Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement or this ADR, each Holder and Beneficial Owner of the ADSs represented hereby agrees to comply with requests from the Company pursuant to applicable United Kingdom law, the rules and requirements of the London Stock Exchange, and of any other stock exchange on which Shares or ADSs are, or will be, registered, traded or listed, or the Memorandum and Articles of Association of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner owns ADSs (and Shares, as the case may be) and regarding the identity of any other person(s) interested in such ADSs 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. 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 Great Britain Companies Act 1985 (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. 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 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 Companies Act with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that any Holder or Beneficial Owner 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 directly or indirectly such Shares or ADSs representing such Shares is so interested, must within two (2) business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change in 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.
Appears in 3 contracts
Samples: Deposit Agreement (Imperial Chemical Industries PLC), Deposit Agreement (Imperial Chemical Industries PLC), Deposit Agreement (Imperial Chemical Industries PLC)
Compliance With Information Requests. Notwithstanding any other provision of this Deposit Agreement, the Deposit Agreement or this ADRArticles 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 Hong Kong law, any applicable law of the United States, the Articles of Association, any resolutions of the Company’s Board of Directors adopted pursuant to the Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs represented hereby 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 Hong Kong, the Articles of Association and applicable South Korean law and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded (including but not limited to ownership and status of securities reporting requirements), 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 Hong Kong law, applicable South Korean law and the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed (including but not limited to ownership and status of securities reporting requirements) 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. Each Holder and Beneficial Owner of ADSs further agrees to comply with requests for information from the Company or the Depositary pursuant to applicable United Kingdom lawthe laws of Hong Kong, the laws of South Korea and 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, or and the Memorandum and Articles of Association of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner owns ADSs (and Shares, as the case may be) and regarding the identity of any other person(s) interested in such ADSs and the nature of such interest and various other mattersAssociation, whether or not they are Holders and/or Beneficial Owners at the time of such request. Notwithstanding any other provision of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner The Depositary agrees to provide such information as use its reasonable efforts to forward upon the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the Great Britain Companies Act 1985 (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. Each Holder , and Beneficial Owner acknowledges that it understands that failure at the Company’s expense, any such request from the Company 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 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 Holders and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Companies Act with regard to the notification forward to the Company of interests in Shares, which currently provide, inter alia, that any Holder or Beneficial Owner 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 directly or indirectly such Shares or ADSs representing responses to such Shares is so interested, must within two (2) business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change in the particulars previously notified) notify the Company as required requests received 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 numberDepositary.
Appears in 2 contracts
Samples: Deposit Agreement (Wing Yip Food Holdings Group LTD), Deposit Agreement (Wing Yip Food Holdings Group LTD)
Compliance With Information Requests. Notwithstanding any other provision of this Deposit Agreement, the Deposit Agreement or this ADRarticles 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 laws of England and Wales, any applicable law of the United States, the articles of association of the Company, any resolutions of the Company's Board of Directors adopted pursuant to the articles of association of the Company, the requirements of any markets or exchanges upon which the Shares, ADSs represented hereby agrees 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 England and Wales, the articles of association of the Company and the requirements and rules 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 (c) without limiting the generality of the foregoing, comply with requests from all applicable provisions of the Company pursuant to applicable United Kingdom lawlaws of England and Wales, the Disclosure Regulations, the rules and requirements of the London Stock Exchange, and of any other stock exchange on which the Shares or ADSs are, or will bebe registered, traded or listed and the articles of association of the Company 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 any other requirements 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 Section 3.5 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, or and the Memorandum and Articles articles of Association association of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner owns ADSs (and Shares, as the case may be) and regarding the identity of any other person(s) interested in such ADSs 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. Notwithstanding any other provision of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner The Depositary agrees to provide such information as use its reasonable efforts to forward upon the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the Great Britain Companies Act 1985 (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. Each Holder , and Beneficial Owner acknowledges that it understands that failure at the Company's expense, any such request from the Company 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 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 Holders and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Companies Act with regard to the notification forward to the Company of interests in Shares, which currently provide, inter alia, that any Holder or Beneficial Owner 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 directly or indirectly such Shares or ADSs representing responses to such Shares is so interested, must within two (2) business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change in the particulars previously notified) notify the Company as required requests received 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 numberDepositary.
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. (a) Notwithstanding any other provision of this Receipt and the Deposit Agreement or this ADRAgreement, each Holder Owner and Beneficial Owner of the ADSs represented hereby holder agrees to comply with requests (sometimes referred to herein as a “Notice”) from the Company Company, pursuant to applicable United Kingdom lawthe Companies Xxx 0000 of England, Part VI Section 212, which are made to provide information as to the rules capacity in which such Owner or holder owns or owned Receipts and requirements of regarding the London Stock Exchange, and identity of any other stock exchange on which person then or previously interested in such Receipts and the nature of such interest.
