the Company, any resolutions of the Company’s 's Board of Directors adopted pursuant to the Memorandum and such Articles of AssociationIncorporation and Bylaws, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsRepublic of the Philippines, the Memorandum and Articles of Association Incorporation and Bylaws of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association regarding any such Holder or Beneficial Owner’s interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Ownermade. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 2 contracts
Samples: Deposit Agreement (eTelecare Global Solutions, Inc.), Deposit Agreement (eTelecare Global Solutions, Inc.)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, this Receipt, the Articles constituent documents of Association the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands Dutch law, any applicable law of the United States, the Memorandum and Articles constituent documents of Associationthe Company, any resolutions of the Company’s 's Board of Directors adopted pursuant to the Memorandum and Articles of Associationsuch constituent documents, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred)) regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsThe Netherlands, the Memorandum and Articles constituent documents of Association the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands Dutch law, the rules and requirements of the Euronext Amsterdam stock exchange and any other stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association Company's constituent documents regarding any such Holder or Beneficial Owner’s 's interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article 5 and the Deposit Agreement and to comply with requests for information from the Company or the Depositary pursuant to the laws of The Netherlands, the rules and requirements of the Euronext Amsterdam stock exchange and any other stock exchange on which the Shares are, or will be registered, traded or listed, and the Company's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. The following description is provided by the Company solely as a courtesy to Holders and Beneficial Owners and nothing herein shall be interpreted as obligating the Company or the Depositary, or any of their respective agents, to ensure compliance with the ownership restrictions described in this Section 3.5. Holders of the Company’s Shares (including in principle holders of ADSs) may be subject to notification obligations under the FMSA. Shareholders (including in principle holders of ADSs) are advised to seek professional advice on these obligations.
Appears in 2 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, the Articles of Association and applicable law, each Holder Owner and Beneficial Owner agrees to (a) provide such information as comply with requests from the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands Greek or other applicable law, any applicable law of the United States, the Memorandum rules and Articles of Association, any resolutions of the Company’s Board of Directors adopted pursuant to the Memorandum and Articles of Association, the requirements of CSD or any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any other electronic book-entry system by which the ADSs ADSs, Receipts or Receipts Shares may be transferred), and any stock exchange on which the Shares, Receipts or American Depositary Shares are, or will be, registered, traded or listed or the Articles of Association, which are made to obtain information, inter alia, as to the capacity in which such Owner or Beneficial Owner owns American Depositary Shares (and Shares as the case may be) and regarding the identity of any other person(s) interested in such American Depositary Shares (and Shares, as the case may be) and the nature of such interest and various other matters, and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsGreece, the Memorandum and Articles of Association of the Company and the requirements of any markets or stock exchanges upon which the ADSs, Receipts or Shares are listed or tradedwill be registered, traded or listed, or pursuant to any requirements of CSD or any other electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder Owner and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders Owners or Beneficial Owners at the time of such request is made and, without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association regarding any such Holder or Beneficial Owner’s interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Ownerrequest. The Depositary agrees to use its reasonable efforts to forward forward, upon the written request of the Company and at the expense of the Company, and at the Company’s expense, any such written request from the Company to the Holders Owners and to forward forward, as promptly as practicable, to the Company any such responses to such requests received by the Depositary. If the Company requests information from the Depositary, the Custodian or the nominee of either, as the registered owner of the Shares, the obligations of the Depositary, Custodian or such nominee, as the case may be, shall be limited to disclosing to the Company the information contained in the register.
Appears in 2 contracts
Samples: Deposit Agreement (Coca-Cola Hellenic Bottling Co Sa), Deposit Agreement (Citibank,N.A./ADR)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, this Receipt, the Articles constituent documents of Association the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands Irish law, any applicable law of the United States, the Memorandum and Articles constituent documents of Associationthe Company, any resolutions of the Company’s 's Board of Directors adopted pursuant to the Memorandum and Articles of Associationsuch constituent documents, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred)) regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsIreland, the Memorandum and Articles constituent documents of Association the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands Irish law, the rules and requirements of the London Stock Exchange and any other stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association Company's constituent documents regarding any such Holder or Beneficial Owner’s 's interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article (5) and Section 3.4 of and the Deposit Agreement and to comply with requests for information from the Company or the Depositary pursuant to the laws of Ireland, the rules and requirements of the London Stock Exchange and any other stock exchange on which the Shares are, or will be registered, traded or listed, and the Company's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 2 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the Articles of Association and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands Belgian law, any applicable law of the United States, the Memorandum and Articles of Association, any resolutions of the Company’s 's Board of Directors adopted pursuant to the Memorandum and Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of Belgium and the Cayman IslandsU.S. federal securities laws, the Memorandum and Articles of Association and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands Belgian law, the rules and requirements of any stock exchange on which the Shares are, are or will be registered, traded or listed and the Articles of Association regarding any such Holder or Beneficial Owner’s 's interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Section and to comply with requests for information from the Company or the Depositary pursuant to the laws of Belgium, the rules and requirements of any stock exchange on which the Shares are or will be registered, traded or listed and the Articles of Association, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 2 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, the Articles constituent documents of Association the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands German law, any applicable law of the United States, the Memorandum and Articles of Association, any resolutions of the Company’s Board of Directors adopted pursuant to the Memorandum and Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry book‑entry system by which the ADSs or Receipts may be transferred), (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsGermany, the Memorandum and Articles of Association and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry book‑entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands German law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association regarding any such Holder or Beneficial Owner’s 's interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner, in compliance with Sections 33 and 34 of the Securities Trading Act (Wertpapierhandelsgesetz) or, if applicable, Section 20 of the Stock Corporation Act (Aktiengesetz), or any substitute or supplement provision of German law that may be brought into force from time to time. Each Holder and Beneficial Owner acknowledges that, at the Date of the Deposit Agreement, (i) the statutory notification obligations of the Securities Trading Act apply to anyone whose holding, either directly or by the way of imputation pursuant to the provision of Section 34 of the Securities Trading Act, of voting rights in the Company reaches or exceeds 3%, 5%, 10%, 15%, 20%, 25%, 30%, 50% or 75% or, after having reached or exceeded any such threshold, falls below that threshold and (ii) the statutory notification obligation of the Stock Corporation Act apply to any enterprise that, either directly or by the way of imputation pursuant to the provision of Section 20(2) or Section 16(4) of the Stock Corporation Act, owns more than 25% of the shares of, or 50% of the shares or voting rights in, the Company or, after having exceeded either of these thresholds, no longer owns such percentage. Each Holder and Beneficial Owner acknowledges