(b) Any Owner or holder who fails to timely provide the information required by the Notice in respect of any Shares or ADSs areshall, or will be, registered, traded or listed, or in accordance with the Memorandum and Articles of Association of the Company, which are made forfeit the right to provide information, inter alia, as to (i) direct the capacity in which such Holder or Beneficial Owner owns ADSs (and Shares, as the case may be) and regarding the identity of any other person(s) interested in such ADSs 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. 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 Great Britain Companies Act 1985 (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. 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 Articles of Association which currently include, the withdrawal of voting rights of such Shares at any meeting of shareholders and (ii) exercise any other rights with respect to such Shares at any such meeting; provided, however, that in the imposition case of restrictions on the rights to receive dividends on and to transfer any such Shares. In addition, each Holder and Beneficial Owner agrees or holder so failing 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 or Beneficial Owner who is or becomes directly or indirectly interested (within the meaning of the Companies Act) in 3owns 0.25% or more of the Shares outstanding (a “Substantial Owner”) the directors of the Company may, in their absolute discretion, direct, by giving notice, that such Substantial Owner shall forfeit his right to (i) receive dividends in respect of such Shares and (ii) transfer such Shares otherwise than pursuant to an Arm’s Length Disposal. Compliance with the requirements of a Notice shall be made within 14 days from the date of receipt of a Notice by an Owner. The foregoing restriction on or is aware that another person for whom it holds directly limitations of rights with respect to Shares shall cease to apply whenever (i) the Owner or indirectly holder complies with the Notice or (ii) there has been an Arm’s Length Disposal of such Shares or ADSs the Receipts representing such Shares. As used in this Paragraph (12)(b) and Section 3.05(b) of the Deposit Agreement, Arm’s Length Disposal means (i) a bona fide sale or transfer to a person who is not a connected person for full value (including such a sale of Shares is so interested, must within two on a stock exchange) or (2ii) business days after becoming so interested or so aware a disposal pursuant to a tender offer.
(c) The foregoing Paragraphs (11) and thereafter (12)(a) and (12)(b) and Sections 3.04 and 3.05(a) and (b) of the Deposit Agreement are summaries of certain provisions of the Companies Xxx 0000 and the Company’s Articles of Association and are in certain circumstances upon any change all respects qualified by the full text thereof. Reference to ownership of Shares in said Paragraphs (11) and (12) and Sections 3.04 and 3.05 of the particulars previously notifiedDeposit Agreement shall be deemed to include ownership of Receipts evidencing American Depositary Shares representing Shares.
(d) notify The Depositary agrees to use its reasonable efforts to comply with written requests received from the Company as required by requesting that the Companies Act. After Depositary forward any such requests from the relevant threshold is exceeded, similar notifications must be made in respect of whole percentage figure increases or decreases, rounded down Company to the nearest whole numberOwner of Receipts and shall have no liability whatsoever other than to use such reasonable efforts to comply with such Company’s requests.
Appears in 2 contracts
Samples: Deposit Agreement (Glaxosmithkline PLC), Deposit Agreement (Glaxosmithkline PLC)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement or this ADRAgreement, the constituent documents 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 Irish law, Australian law, any applicable law of the United States, the constituent documents of the Company, any resolutions of the Company's Board of Directors adopted pursuant to such constituent documents, the requirements of any markets or exchanges upon which the CUFS, ADSs represented hereby agrees or Receipts are listed or traded, the terms of the CHESS Depositary 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 Ireland, the constituent documents of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or CUFS are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or CUFS may be transferred, to the same extent as if such Holder and Beneficial Owner held CUFS directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and (c) without limiting the generality of the foregoing, comply with requests from the Company pursuant to all applicable United Kingdom provisions of Irish law, the rules and requirements of the London Stock Exchange, and of any other stock exchange on which Shares or ADSs the CUFS are, or will bebe registered, traded or listed and the Company's constituent documents regarding any such Holder or Beneficial Owner's interest in CUFS (including the aggregate of ADSs and CUFS 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 to comply with requests for information from the Company or the Depositary pursuant to the laws of Ireland, the rules and requirements of any stock exchange on which the CUFS are, or will be registered, traded or listed, or the Memorandum and Articles of Association of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner owns ADSs (and Shares, as the case may be) and regarding the identity of any other person(s) interested in such ADSs and the nature of such interest and various other matters's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. Notwithstanding any other provision of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner The Depositary agrees to provide such information as use its reasonable efforts to forward upon the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the Great Britain Companies Act 1985 (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. Each Holder , and Beneficial Owner acknowledges that it understands that failure at the Company's expense, any such request from the Company 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 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 Holders and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Companies Act with regard to the notification forward to the Company of interests in Shares, which currently provide, inter alia, that any Holder or Beneficial Owner 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 directly or indirectly such Shares or ADSs representing responses to such Shares is so interested, must within two (2) business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change in the particulars previously notified) notify the Company as required requests received 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 numberDepositary.
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 Deposit Agreement, the Deposit Agreement or this ADRReceipts, the constituent documents 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 Swedish law, any applicable law of the United States, the constituent documents of the Company, any resolutions of the Company's Board of Directors or authorized committee thereof adopted pursuant to such constituent documents, the requirements of any markets or exchanges upon which the Shares, ADSs represented hereby agrees 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 Kingdom of Sweden, the constituent documents 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 (c) without limiting the generality of the foregoing, comply with requests from the Company pursuant to all applicable United Kingdom provisions of Swedish 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 bebe registered, traded or listed and the 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 promptly furnish the Company and the Depositary with any such notification made in accordance with this Section 3.5 and Article 5 of the Receipts 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 the Memorandum and Articles of Association of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner owns ADSs (and Shares, as the case may be) and regarding the identity of any other person(s) interested in such ADSs and the nature of such interest and various other matters's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. Notwithstanding any other provision of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner The Depositary agrees to provide such information as use its reasonable efforts to forward upon the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the Great Britain Companies Act 1985 (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, 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. Each 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 Beneficial Owner acknowledges that it understands that failure Holders agree 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 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 Companies Act with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that any Holder or Beneficial Owner 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 directly or indirectly such Shares or ADSs representing such Shares is so interested, must within two (2) business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change in 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 numberinstructions.