that failure to provide on a timely basis any required notification of an interest in Shares may result in withholding of certain rights, including voting and dividend rights, in respect of the Shares in which such Beneficial owner has interest. Each Holder and Beneficial Owner of ADS further agrees to furnish the Company and the Depositary with any such notification made in accordance with Section 3.4 and to comply with requests for information from the Company or the Depositary pursuant to the laws of Germany, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed, and the Company’s constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the Articles constituent documents of Association the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands Luxembourg and Swedish law, any applicable law of the United States, the Memorandum and Articles constituent documents of Associationthe Company, any resolutions of the Company’s 's Board of Directors adopted pursuant to the Memorandum and Articles of Associationsuch constituent documents, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsLuxembourg and Sweden, the Memorandum and Articles constituent documents of Association the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands Luxembourg and Swedish law, the rules and requirements of the Nasdaq OMX Stock Exchange and any other stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association Company's constituent documents regarding any such Holder or Beneficial Owner’s 's interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Section 3.4 and to comply with requests for information from the Company or the Depositary pursuant to the laws of Luxembourg and/or Sweden, the rules and requirements of the Nasdaq OMX Stock Exchange and any other stock exchange on which the Shares are, or will be registered, traded or listed, and the Company's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the Articles Charter of Association the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (law, including, without limitation, relevant Cayman Islands Russian law, any applicable law of the United States, the Memorandum and Articles Charter of Associationthe Company, any resolutions of the Company’s Board of Directors adopted pursuant to the Memorandum and Articles of Associationsuch Charter, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsRussia, the Memorandum and Articles Charter of Association the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association regarding any such Holder or Beneficial Owner’s interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Ownermade. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. Failure by a Holder or Beneficial Owner to provide in a timely fashion the information requested by the Company may, in the Company’s sole discretion, result in the withholding of certain rights in respect of such Holder or Beneficial Owner’s ADSs (including voting rights and certain rights as to dividends in respect of the Shares represented by ADSs). The Depositary agrees to use its reasonable efforts to comply with any reasonable instructions received from the Company requesting that the Depositary take the actions specified therein to obtain such information. In the event that the Company determines that there has been a failure to comply with the applicable reporting requirements with respect to any Deposited Securities and that sanctions are to be imposed against such Deposited Securities pursuant to Russian law by a court of competent jurisdiction or the Company’s Charter, the Company shall notify the Depositary, giving details thereof, and shall instruct the Depositary in writing as to the application of such sanctions to the Deposited Securities. The Depositary shall have no liability for any actions taken in accordance with such instructions.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the Articles constituent documents of Association the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands Australian law, any applicable law of the United States, the Memorandum and Articles constituent documents of Associationthe Company, any resolutions of the Company’s 's Board of Directors or authorized committee thereof adopted pursuant to the Memorandum and Articles of Associationsuch constituent documents, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred)) or that the Company shall reasonably request of such Holder or Beneficial Owner regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsAustralia, the Memorandum and Articles constituent documents of Association the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands Australian law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association Company's constituent documents regarding any such Holder or Beneficial Owner’s 's interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to timely furnish the Company and the Depositary with any such notification made in accordance with this Section 3.5 and to comply with requests for information from the Company or the Depositary pursuant to the laws of Australia, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed, and the Company's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, this Receipt, the Articles of Association of the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands German law, any applicable law of the United States, the Memorandum and Articles of AssociationAssociation of the Company, any resolutions of the Company’s 's Board of Directors adopted pursuant to the Memorandum and such Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred)) regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsGermany, the Memorandum and Articles of Association of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands German law, the rules and requirements of the Frankfurt Stock Exchange and any other stock exchange on which the Shares are, or will be registered, traded or listed and the Company’s Articles of Association regarding any such Holder or Beneficial Owner’s interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner, and in compliance with Sections 21 and 22 of the Securities Trading Act (Wertpapierhandelsgesetz) or, if applicable, Section 20 of the Stock Corporation Act (Aktiengesetz), or any substitute or supplemental provision of German law that may be brought into force from time to time. Each Holder and Beneficial Owner acknowledges that, at the date of the Deposit Agreement, (i) the statutory notification obligations of the Securities Trading Act apply to anyone whose holding, either directly or by way of imputation pursuant to the provisions of Section 22 of the Securities Trading Act, of voting rights in the Company reaches or exceeds 3%, 5%, 10%, 15%, 20%, 25%, 30%, 50% or 75% or, after having reached or exceeded any such threshold, falls below that threshold and (ii) the statutory notification obligations of the Stock Corporation Act apply to any enterprise that, either directly or by way of imputation pursuant to the provisions of Section 20(2) or Section 16(4) of the Stock Corporation Act, owns more than 25% of the shares of, or 50% of the shares or voting rights in, the Company or, after having exceeded either of these thresholds, no longer owns such percentage. Each Holder and Beneficial Owner acknowledges that failure to provide on a timely basis any required notification of an interest in Shares may result in withholding of certain rights, including voting and dividend rights, in respect of the Shares in which such Beneficial Owner has an interest. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company with any such notification made in accordance with this Article (5). Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article (5) and the Deposit Agreement and to comply with requests for information from the Company or the Depositary pursuant to the laws of Germany, the rules and requirements of the Frankfurt Stock Exchange and any other stock exchange on which the Shares are, or will be registered, traded or listed, and the Company's Articles of Association, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, this Receipt, the Articles constituent documents of Association the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands English law, any applicable law of the United States, the Memorandum and Articles constituent documents of Associationthe Company, any resolutions of the Company’s 's Board of Directors adopted pursuant to the Memorandum and Articles of Associationsuch constituent documents, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred)) regarding the capacity in which they own or owned Receipts, the A-4 identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsEngland and Wales, the Memorandum and Articles constituent documents of Association the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands English law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association Company's constituent documents regarding any such Holder or Beneficial Owner’s 's interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article 5 and the Deposit Agreement and to comply with requests for information from the Company or the Depositary pursuant to the laws of England and Wales, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed, and the Company's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, this Receipt, the Articles constituent documents of Association the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands Turkish law, any applicable law of the United States, the Memorandum and Articles constituent documents of Associationthe Company, any resolutions of the Company’s 's Board of Directors adopted pursuant to the Memorandum and Articles of Associationsuch constituent documents, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred)) regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsTurkey, the Memorandum and Articles constituent documents of Association the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands Turkish law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association Company's constituent documents regarding any such Holder or Beneficial Owner’s 's interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article (5) and the Deposit Agreement and to comply with requests for information from the Company or the Depositary pursuant to the laws of Turkey, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed, and the Company's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. The Company reserves the rights to require Holders and/or Beneficial Owners to cancel ADSs so as to enable the Company to enforce its rights against such Holders and/or Beneficial Owner and by holding an ADS or interest therein, Holders and Beneficial Owners agree to abide by any such Company demand. The Depositary agrees to forward any such demand of the Company to Holders. Holders and Beneficial Owners are advised that sanctions may include limitations on the transfer of Shares and limitations on the payment of dividends on such Shares. Each Holder and Beneficial Owner agrees to comply with any applicable limitation on holding Shares under the articles of association of the Company (as may be amended or supplemented by the Company from time to time) or Turkish law.