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 or this ADRAgreement, each Holder Owner and Beneficial Owner of the ADSs represented hereby agrees agrees, subject to applicable law, to (a) comply with requests from the Company Issuer or (at the Issuer’s request) the Depositary pursuant to or to ensure compliance with (A) Swiss or other applicable United Kingdom law, (B) the rules and requirements of any electronic book-entry system by which the London Stock ExchangeADSs, Receipts or Shares may be transferred, and of any other stock exchange on which the Shares, Receipts or American Depositary Shares or ADSs are, or will be, registered, traded or listed, or (C) the Memorandum and Articles of Association of or (D) the CompanyDeposit Agreement, which are made to provide obtain information, inter aliaamong other things, as to the capacity in which such Holder Owner or Beneficial Owner or any of its affiliates owns ADSs American Depositary Shares (and Shares, Shares as the case may be) and regarding the identity of any such person and any other person(s) interested in such ADSs 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 Switzerland, the Articles of Association and the requirements of any stock exchanges upon which the ADSs, Receipts or Shares are or will 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 Owner and Beneficial Owner held Shares directly, in each case whether or not they are Holders and/or Owners or Beneficial Owners at the time of such request. Notwithstanding any other provision of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner The Depositary agrees to provide use its reasonable efforts to forward, upon the written request of the Issuer and at the expense of the Issuer, any such written request from the Issuer to the Owners and to forward, as promptly as practicable, to the 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 Company registered owner of the Shares, the obligations of the Depositary, Custodian or such nominee (as the case may request in a disclosure notice (a "Disclosure Notice"be) given pursuant shall, subject to Article 8 and Section 3.8 of the Deposit Agreement, be limited to disclosing to the Great Britain Companies Act 1985 (as amended from time to time and including any statutory modification or re-enactment thereof, Issuer the "Companies Act" or the 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 information contained 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 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 Companies Act with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that any Holder or Beneficial Owner 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 directly or indirectly such Shares or ADSs representing such Shares is so interested, must within two (2) business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change in 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 numberregister.
Appears in 1 contract
Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement or this ADRany ADR(s), each Holder and Beneficial Owner of the ADSs represented hereby agrees to comply with requests from the Company pursuant to in accordance with applicable United Kingdom 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, registered, traded or listed, listed or the Memorandum and Articles of Association of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner owns ADSs (and Shares, Shares as the case may be) and regarding the identity of any other person(s) interested in such ADSs 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 and the Company agrees to reimburse the Depositary for reasonable out-of-pocket expenses incurred by the Depositary in connection with such requests. 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 Great Britain Companies Act 1985 (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. 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 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 Companies Act with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that any Holder or Beneficial Owner 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 directly or indirectly such Shares or ADSs representing such Shares is so interested, must within two (2) business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change in 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.
Appears in 1 contract
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement or Agreement, this ADRReceipt, the constituent documents 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 New Zealand law, any applicable law of the United States, the constituent documents of the Company, any resolutions of the Company's Board of Directors or authorized committee thereof adopted pursuant to such constituent documents, the requirements of any markets or exchanges upon which the Shares, ADSs represented hereby agrees 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 New Zealand, the constituent documents 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 (c) without limiting the generality of the foregoing, comply with requests from the Company pursuant to all applicable United Kingdom provisions of New Zealand 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 bebe registered, traded or listed and the 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 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 New Zealand, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed, or the Memorandum and Articles of Association of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner owns ADSs (and Shares, as the case may be) and regarding the identity of any other person(s) interested in such ADSs and the nature of such interest and various other matters's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. Notwithstanding any other provision of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner The Depositary agrees to provide such information as use its reasonable efforts to forward upon the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the Great Britain Companies Act 1985 (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. Each Holder , and Beneficial Owner acknowledges that it understands that failure at the Company's expense, any such request from the Company 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 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 Holders and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Companies Act with regard to the notification forward to the Company of interests in Shares, which currently provide, inter alia, that any Holder or Beneficial Owner 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 directly or indirectly such Shares or ADSs representing responses to such Shares is so interested, must within two (2) business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change in the particulars previously notified) notify the Company as required requests received 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 numberDepositary.
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, the Deposit Agreement or this ADRconstituent documents of the Issuer and applicable law, each Holder Owner and Beneficial Owner agrees to (a) provide such information as the Issuer or the Depositary may request pursuant to law (including, without limitation, relevant Portuguese law and any applicable law of the ADSs represented hereby agrees United States), the constituent documents of the Issuer, any resolutions of the Issuer's Board of Directors adopted pursuant to such constituent documents, the requirements of any markets or exchanges upon which the Shares, American Depositary Shares or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the American Depositary Shares 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 Portugal, the constituent documents of the Issuer and the requirements of any markets or exchanges upon which the American Depositary Shares, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the American Depositary Shares, Receipts or Shares may be transferred, to the same extent as if such Owner and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Owners or Beneficial Owners at the time such request is made and (c) without limiting the generality of the foregoing, comply with requests from the Company pursuant to all applicable United Kingdom provisions of Portuguese law, the rules and requirements of the London Stock Exchange, and of any other stock exchange on which the Shares are registered, traded or ADSs arelisted and the Issuer's constituent documents regarding any such Owner or Beneficial Owner's interest in Shares (including the aggregate of American Depositary Shares and Shares held by each such Owner or Beneficial Owner) and/or the disclosure of interests therein, whether or will benot the same may be enforceable against such Owner or Beneficial Owner. Each Owner and Beneficial Owner of American Depositary Shares further agrees to furnish the Issuer and the Depositary with any such notification made in accordance with this Section 3.5 and to comply with requests for information from the Issuer or the Depositary pursuant to the laws of Portugal, the rules and requirements of any stock exchange on which the Shares are registered, traded or listed, or the Memorandum and Articles of Association of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner owns ADSs (and Shares, as the case may be) and regarding the identity of any other person(s) interested in such ADSs and the nature of such interest and various other mattersIssuer's constituent documents, whether or not they are Holders Owners and/or Beneficial Owners at the time of such request. Notwithstanding any other provision of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner The Depositary agrees to provide use its reasonable efforts to forward upon the request of the Issuer, and at the Issuer's expense, any such information as request from the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant Issuer to the Great Britain Companies Act 1985 (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. 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 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 Owners and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Companies Act with regard forward to the notification Issuer any such responses to the Company of interests in Shares, which currently provide, inter alia, that any Holder or Beneficial Owner 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 directly or indirectly such Shares or ADSs representing such Shares is so interested, must within two (2) business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change in the particulars previously notified) notify the Company as required requests received 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 numberDepositary.