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, the Articles of Association and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands law, any applicable law of the United States, the Memorandum and Articles of Association, any resolutions of the Company’s 's Board of Directors adopted pursuant to the Memorandum and Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry book‑entry system by which the ADSs or Receipts may be transferred), (b) be bound by and subject to applicable provisions of the laws of the Cayman Islands, the Memorandum and Articles of Association and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry book‑entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association regarding any such Holder or Beneficial Owner’s 's interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, the Articles of Association and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands law, any applicable law of the United States, the Memorandum and Articles of Association, any resolutions of the Company’s Board of Directors adopted pursuant to the Memorandum and Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), (b) be bound by and subject to applicable provisions of the laws of the Cayman Islands, the Memorandum and Articles of Association and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association regarding any such Holder or Beneficial Owner’s 's interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 1 contract
Samples: Deposit Agreement (DiDi Global Inc.)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, this Receipt, the Articles of Association of the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands French law, any applicable law of the United States, the Memorandum and Articles of AssociationAssociation of the Company, any resolutions of the Company’s Board of Directors adopted pursuant to the Memorandum and such Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsFrance, the Memorandum and Articles of Association of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands French law, the rules and requirements of Euronext Paris and any other stock exchange on which the Shares are, or will be registered, traded or listed and the Company’s Articles of Association regarding any such Holder or Beneficial Owner’s interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner), Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company with any such notification made in accordance with this Article (25) and/or Section 3.4 of the disclosure Deposit Agreement and to comply with requests from the Company pursuant to the laws of interests thereinFrance, the rules and requirements of Euronext Paris and any other stock exchange on which the Shares are, or will be registered, traded or listed, and the Company’s Articles of Association, whether or not they are Holders and/or Beneficial Owner at the same may be enforceable against time of such Holder or Beneficial Ownerrequest. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, this Receipt, the Articles of Association of the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands Gibraltar law, any applicable law of the United States, the Memorandum and Articles of AssociationAssociation of the Company, any resolutions of the Company’s Board of Directors adopted pursuant to the Memorandum and such Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred)) regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsGibraltar, the Memorandum and Articles of Association of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands Gibraltar law, the rules and requirements of the AIM Stock Exchange and any other stock exchange on which the Shares are, or will be registered, traded or listed and the Company's Articles of Association regarding any such Holder or Beneficial Owner’s 's interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company with any such notification made in accordance with Section 3.4 of the Deposit Agreement and to comply with requests from the Company pursuant to the laws of Gibraltar, the rules and requirements of the AIM Stock Exchange and any other stock exchange on which the Shares are, or will be registered, traded or listed, and the Company's Articles of Association, whether or not they are Holders and/or Beneficial Owner at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the Articles constituent documents of Association the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands Australian law, any applicable law of the United States, the Memorandum and Articles constituent documents of Associationthe Company, any resolutions of the Company’s 's Board of Directors (or any authorized committee thereof) adopted pursuant to the Memorandum and Articles of Associationsuch constituent documents, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsCommonwealth of Australia, the Memorandum and Articles constituent documents of Association the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands Australian law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association Company's constituent documents regarding any such Holder or Beneficial Owner’s 's interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Section 3.5 and to comply with requests for information from the Company or the Depositary pursuant to the laws of the Commonwealth of Australia, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed, and the Company's constituent documents within the timeframes requested by the Company or the Depositary, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, the Memorandum and Articles of Association of the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands Swiss law, any applicable law of the United States, the Memorandum and Articles of Association, any resolutions of the Company’s Board of Directors adopted pursuant to the Memorandum and Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry book‑entry system by which the ADSs or Receipts may be transferred), (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsSwitzerland, the Memorandum and Articles of Association and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry book‑entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands Swiss law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association regarding any such Holder or Beneficial Owner’s 's interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. Without limiting the generality of the foregoing, each Holder and Beneficial Owner (i) acknowledges that the Company is incorporated under the laws of Switzerland with headquarters located in Switzerland and the Netherlands and that the Shares are listed on the Euronext Stock Exchange, and (ii) agrees to comply with the Company’s Memorandum and Articles of Association and any other constituent document of the Company, as the same may be amended from time to time, all applicable laws and regulations (including but not limited to the laws and regulations of the Netherlands and Switzerland and the rules and requirements of the Euronext Stock Exchange) with respect to disclosure requirements regarding ownership, and the potential for ownership (including through any derivative instruments), of Shares including through ADSs, including but not limited to any requirements to make notifications and filings within the required time frames to the Company, and any requirements that holders and beneficial owners of Shares, including the Holders and Owners of ADSs, satisfy reporting requirements and obtain regulatory approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Holders and Owners of ADSs are solely responsible for determining and complying with such reporting requirements and obtaining such approvals. Neither the Depositary, the Custodian, the Company nor any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Owners of ADSs to determine or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations, including but not limited to the laws and regulations of the Netherlands and Switzerland or the rules and requirements of the Euronext Stock Exchange.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the Articles of Association and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands law, any applicable law of the United States, the Memorandum and Articles of Association, any resolutions of the Company’s Board of Directors adopted pursuant to the Memorandum and Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), (b) be bound by and subject to applicable provisions of the laws of the Cayman Islands, the Memorandum and Articles of Association and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association regarding any such Holder or Beneficial Owner’s 's interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary..
Appears in 1 contract
Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the Articles constituent documents of Association the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands Swiss law, any applicable law of the United States, the Memorandum and Articles constituent documents of Associationthe Company, any resolutions of the Company’s 's Board of Directors or authorized committee thereof adopted pursuant to the Memorandum and Articles of Associationsuch constituent documents, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred)) or that the Company shall reasonably directly request of such Holder or Beneficial Owner, regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsSwitzerland, the Memorandum and Articles constituent documents of Association the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands Swiss law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association Company's constituent documents regarding any such Holder or Beneficial Owner’s 's interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with Section 3.5 of the Deposit Agreement and to comply with requests for information from the Company or the Depositary pursuant to the laws of Switzerland, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed, and the Company's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, this Receipt, the Articles constituent documents of Association the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands Danish law, any applicable law of the United States, the Memorandum and Articles constituent documents of Associationthe Company, any resolutions of the Company’s 's Board of Directors adopted pursuant to the Memorandum and Articles of Associationsuch constituent documents, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsKingdom of Denmark, the Memorandum and Articles constituent documents of Association the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands Danish law, the rules and requirements of the OMX Stock Exchange and any other stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association Company's constituent documents regarding any such Holder or Beneficial Owner’s 's interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner). Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company with any such notification made in accordance with this Article (25) and/or Section 3.4 of the disclosure Deposit Agreement and to comply with requests from the Company pursuant to the laws of interests thereinthe Kingdom of Denmark, the rules and requirements of the OMX Stock Exchange and any other stock exchange on which the Shares are, or will be registered, traded or listed, and the Company's constituent documents, whether or not they are Holders and/or Beneficial Owner at the same may be enforceable against time of such Holder or Beneficial Ownerrequest. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, the Articles of Association and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands law, any applicable law of the United States, the Memorandum and Articles of Association, any resolutions of the Company’s Board of Directors adopted pursuant to the Memorandum and Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), (b) be bound by and subject to applicable provisions of the laws of the Cayman Islands, the Memorandum and Articles of Association and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association regarding any such Holder or Beneficial Owner’s interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 1 contract
Samples: Deposit Agreement (DiDi Global Inc.)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, this Receipt, the Articles constituent documents of Association the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands United Kingdom law, any applicable law of the United States, the Memorandum and Articles constituent documents of Associationthe Company, any resolutions of the Company’s 's Board of Directors adopted pursuant to the Memorandum and Articles of Associationsuch constituent documents, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred)) regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsUnited Kingdom, the Memorandum and Articles constituent documents of Association the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands United Kingdom law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association Company's constituent documents regarding any such Holder or Beneficial Owner’s 's interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article (5) and the Deposit Agreement and to comply with requests for information from the Company or the Depositary pursuant to the laws of the United Kingdom, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed, and the Company's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, this Receipt, the Articles constituent documents of Association the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands German law, any applicable law of the United States, the Memorandum and Articles constituent documents of Associationthe Company, any resolutions of the Company’s 's Board of Directors adopted pursuant to the Memorandum and Articles of Associationsuch constituent documents, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred)) regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsGermany, the Memorandum and Articles constituent documents of Association the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands German law, the rules and requirements of the Frankfurt Stock Exchange and any other stock exchange on which the Shares are, or will be registered, traded or listed and the Company’s Articles of Association regarding any such Holder or Beneficial Owner’s interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner), in compliance with Sections 21 and 22 of the Securities Trading Act (Wertpapierhandelsgesetz) and/or or, if applicable, Section 20 of the disclosure Stock Corporation Act (Aktiengesetz), or any substitute or supplemental provision of interests thereinGerman law that may be brought into force from time to time. Each Holder and Beneficial Owner acknowledges that, at the date of the Deposit Agreement, (i) the statutory notification obligations of the Securities Trading Act apply to anyone whose holding, either directly or by way of imputation pursuant to the provisions of Section 22 of the Securities Trading Act, of voting rights in the Company reaches or exceeds 3%, 5%, 10%, 15%, 20%, 25%, 30%, 50% or 75% or, after having reached or exceeded any such threshold, falls below that threshold and (ii) the statutory notification obligations of the Stock Corporation Act apply to any enterprise that, either directly or by way of imputation pursuant to the provisions of Section 20(2) or Section 16(4) of the Stock Corporation Act, owns more than 25% of the shares of, or 50% of the shares or voting rights in, the Company or, after having exceeded either of these thresholds, no longer owns such percentage. Each Holder and Beneficial Owner acknowledges that failure to provide on a timely basis any required notification of an interest in Shares may result in withholding of certain rights, including voting and dividend rights, in respect of the Shares in which such Beneficial Owner has an interest. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company with any such notification made in accordance with Section 3.4 of the Deposit Agreement and to comply with requests from the Company pursuant to the laws of Germany, the rules and requirements of the Frankfurt Stock Exchange and any other stock exchange on which the Shares are, or will be registered, traded or listed, and the Company’s Articles of Association, whether or not they are Holders and/or Beneficial Owner at the same may be enforceable against time of such Holder or Beneficial Ownerrequest. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the Company's Articles of Association and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands Italian law, any applicable law of the United States, the Memorandum and Company's Articles of Association, any resolutions of the Company’s 's Board of Directors adopted pursuant to the Memorandum and such Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, traded or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsThe Republic of Italy, the Memorandum and Company's Articles of Association and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association regarding any such Holder or Beneficial Owner’s interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Ownermade. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. Failure by a Holder or Beneficial Owner to provide in a timely fashion the information requested by the Company may, in the Company's sole discretion, result in the withholding of certain rights in respect of such Holder or Beneficial Owner's ADRs (including voting rights and certain rights as to dividends in respect of the Shares represented by such ADRs). The Depositary agrees to use its commercially reasonable efforts to comply with any reasonable instructions received from the Company requesting that the Depositary take the actions specified therein to obtain such information. In the event that the Company determines that there has been a failure to comply with the applicable reporting requirements with respect to any Deposited Securities and that sanctions are to be imposed against such Deposited Securities pursuant to Italian law by a court of competent jurisdiction or the Company's Articles of Association, the Company shall notify the Depositary, giving details thereof, an shall instruct the Depositary in writing as to the application of such sanctions to the Deposited Securities. The Depositary shall have no liability for any actions taken in accordance with such instructions.