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 or this ADR, each Holder and Beneficial Owner of the ADSs represented hereby agrees to comply with requests from the Company pursuant to applicable United Kingdom law, the rules and requirements of the London Stock Exchange, and of any other stock exchange on which Shares or ADSs are, or will be, registered, traded or listed, or the Memorandum and Articles of Association of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner owns ADSs (and Shares, as the case may be) and regarding the identity of any other person(s) interested in such ADSs 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. 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 Great Britain United Kingdom Companies Act 1985 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 Companies Act 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 SharesShares and certain financial instruments, which currently the Company has informed the Depositary provide, as of the date of Amendment No. 1 to Deposit Agreement, dated as of ________, 2016, 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 Company has informed the Depositary that 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. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner who is or becomes directly or indirectly interested (within the meaning has not complied with any information request of the Companies Act) Company. Notwithstanding anything contained in 3% or more of this section to the outstanding Shares or is aware that another person for whom it holds directly or indirectly such Shares or ADSs representing such Shares is so interestedcontrary, must within two (2) business days after becoming so interested or so aware (and thereafter in certain circumstances upon the Depositary shall exercise its commercially reasonable efforts with respect to any change in the particulars previously notified) notify action requested by the Company as required by the Companies Act. After the relevant threshold is exceeded, similar notifications must to be made in respect of whole percentage figure increases or decreases, rounded down taken pursuant to the nearest whole numberpreceding sentence.
Appears in 1 contract
Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement or this ADRany ADR(s), each Holder and Beneficial Owner of the ADSs represented hereby agrees to comply with requests from the Company pursuant to applicable United Kingdom law, the rules and requirements of the London New York Stock Exchange, and of any other stock exchange on which the Shares or ADSs are, or will be, registered, traded or listed, listed or the Memorandum and Articles of Association of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner owns ADSs (and Shares, Shares as the case may be) and regarding the identity of any other person(s) interested in such ADSs 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. 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 Great Britain Companies Act 1985 (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. 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 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 Companies Act with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that any Holder or Beneficial Owner 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 directly or indirectly such Shares or ADSs representing such Shares is so interested, must within two (2) business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change in 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.
Appears in 1 contract
Samples: Deposit Agreement (Imperial Chemical Industries PLC)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement or Agreement, this ADRReceipt, 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, the relevant laws of England and Wales, any applicable law of the United States, the articles of association of the Company, any resolutions of the Company’s Board of Directors adopted pursuant to such articles of association, the requirements of any markets or exchanges upon which the Shares, ADSs represented hereby agrees 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 England and Wales, the 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 (c) without limiting the generality of the foregoing, comply with requests from all applicable provisions of the Company pursuant to applicable United Kingdom lawlaws of England and Wales, the Disclosure Regulations, the rules and requirements of the London Stock Exchange, and of any other stock exchange on which the Shares or ADSs are, or will bebe 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 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, or the Memorandum and Articles of Association of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner owns ADSs (and Shares, as the case may be) and regarding the identity ’s articles of any other person(s) interested in such ADSs and the nature of such interest and various other mattersassociation, whether or not they are Holders and/or Beneficial Owners at the time of such request. Notwithstanding any other provision of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner The Depositary agrees to provide such information as use its reasonable efforts to forward upon the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the Great Britain Companies Act 1985 (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. Each Holder , and Beneficial Owner acknowledges that it understands that failure at the Company’s expense, any such request from the Company 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 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 Holders and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Companies Act with regard to the notification forward to the Company of interests in Shares, which currently provide, inter alia, that any Holder or Beneficial Owner 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 directly or indirectly such Shares or ADSs representing responses to such Shares is so interested, must within two (2) business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change in the particulars previously notified) notify the Company as required requests received 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 numberDepositary.
Appears in 1 contract
Compliance With Information Requests. Notwithstanding any other provision of this Deposit Agreement, the Deposit Agreement or this ADRarticles 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 laws of England and Wales, any applicable law of the United States, the articles of association of the Company, any resolutions of the Company's Board of Directors adopted pursuant to such articles of association, the requirements of any markets or exchanges upon which the Shares, ADSs represented hereby agrees 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 England and Wales, the articles of association of the Company and the requirements and rules 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 (c) without limiting the generality of the foregoing, comply with requests from the Company pursuant to all applicable United Kingdom provisions of English 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 bebe 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. 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 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, or the Memorandum and Articles of Association of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner owns ADSs (and Shares, as the case may be) and regarding the identity 's articles of any other person(s) interested in such ADSs and the nature of such interest and various other mattersassociation, whether or not they are Holders and/or Beneficial Owners at the time of such request. Notwithstanding any other provision of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner The Depositary agrees to provide such information as use its reasonable efforts to forward upon the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the Great Britain Companies Act 1985 (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. Each Holder , and Beneficial Owner acknowledges that it understands that failure at the Company's expense, any such request from the Company 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 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 Holders and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Companies Act with regard to the notification forward to the Company of interests in Shares, which currently provide, inter alia, that any Holder or Beneficial Owner 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 directly or indirectly such Shares or ADSs representing responses to such Shares is so interested, must within two (2) business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change in the particulars previously notified) notify the Company as required requests received 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 numberDepositary.
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 or this ADRAgreement, the constituent documents 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 British Virgin Islands law, Australian law, any applicable law of the United States, the constituent documents of the Company, any resolutions of the Company's Board of Directors adopted pursuant to such constituent documents, the requirements of any markets or exchanges upon which the CUFS, ADSs represented hereby agrees or Receipts are listed or traded, the terms of the CHESS Depositary 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 British Virgin Islands, the constituent documents of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or CUFS are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or CUFS may be transferred, to the same extent as if such Holder and Beneficial Owner held CUFS directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and (c) without limiting the generality of the foregoing, comply with requests from the Company pursuant to all applicable United Kingdom provisions of Irish law, the rules and requirements of the London Stock Exchange, and of any other stock exchange on which Shares or ADSs the CUFS are, or will bebe registered, traded or listed and the Company's constituent documents regarding any such Holder or Beneficial Owner's interest in CUFS (including the aggregate of ADSs and CUFS 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 to comply with requests for information from the Company or the Depositary pursuant to the laws of the British Virgin Islands, the rules and requirements of any stock exchange on which the CUFS are, or will be registered, traded or listed, or the Memorandum and Articles of Association of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner owns ADSs (and Shares, as the case may be) and regarding the identity of any other person(s) interested in such ADSs and the nature of such interest and various other matters's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. Notwithstanding any other provision of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner The Depositary agrees to provide such information as use its reasonable efforts to forward upon the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the Great Britain Companies Act 1985 (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. Each Holder , and Beneficial Owner acknowledges that it understands that failure at the Company's expense, any such request from the Company 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 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 Holders and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Companies Act with regard to the notification forward to the Company of interests in Shares, which currently provide, inter alia, that any Holder or Beneficial Owner 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 directly or indirectly such Shares or ADSs representing responses to such Shares is so interested, must within two (2) business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change in the particulars previously notified) notify the Company as required requests received 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 numberDepositary.
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, the Deposit Agreement or this ADRarticles 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 laws of England and Wales, any applicable law of the United States, the articles of association of the Company, any resolutions of the Company's Board of Directors adopted pursuant to such articles of association, the requirements of any markets or exchanges upon which the Shares, ADSs represented hereby agrees 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 England and Wales, the articles of association of the Company and the requirements and rules 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 (c) without limiting the generality of the foregoing, comply with requests from the Company pursuant to all applicable United Kingdom provisions of English 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 bebe 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. 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 England and Wales, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed, or the Memorandum and Articles of Association of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner owns ADSs (and Shares, as the case may be) and regarding the identity 's articles of any other person(s) interested in such ADSs and the nature of such interest and various other mattersassociation, whether or not they are Holders and/or Beneficial Owners at the time of such request. Notwithstanding any other provision of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner The Depositary agrees to provide such information as use its reasonable efforts to forward upon the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the Great Britain Companies Act 1985 (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. Each Holder , and Beneficial Owner acknowledges that it understands that failure at the Company's expense, any such request from the Company 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 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 Holders and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Companies Act with regard to the notification forward to the Company of interests in Shares, which currently provide, inter alia, that any Holder or Beneficial Owner 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 directly or indirectly such Shares or ADSs representing responses to such Shares is so interested, must within two (2) business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change in the particulars previously notified) notify the Company as required requests received 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 numberDepositary.
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, the Deposit Agreement or this ADRArticles 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 Hong Kong law, any applicable law of the United States, the Articles of Association, any resolutions of the Company’s Board of Directors adopted pursuant to the Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs represented hereby 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 Hong Kong, the Articles of Association and applicable South Korean law and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded (including but not limited to ownership and status of securities reporting requirements), 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 Hong Kong law, applicable South Korean law and the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed (including but not limited to ownership and status of securities reporting requirements) 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. Each Holder and Beneficial Owner of ADSs further agrees to comply with requests for information from the Company or the Depositary pursuant to applicable United Kingdom lawthe laws of Hong Kong, the laws of South Korea and 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, or and the Memorandum and Articles of Association of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner owns ADSs (and Shares, as the case may be) and regarding the identity of any other person(s) interested in such ADSs and the nature of such interest and various other mattersAssociation, whether or not they are Holders and/or Beneficial Owners at the time of such request. Notwithstanding any other provision of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner The Depositary agrees to provide such information as use its reasonable efforts to forward upon the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the Great Britain Companies Act 1985 (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. Each Holder , and Beneficial Owner acknowledges that it understands that failure at the Company’s expense, any such request from the Company 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 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 Holders and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Companies Act with regard to the notification forward to the Company of interests in Shares, which currently provide, inter alia, that any Holder or Beneficial Owner 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 directly or indirectly such Shares or ADSs representing responses to such Shares is so interested, must within two (2) business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change in the particulars previously notified) notify the Company as required requests received 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 numberDepositary.