Appears in 1 contract
Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the Articles constituent documents of Association the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands lawlaws of the Commonwealth of Australia, any applicable law of the United States, the Memorandum and Articles constituent documents of Associationthe Company, any resolutions of the Company’s 's Board of Directors (or an authorized committee thereof) adopted pursuant to the Memorandum and Articles of Associationsuch constituent documents, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsCommonwealth of Australia, the Memorandum and Articles constituent documents of Association the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands lawthe laws of the Commonwealth of Australia, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association Company's constituent documents regarding any such Holder or Beneficial Owner’s 's interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Section 3.5 and to comply with requests for information from the Company or the Depositary pursuant to the laws of the Commonwealth of Australia, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed, and the Company's constituent documents within the timeframes reasonably requested by the Company or the Depositary, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. The Company reserves the right to instruct Holders to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders of the Company's exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depositary, to the Company on the manner or manners in which it may enforce such rights with respect to any Holder.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the Articles of Association Incorporation of the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands Island law, any applicable law of the United States, the Memorandum and Articles of AssociationIncorporation of the Company, any resolutions of the Company’s Board of Directors adopted pursuant to the Memorandum and such Articles of AssociationIncorporation, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsIsland, the Memorandum and Articles of Association Incorporation of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association regarding any such Holder or Beneficial Owner’s interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Ownermade. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the Articles constituent documents of Association the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands Danish law, any applicable law of the United States, the Memorandum and Articles constituent documents of Associationthe Company, any resolutions of the Company’s 's Board of Directors adopted pursuant to the Memorandum and Articles of Associationsuch constituent documents, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsKingdom of Denmark, the Memorandum and Articles constituent documents of Association the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands Danish law, the rules and requirements of the OMX Stock Exchange and any other stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association Company's By-Laws regarding any such Holder or Beneficial Owner’s 's interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or ). Each Holder and Beneficial Owner of ADSs further agrees to furnish the disclosure Company with any such notification made in accordance with this Section 3.4 and to comply with requests from the Company pursuant to the laws of interests thereinthe Kingdom of Denmark, the rules and requirements of the OMX Stock Exchange and any other stock exchange on which the Shares are, or will be registered, traded or listed, and the Company's By-Laws, whether or not they are Holders and/or Beneficial Owner at the same may be enforceable against time of such Holder or Beneficial Ownerrequest. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, this Receipt, the Articles constituent documents of Association the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands German law, any applicable law of the United States, the Memorandum and Articles constituent documents of Associationthe Company, any resolutions of the Company’s 's Board of Directors adopted pursuant to the Memorandum and Articles of Associationsuch constituent documents, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred)) regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsGermany, the Memorandum and Articles constituent documents of Association the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands German law, the rules and requirements of the Frankfurt Stock Exchange and any other stock exchange on which the Shares are, or will be registered, traded or listed and the Company’s Articles of Association regarding any such Holder or Beneficial Owner’s interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner), in compliance with Sections 21 and 22 of the Securities Trading Act (Wertpapierhandelsgesetz) and/or or, if applicable, Section 20 of the disclosure Stock Corporation Act (Aktiengesetz), or any substitute or supplemental provision of interests thereinGerman law that may be brought into force from time to time. Each Holder and Beneficial Owner acknowledges that, at the date of the Deposit Agreement, (i) the statutory notification obligations of the Securities Trading Act apply to anyone whose holding, either directly or by way of imputation pursuant to the provisions of Section 22 of the Securities Trading Act, of voting rights in the Company reaches or exceeds 3%, 5%, 10%, 15%, 20%, 25%, 30%, 50% or 75% or, after having reached or exceeded any such threshold, falls below that threshold and (ii) the statutory notification obligations of the Stock Corporation Act apply to any enterprise that, either directly or by way of imputation pursuant to the provisions of Section 20(2) or Section 16(4) of the Stock Corporation Act, owns more than 25% of the shares of, or 50% of the shares or voting rights in, the Company or, after having exceeded either of these thresholds, no longer owns such percentage. Each Holder and Beneficial Owner acknowledges that failure to provide on a timely basis any required notification of an interest in Shares may result in withholding of certain rights, including voting and dividend rights, in respect of the Shares in which such Beneficial Owner has an interest. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company with any such notification made in accordance with this Article 5 and the Deposit Agreement and to comply with requests from the Company pursuant to the laws of Germany, the rules and requirements of the Frankfurt Stock Exchange and any other stock exchange on which the Shares are, or will be registered, traded or listed, and the Company’s Articles of Association, whether or not they are Holders and/or Beneficial Owner at the same may be enforceable against time of such Holder or Beneficial Ownerrequest. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the Articles of Association of the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands United Kingdom law, any applicable law of the United States, the Memorandum and Articles of AssociationAssociation of the Company, any resolutions of the Company’s Board of Directors adopted pursuant to the Memorandum and such Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), (b) to provide information, which has been reasonably requested, as to the capacity in which such person owns or owned ADRs and regarding the identity of any other persons then or previously having a beneficial interest in such ADRs and the nature of such interest and various other matters and (c) be bound by and subject to applicable provisions of the laws of the Cayman IslandsUnited Kingdom, the Memorandum and Articles of Association of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association regarding any such Holder or Beneficial Owner’s interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Ownermade. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. Notwithstanding any provision of the Deposit Agreement or of the ADRs and without limiting the foregoing, by being a Holder, each such Holder agrees to provide such information as the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the UK Companies Axx 0000 (as amended from time to time and including any statutory modification or re-enactment thereof, the "Companies Act") or the Articles of Association of the Company. By accepting or holding an ADR, each Holder acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Articles of Association which currently include, the withdrawal of the voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, by accepting or holding an ADR each Holder agrees to comply with the provisions of the Companies Act with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that any Holder who is or becomes directly or indirectly interested (within the meaning of the Companies Act) in 3% or more of the outstanding Shares, or is aware that another person for whom it holds such ADRs is so interested, must within two Business Days after becoming so interested or so aware (and thereafter in certain circumstances upon any change to the particulars previously notified) notify the Company as required by the Companies Act. After the relevant threshold is exceeded, similar notifications must be made in respect of whole percentage figure increases or decreases, rounded down to the nearest whole number. The Company reserves the right to instruct Holders to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders of the Company's exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depositary, to the Company on the manner or manners in which it may enforce such rights with respect to any Holder.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, this Receipt, the Articles constituent documents of Association the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands United Kingdom law, any applicable law of the United States, the Memorandum and Articles constituent documents of Associationthe Company, any resolutions of the Company’s 's Board of Directors adopted pursuant to the Memorandum and Articles of Associationsuch constituent documents, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred)) regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsUnited Kingdom, the Memorandum and Articles constituent documents of Association the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands United Kingdom law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association Company's constituent documents regarding any such Holder or Beneficial Owner’s 's interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article 5 and the Deposit Agreement and to comply with requests for information from the Company or the Depositary pursuant to the laws of the United Kingdom, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed, and the Company's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. Notwithstanding any provision of the Deposit Agreement or of the ADRs and without limiting the foregoing, by being a Holder, each such Holder agrees to provide such information as the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the Great Britain Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the "Companies Act") or the Articles of Association of the Company. By accepting or holding an ADR, each Holder acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Articles of Association which currently include, the withdrawal of the voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the Articles constituent documents of Association the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands Australian law, any applicable law of the United States, the Memorandum and Articles constituent documents of Associationthe Company, any resolutions of the Company’s Board of Directors (or any authorized committee thereof) adopted pursuant to the Memorandum and Articles of Associationsuch constituent documents, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsAustralia, the Memorandum and Articles constituent documents of Association the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands Australian law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association Company’s constituent documents regarding any such Holder or Beneficial Owner’s interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Section 3.5 and to comply with requests for information from the Company or the Depositary pursuant to the laws of Australia, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed, and the Company’s constituent documents within the timeframes reasonably requested by the Company or the Depositary, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. The Company reserves the right to instruct Holders to deliver their American Depositary Shares for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders of the Company’s exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depositary, to the Company on the manner or manners in which it may enforce such rights with respect to any Holder.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, this Receipt, the Articles constituent documents of Association the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands Australian law, any applicable law of the United States, the Memorandum and Articles constituent documents of Associationthe Company, any resolutions of the Company’s 's Board of Directors or authorized committee thereof adopted pursuant to the Memorandum and Articles of Associationsuch constituent documents, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred)) or that the Company shall reasonably request of such Holder or Beneficial Owner regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsAustralia, the Memorandum and Articles constituent documents of Association the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands Australian law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association Company's constituent documents regarding any such Holder or Beneficial Owner’s 's interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to timely furnish the Company and the Depositary with any such notification made in accordance with this Article (5) and the Deposit Agreement and to comply with requests for information from the Company or the Depositary pursuant to the laws of Australia, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed, and the Company's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. The Company reserves the right to instruct Holders to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares and Holders agree to comply with such instructions.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the Articles constituent documents of Association the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands Danish law, any applicable law of the United States, the Memorandum and Articles constituent documents of Associationthe Company, any resolutions of the Company’s 's Board of Directors adopted pursuant to the Memorandum and Articles of Associationsuch constituent documents, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsKingdom of Denmark, the Memorandum and Articles constituent documents of Association the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands Danish law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association Company's constituent documents regarding any such Holder Holder’s or Beneficial Owner’s 's interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Section 3.5 and to comply with requests for information from the Company or the Depositary pursuant to the laws of the Kingdom of Denmark, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed, and the Company's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. The Company reserves the right to instruct Holders to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders of the Company's exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depositary, to the Company on the manner or manners in which it may enforce such rights with respect to any Holder.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of this Deposit Agreement and the Deposit Agreementapplicable Receipt, the Articles of Association and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands law, any applicable law of the United States), the Memorandum and Articles of Association, any resolutions of the Company’s 's Board of Directors adopted pursuant to the Memorandum and such Articles of Association, the requirements of NASDAQ or any other markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), and (b) be bound by and subject to applicable provisions of the laws of the Cayman Islands, the Memorandum and Articles of Association and the requirements of NASDAQ or any other markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association regarding any such Holder or Beneficial Owner’s interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Ownermade. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 1 contract
Samples: Deposit Agreement (BCD Semiconductor Manufacturing LTD)
Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the Articles of Association of the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands United Kingdom law, any applicable law of the United States, the Memorandum and Articles of AssociationAssociation of the Company, any resolutions of the Company’s Board of Directors adopted pursuant to the Memorandum and such Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsUnited Kingdom, the Memorandum and Articles of Association of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands United Kingdom law, the rules and requirements of the London Stock Exchange and any other stock exchange on which the Shares are, or will be registered, traded or listed and the Company's Articles of Association regarding any such Holder or Beneficial Owner’s 's interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or ). Each Holder and Beneficial Owner of ADSs further agrees to furnish the disclosure Company with any such notification made in accordance with this Section 3.4 and to comply with requests from the Company pursuant to the laws of interests thereinthe United Kingdom, the rules and requirements of the London Stock Exchange and any other stock exchange on which the Shares are, or will be registered, traded or listed, and the Company's Articles of Association, whether or not they are Holders and/or Beneficial Owner at the same may be enforceable against time of such Holder or Beneficial Ownerrequest. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. Notwithstanding any provision of the Deposit Agreement or of the ADRs and without limiting the foregoing, by being a Holder, each such Holder agrees to provide such information as the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the Great Britain Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the "Companies Act") or the Articles of Association of the Company. By accepting or holding an ADR, each Holder acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Articles of Association which currently include, the withdrawal of the voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, by accepting or holding an ADR each Holder agrees to comply with the provisions of the Companies Act with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that any Holder who is or becomes directly or indirectly interested (within the meaning of the Companies Act) in 3% or more of the outstanding Shares, or is aware that another person for whom it holds such ADRs is so interested, must within two Business Days after becoming so interested or so aware (and thereafter in certain circumstances upon any change to the particulars previously notified) notify the Company as required by the Companies Act. After the relevant threshold is exceeded, similar notifications must be made in whole respect of whole percentage figure increases or decreases, rounded down to the nearest whole number. In addition, the Company's statuts provide that every shareholder (including a holder of ADSs) who, directly or indirectly, acting alone or in concert with others, acquires ownership of control of equity securities representing 2%, or any multiple of 2%, of the Company's share capital or voting rights, or whose holdings fall below any such limit, shall be required to notify the Company of such fact within 15 calendar days of such acquisition or disposition. Failure to comply with such notification provisions will result in the suspension of the voting rights attached to the equity securities exceeding such 2% threshold held by such shareholder until the end of a two-year period following the date on which such shareholder has complied with such notification requirements if requested by one or more shareholders holding equity securities representing at least 5% of the Company's share capital or voting rights.