Appears in 1 contract
Samples: Deposit Agreement (Wing Yip Food Holdings Group LTD)
Compliance With Information Requests. Notwithstanding any other provision of this Deposit Agreement, the Deposit Agreement or this ADRconstituent documents 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 United Kingdom law, any applicable law of the United States, the constituent documents of the Company, any resolutions of the Company's Board of Directors or an authorized committee thereof adopted pursuant to such constituent documents, the requirements of any markets or exchanges upon which the Shares, ADSs represented hereby agrees 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 United Kingdom, the constituent documents 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 (c) without limiting the generality of the foregoing, comply with requests from the Company pursuant to all applicable provisions of United Kingdom 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 bebe registered, traded or listed and the 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 promptly 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 United Kingdom, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed, or the Memorandum and Articles of Association of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner owns ADSs (and Shares, as the case may be) and regarding the identity of any other person(s) interested in such ADSs and the nature of such interest and various other matters's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. Notwithstanding any other provision of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner The Depositary agrees to provide such information as use its reasonable efforts to forward upon the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the Great Britain Companies Act 1985 (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, 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. Each 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 Beneficial Owner acknowledges that it understands that failure Holders agree 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 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 Companies Act with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that any Holder or Beneficial Owner 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 directly or indirectly such Shares or ADSs representing such Shares is so interested, must within two (2) business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change in 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 numberinstructions.
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 or this ADR, each Holder and Beneficial Owner of the ADSs represented hereby agrees to comply with requests from the Company pursuant to applicable United Kingdom law, the rules and requirements of the London Stock Exchange, American Stock Exchange and of any other stock exchange on which Shares or ADSs are, or will be, registered, traded or listed, or the Memorandum and Articles of Association of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner owns ADSs (and Shares, as the case may be) and regarding the identity of any other person(s) interested in such ADSs 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 assist the Company in obtaining such information, including agreeing 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; 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 Great Britain United Kingdom Companies Act 1985 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 Companies Act 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 Sharesinterests
3.1 R (or a combination of such holdings) if the percentage of those voting rights reaches, which currently provide, inter alia, that any Holder exceeds or Beneficial Owner who is or becomes directly or indirectly interested (within the meaning of the Companies Act) in falls below 3% as a result of an acquisition or more disposal of the outstanding Shares shares or is aware that another person for whom it holds directly or indirectly such Shares or ADSs representing such Shares is so interested, must financial instruments falling within two (2) business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change in 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 numberDTR 5.
Appears in 1 contract
Samples: Deposit Agreement (British American Tobacco p.l.c.)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement or Agreement, this ADRReceipt, the constituent documents 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 Australian law, any applicable law of the United States, the constituent documents of the Company, any resolutions of the Company's Board of Directors (or an authorized committee thereof) adopted pursuant to such constituent documents, the requirements of any markets or exchanges upon which the Shares, ADSs represented hereby agrees 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 Commonwealth of Australia, the constituent documents 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 (c) without limiting the generality of the foregoing, comply with requests from all applicable provisions of the Company pursuant to applicable United Kingdom lawlaws of the Commonwealth of Australia, the rules and requirements of the London Stock Exchange, and of any other stock exchange on which the Shares or ADSs are, or will bebe registered, traded or listed and the 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 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 Memorandum and Articles of Association of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner owns ADSs (and Shares, as the case may be) and regarding the identity of any other person(s) interested in such ADSs and the nature of such interest and various other mattersDepositary, whether or not they are Holders and/or Beneficial Owners at the time of such request. Notwithstanding any other provision of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner The Depositary agrees to provide such information as use its reasonable commercial efforts to forward upon the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the Great Britain Companies Act 1985 (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. Each Holder , and Beneficial Owner acknowledges that it understands that failure at the Company's expense, any such request from the Company 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 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 Holders and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Companies Act with regard to the notification forward to the Company of interests in Shares, which currently provide, inter alia, that any Holder or Beneficial Owner 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 directly or indirectly such Shares or ADSs representing responses to such Shares is so interested, must within two (2) business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change in the particulars previously notified) notify the Company as required requests received 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 numberDepositary.
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, the Deposit Agreement or this ADRconstituent documents 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 New Zealand law, any applicable law of the United States, the constituent documents of the Company, any resolutions of the Company's Board of Directors or authorized committee thereof adopted pursuant to such constituent documents, the requirements of any markets or exchanges upon which the Shares, ADSs represented hereby agrees 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 New Zealand, the constituent documents 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 (c) without limiting the generality of the foregoing, comply with requests from the Company pursuant to all applicable United Kingdom provisions of New Zealand 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 bebe registered, traded or listed and the 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 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 New Zealand, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed, or the Memorandum and Articles of Association of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner owns ADSs (and Shares, as the case may be) and regarding the identity of any other person(s) interested in such ADSs and the nature of such interest and various other matters's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. Notwithstanding any other provision of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner The Depositary agrees to provide such information as use its reasonable efforts to forward upon the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the Great Britain Companies Act 1985 (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. Each Holder , and Beneficial Owner acknowledges that it understands that failure at the Company's expense, any such request from the Company 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 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 Holders and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Companies Act with regard to the notification forward to the Company of interests in Shares, which currently provide, inter alia, that any Holder or Beneficial Owner 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 directly or indirectly such Shares or ADSs representing responses to such Shares is so interested, must within two (2) business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change in the particulars previously notified) notify the Company as required requests received 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 numberDepositary.