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the Articles Charter of Association the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands Russian law), any applicable law of the United States, the Memorandum and Articles Charter of Associationthe Company, any resolutions of the Company’s Board of Directors adopted pursuant to the Memorandum and Articles of Associationsuch Charter, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsRussia, the Memorandum and Articles Charter of Association the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association regarding any such Holder or Beneficial Owner’s interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Ownermade. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. Failure by a Holder or Beneficial Owner to provide in a timely fashion the information requested by the Company may, in the Company’s sole discretion, result in the withholding of certain rights in respect of such Holder or Beneficial Owner’s ADSs (including voting rights and certain rights as to dividends in respect of the Shares represented by ADSs). The Depositary agrees to use its commercially reasonable efforts to comply with any reasonable instructions received from the Company requesting that the Depositary take the actions specified therein to obtain such information. In the event that the Company determines that there has been a failure to comply with the applicable reporting requirements with respect to any Deposited Securities and that sanctions are to be imposed against such Deposited Securities pursuant to Russian law by a court of competent jurisdiction or the Company’s Charter, the Company shall notify the Depositary, giving details thereof, and shall instruct the Depositary in writing as to the application of such sanctions to the Deposited Securities. The Depositary shall have no liability for any actions taken in accordance with such instructions.
Appears in 1 contract
Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the Articles of Association of the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands United Kingdom law, any applicable law of the United States, the Memorandum and Articles of AssociationAssociation of the Company, any resolutions of the Company’s Board of Directors adopted pursuant to the Memorandum and such Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsUnited Kingdom, the Memorandum and Articles of Association of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association regarding any such Holder or Beneficial Owner’s interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Ownermade. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. Notwithstanding any provision of the Deposit Agreement or of the ADRs and without limiting the foregoing, by being a Holder, each such Holder agrees to provide such information as the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the "Companies Act") or the Articles of Association of the Company. By accepting or holding an ADR, each Holder acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Articles of Association which currently include, the withdrawal of the voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, by accepting or holding an ADR each Holder agrees to comply with the provisions of the United Kingdom Disclosure and Transparency Rules (as amended from time to time, the "DTRs") with regard to the notification to the Company of interests in Shares and certain financial instruments, which currently provide, inter alia, that a Holder must notify the Company of the percentage of its voting rights he holds as shareholder or holds or is deemed to hold through his direct or indirect holding of certain financial instruments (or a combination of such holdings) if the percentage of those voting rights (i) reaches, exceeds or falls below 3%, 4%, 5%, 6%, 7%, 8%, 9%, 10% and each 1% threshold thereafter up to 100% as a result of an acquisition or disposal of Shares or certain financial instruments, or (ii) reaches, exceeds or falls below such applicable thresholds as a result of events changing the breakdown of voting rights and on the basis of information disclosed by the Company in accordance with the DTRs. The notification must be effected as soon as possible, but not later than two trading days after the Holder (a) learns of the acquisition or disposal or of the possibility of exercising voting rights, or on which, having regard to the circumstances, should have learned of it, regardless of the date on which the acquisition, disposal or possibility of exercising voting rights takes effect, or (b) is informed of the event mentioned in (ii) above.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the Articles constituent documents of Association the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands lawlaws of The Commonwealth of Australia, any applicable law of the United States, the Memorandum and Articles constituent documents of Associationthe Company, any resolutions of the Company’s 's Board of Directors (or an authorized committee thereof) adopted pursuant to the Memorandum and Articles of Associationsuch constituent documents, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsThe Commonwealth of Australia, the Memorandum and Articles constituent documents of Association the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands lawthe laws of The Commonwealth of Australia, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association Company's constituent documents regarding any such Holder or Beneficial Owner’s 's interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Section 3.5 and to comply with requests for information from the Company or the Depositary pursuant to the laws of The Commonwealth of Australia, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed, and the Company's constituent documents within the timeframes reasonably requested by the Company or the Depositary, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. The Company reserves the right to instruct Holders to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders of the Company's exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depositary, to the Company on the manner or manners in which it may enforce such rights with respect to any Holder.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, the Articles of Association and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands lawlaws of the Netherlands, any applicable law of the United States, the Memorandum and Articles of Association, any resolutions of the Company’s Management Board of Directors and Supervisory Board adopted pursuant to the Memorandum and Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry book‑entry system by which the ADSs or Receipts may be transferred), (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsDutch law, the Memorandum and Articles of Association and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry book‑entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands Dutch law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association regarding any such Holder or Beneficial Owner’s 's interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, the Articles of Association of the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Hong Kong and Cayman Islands Island law, any applicable law of the United States, the Memorandum and Articles of AssociationAssociation of the Company, any resolutions of the Company’s 's Board of Directors adopted pursuant to the Memorandum and such Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), and (b) be bound by and subject to applicable provisions of the laws of Hong Kong and the Cayman Islands, the Memorandum and Articles of Association of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association regarding any such Holder or Beneficial Owner’s interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Ownermade. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. The Depositary agrees that it shall cooperate with the Company in to enable the Company to enforce the provisions of the Hong Kong Securities and Futures Ordinance (as may from time to time be amended, modified or re-enacted) (the "Ordinance") and any other legislation or regulations of Hong Kong or the Cayman Islands from time to time relating to disclosure of interests in Deposited Securities, other Shares and other securities, including sanctions that the Company may invoke in the event a Holder or Beneficial Owner fails to provide certain requested information concerning interests in Receipts or Deposited Securities. Such sanctions may include limitations on the transfer of such Shares. Holders and Beneficial Owners agree to abide by the Company's sanctions. Other than notifying the Holder of the sanctions imposed by the Company, the Depositary shall have no obligation to enforce any such sanctions.
A Holder and Beneficial Owner also may have a duty under the Ordinance to notify the Company and The Stock Exchange of Hong Kong Limited if such Holder or Beneficial Owner becomes aware that his interest in Shares represented by ADSs together with any other interests of his in Shares is the equivalent of 5% or more of the issued share capital of the Company. Under the Ordinance such Holder or Beneficial Owner may be required to notify further the Company in the event such Holder's or Beneficial Owner's interest changes by such percentage as would cross a whole percentage point or such Holder or Beneficial Owner ceases to have an interest in 5% of the issued share capital of the Company. The change of a whole percentage point is calculated by rounding down the percentage of the issued share capital of the Company
Appears in 1 contract
Samples: Deposit Agreement (Far East Pharmaceutical Technology Co LTD)
Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the Articles of Association of the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands law, any applicable law of the United States, the Memorandum and Articles of AssociationAssociation of the Company, any resolutions of the Company’s 's Board of Directors adopted pursuant to the such Memorandum and Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), and (b) be bound by and subject to applicable provisions of the laws of the Cayman Islands, the Memorandum and Articles of Association of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association regarding any such Holder or Beneficial Owner’s interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Ownermade. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 1 contract
Samples: Deposit Agreement (China Distance Education Holdings LTD)
Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the Articles of Association of the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands South African law, any applicable law of the United States, the Memorandum and Articles of AssociationAssociation of the Company, any resolutions of the Company’s Board of Directors adopted pursuant to the Memorandum and such Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), (b) to provide information, which has been reasonably requested, as to the capacity in which such person owns or owned ADRs and regarding the identity of any other persons then or previously having a beneficial interest in such ADRs and the nature of such interest and various other matters and (c) be bound by and subject to applicable provisions of the laws of the Cayman IslandsRepublic of South Africa, the Memorandum and Articles of Association of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association regarding any such Holder or Beneficial Owner’s interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Ownermade. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. The Company reserves the right to instruct Holders to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders of the Company's exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depositary, to the Company on the manner or manners in which it may enforce such rights with respect to any Holder.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, this Receipt, the Articles constituent documents of Association the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands Dutch law, any applicable law of the United States, the Memorandum and Articles constituent documents of Associationthe Company, any resolutions of the Company’s 's Board of Directors adopted pursuant to the Memorandum and Articles of Associationsuch constituent documents, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred)) regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsNetherlands, the Memorandum and Articles constituent documents of Association the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, and (c) without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands Dutch law, the rules and requirements of the Euronext Stock Exchange and any other stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association Company's constituent documents regarding any such Holder or Beneficial Owner’s 's interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article 5 and the Deposit Agreement and to comply with requests for information from the Company or the Depositary pursuant to the laws of the Netherlands, the rules and requirements of the Euronext Stock Exchange and any other stock exchange on which the Shares are, or will be registered, traded or listed, and the Company's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. The following description is provided by the Company solely as a courtesy to Holders and Beneficial Owners and nothing herein shall be interpreted as obligating the Company or the Depositary, or any of their respective agents, to ensure compliance with the ownership restrictions described in this Article (5). Holders of the Company’s Shares (including in principle holders of ADSs) may be subject to notification obligations under the FMSA. Shareholders (including in principle holders of ADSs) are advised to seek professional advice on these obligations.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, the Articles of Association and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands lawlaws of the Netherlands, any applicable law of the United States, the Memorandum and Articles of Association, any resolutions of the Company’s Management Board of Directors and Supervisory Board adopted pursuant to the Memorandum and Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry book‑entry system by which the ADSs or Receipts may be transferred), (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsDutch law, the Memorandum and Articles of Association and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry book‑entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands Dutch law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association regarding any such Holder or Beneficial Owner’s interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.
Appears in 1 contract
Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the Articles of Association each Owner and Beneficial Owner agrees, subject to applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as comply with requests from the Company Issuer or (at the Issuer’s request) the Depositary may request pursuant to law or to ensure compliance with (including, without limitation, relevant Cayman Islands A) Swiss or other applicable law, any applicable law of (B) the United States, the Memorandum rules and Articles of Association, any resolutions of the Company’s Board of Directors adopted pursuant to the Memorandum and Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs ADSs, Receipts or Receipts Shares may be transferred), and any stock exchange on which the Shares, Receipts or American Depositary Shares are, or will be, registered, traded or listed, (C) the Articles of Association or (D) this Deposit Agreement, which are made to obtain information, among other things, as to the capacity in which such Owner or Beneficial Owner or any of its affiliates owns American Depositary Shares (and Shares as the case may be) and regarding the identity of any such person and any other person(s) interested in such American Depositary Shares (and Shares, as the case may be) and the nature of such interest and various other matters, and (b) be bound by and subject to applicable provisions of the laws of the Cayman IslandsSwitzerland, the Memorandum and Articles of Association and the requirements of any markets or stock exchanges upon which the ADSs, Receipts or Shares are listed or tradedwill be registered, traded or listed, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder Owner and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders Owners or Beneficial Owners at the time of such request is made and, without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association regarding any such Holder or Beneficial Owner’s interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Ownerrequest. The Depositary agrees to use its reasonable efforts to forward forward, upon the written request of the Company, Issuer and at the Company’s expenseexpense of the Issuer, any such written request from the Company Issuer to the Holders Owners and to forward forward, as promptly as practicable, to the Company Issuer any such responses to such requests received by the Depositary. If the Issuer requests information from the Depositary, the Custodian or the nominee of either, as the registered owner of the Shares, the obligations of the Depositary, Custodian or such nominee (as the case may be) shall, subject to Section 3.6, be limited to disclosing to the Issuer the information contained in the register.
Appears in 1 contract