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, the Deposit Agreement or this ADRconstituent documents 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 Argentinian law, regulations issued by the CNV, any applicable law of the United States, the constituent documents of the Company, any resolutions of the Company's Board of Directors adopted pursuant to such constituent documents, the requirements of any markets or exchanges upon which the Shares, ADSs represented hereby agrees 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, (b) be bound by and subject to applicable provisions of the laws of Argentina, regulations issued by the CNV, the constituent documents 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 (c) without limiting the generality of the foregoing, comply with requests from all applicable provisions of Argentine law, regulations issued by the Company pursuant to applicable United Kingdom lawCNV, the rules and requirements of the London Stock Exchange, and of any other stock exchange on which the Shares or ADSs are, or will bebe registered, traded or listed and the 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 Argentina, the regulations issued by the CNV, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed, or the Memorandum and Articles of Association of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner owns ADSs (and Shares, as the case may be) and regarding the identity of any other person(s) interested in such ADSs and the nature of such interest and various other matters's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. Notwithstanding any other provision of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner The Depositary agrees to provide such information as use its reasonable efforts to forward upon the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the Great Britain Companies Act 1985 (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. Each Holder , and Beneficial Owner acknowledges that it understands that failure at the Company's expense, any such request from the Company 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 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 Holders and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Companies Act with regard to the notification forward to the Company of interests in Shares, which currently provide, inter alia, that any Holder or Beneficial Owner 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 directly or indirectly such Shares or ADSs representing responses to such Shares is so interested, must within two (2) business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change in the particulars previously notified) notify the Company as required requests received 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 numberDepositary.
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 or Agreement, this ADRReceipt, the constituent documents 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 United Kingdom law, any applicable law of the United States, the constituent documents of the Company, any resolutions of the Company's Board of Directors or an authorized committee thereof adopted pursuant to such constituent documents, the requirements of any markets or exchanges upon which the Shares, ADSs represented hereby agrees 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 United Kingdom, the constituent documents 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 (c) without limiting the generality of the foregoing, comply with requests from the Company pursuant to all applicable provisions of United Kingdom 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 bebe registered, traded or listed and the 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 promptly 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, or the Memorandum and Articles of Association of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner owns ADSs (and Shares, as the case may be) and regarding the identity of any other person(s) interested in such ADSs and the nature of such interest and various other matters's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. Notwithstanding any other provision of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner The Depositary agrees to provide such information as use its reasonable efforts to forward upon the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the Great Britain Companies Act 1985 (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, 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. Each 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 Beneficial Owner acknowledges that it understands that failure Holders agree 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 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 Companies Act with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that any Holder or Beneficial Owner 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 directly or indirectly such Shares or ADSs representing such Shares is so interested, must within two (2) business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change in 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 numberinstructions.
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 or Agreement, this ADRReceipt, the constituent documents 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 law of the United Kingdom, any applicable law of the United States, the constituent documents of the Company, any resolutions of the Company’s Board of Directors or an authorized committee thereof adopted pursuant to such constituent documents, the requirements of any markets or exchanges upon which the Shares, ADSs represented hereby agrees 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 United Kingdom, the constituent documents 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 (c) without limiting the generality of the foregoing, comply with requests from the Company pursuant to all applicable provisions of United Kingdom 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 bebe registered, traded or listed and the 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 promptly 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, or the Memorandum and Articles of Association of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner owns ADSs (and Shares, as the case may be) and regarding the identity of any other person(s) interested in such ADSs and the nature of such interest and various other matters’s constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. 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 Great Britain Companies Act 1985 (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. 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 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 Companies Act with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that any Holder or Beneficial Owner who is or becomes directly or indirectly interested (within for the meaning purposes of the Companies Act) Disclosure and Transparency Rules), in 3% or more the issued ordinary share capital of the outstanding Shares Company equal to or in excess of the then “notifiable percentage” (at the date hereof, three percent) or such other amount as may be required by the Disclosure and Transparency Rules, or is aware that another person for whom it holds directly or indirectly such Shares or ADSs representing such Shares Receipts is so interested, must within two (2) business days (or such other period as may be required by the Disclosure and Transparency Rules) after becoming so interested or so aware (aware, and thereafter in certain circumstances upon any change in changes of at least one percent of the particulars previously notified) outstanding Shares, notify the Company as required by the Companies ActDisclosure and Transparency Rules. After The Depositary agrees to use its best efforts (unless advised that to do so would be prohibited by applicable law) to forward upon the relevant threshold is exceededrequest of the Company, similar notifications must be made in respect of whole percentage figure increases or decreasesand at the Company’s expense, rounded down any such request from the Company to the nearest whole numberHolders and to forward to the Company any such responses to such requests received by the Depositary, but, absent any such response, the Depositary’s and the Custodian’s obligations shall be limited to disclosing such information relating to the Shares in question as has been in each case recorded by it pursuant to the terms of this Deposit Agreement.
Appears in 1 contract
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement or this ADRADR to the contrary, each Holder and Beneficial Owner of the ADSs represented hereby agrees to comply with requests from the Company pursuant to applicable United Kingdom law, the rules and requirements of the London Stock Exchange, the UK Financial Conduct Authority and of Listing Authority, the New York Stock Exchange and any other stock exchange on which Shares or ADSs are, or will be, registered, traded or listed, or the Memorandum and Articles of Association of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner owns ADSs (and Shares, as the case may be) and regarding the identity of any other person(s) interested in such ADSs 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 assist the Company in obtaining such information, including agreeing 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. Notwithstanding any other provision of this the Deposit Agreement or any ADR(s) ADR to the contrary 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 Great Britain United Kingdom Companies Act 1985 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, Association
3.1 R (or a combination of such holdings) if the withdrawal percentage of those voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In additionreaches, each Holder and Beneficial Owner 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 exceeds or Beneficial Owner who is or becomes directly or indirectly interested (within the meaning of the Companies Act) in falls below 3% as a result of an acquisition or more disposal of the outstanding Shares shares or is aware that another person for whom it holds directly or indirectly such Shares or ADSs representing such Shares is so interested, must financial instruments falling within two (2) business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change in 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 numberDTR 5.
Appears in 1 contract
Samples: Amendment No. 1 to Amended and Restated Deposit Agreement (British American Tobacco p.l.c.)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement or this ADRany ADR(s), each Holder and Beneficial Owner of the ADSs represented hereby agrees to comply with requests from the Company pursuant to applicable United Kingdom 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, registered, traded or listed, listed or the Memorandum and Articles of Association of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner owns ADSs (and Shares, Shares as the case may be) and regarding the identity of any other person(s) interested in such ADSs 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. 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 Great Britain United Kingdom Companies Act 1985 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 Companies Act 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 any Holder or Beneficial Owner who is or becomes directly or indirectly interested (within a person must notify the meaning issuer of the Companies Actpercentage 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) in if the percentage of those voting rights reaches, exceeds or falls below 3% as a result of an acquisition or more disposal of the outstanding Shares shares or is aware that another person for whom it holds directly or indirectly such Shares or ADSs representing such Shares is so interested, must financial instruments falling within two (2) business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change in 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 numberDTR 5.
Appears in 1 contract
Compliance With Information Requests. Notwithstanding any other provision of this Deposit Agreement, the Deposit Agreement or this ADRarticles 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 laws of England and Wales, any applicable law of the United States, the articles of association of the Company, any resolutions of the Company’s Board of Directors adopted pursuant to the articles of association of the Company, the requirements of any markets or exchanges upon which the Shares, ADSs represented hereby agrees 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 England and Wales, the articles of association of the Company and the requirements and rules 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 (c) without limiting the generality of the foregoing, comply with requests from all applicable provisions of the Company pursuant to applicable United Kingdom lawlaws of England and Wales, the Disclosure Regulations, the rules and requirements of the London Stock Exchange, and of any other stock exchange on which the Shares or ADSs are, or will bebe registered, traded or listed and the articles of association of the Company 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 any other requirements 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 Section 3.5 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, or and the Memorandum and Articles articles of Association association of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner owns ADSs (and Shares, as the case may be) and regarding the identity of any other person(s) interested in such ADSs 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. Notwithstanding any other provision of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner The Depositary agrees to provide such information as use its reasonable efforts to forward upon the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the Great Britain Companies Act 1985 (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. Each Holder , and Beneficial Owner acknowledges that it understands that failure at the Company’s expense, any such request from the Company 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 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 Holders and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Companies Act with regard to the notification forward to the Company of interests in Shares, which currently provide, inter alia, that any Holder or Beneficial Owner 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 directly or indirectly such Shares or ADSs representing responses to such Shares is so interested, must within two (2) business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change in the particulars previously notified) notify the Company as required requests received 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 numberDepositary.
Appears in 1 contract
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement or Agreement, this ADRReceipt, the constituent documents 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 law of the United Kingdom, any applicable law of the United States, the constituent documents of the Company, any resolutions of the Company's Board of Directors or an authorized committee thereof adopted pursuant to such constituent documents, the requirements of any markets or exchanges upon which the Shares, ADSs represented hereby agrees 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 United Kingdom, the constituent documents 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 (c) without limiting the generality of the foregoing, comply with requests from the Company pursuant to all applicable provisions of United Kingdom 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 bebe registered, traded or listed and the 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 promptly 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, or the Memorandum and Articles of Association of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner owns ADSs (and Shares, as the case may be) and regarding the identity of any other person(s) interested in such ADSs and the nature of such interest and various other matters's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. 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 Great Britain Companies Act 1985 (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. 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 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 Companies Act with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that any Holder or Beneficial Owner who is or becomes directly or indirectly interested (within for the meaning purposes of the Companies Act) Disclosure and Transparency Rules), in 3% or more the issued ordinary share capital of the outstanding Shares Company equal to or in excess of the then “notifiable percentage” (at the date hereof, three percent) or such other amount as may be required by the Disclosure and Transparency Rules, or is aware that another person for whom it holds directly or indirectly such Shares or ADSs representing such Shares Receipts is so interested, must within two (2) business days (or such other period as may be required by the Disclosure and Transparency Rules) after becoming so interested or so aware (aware, and thereafter in certain circumstances upon any change in changes of at least one percent of the particulars previously notified) outstanding Shares, notify the Company as required by the Companies ActDisclosure and Transparency Rules. After The Depositary agrees to use its best efforts (unless advised that to do so would be prohibited by applicable law) to forward upon the relevant threshold is exceededrequest of the Company, similar notifications must be made in respect of whole percentage figure increases or decreasesand at the Company's expense, rounded down any such request from the Company to the nearest whole numberHolders and to forward to the Company any such responses to such requests received by the Depositary, but, absent any such response, the Depositary’s and the Custodian’s obligations shall be limited to disclosing such information relating to the Shares in question as has been in each case recorded by it pursuant to the terms of this Deposit Agreement.
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, the Deposit Agreement or this ADRconstituent documents 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 Argentinian law, regulations issued by the CNV, any applicable law of the United States, the constituent documents of the Company, any resolutions of the Company’s Board of Directors adopted pursuant to such constituent documents, the requirements of any markets or exchanges upon which the Shares, ADSs represented hereby agrees 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, (b) be bound by and subject to applicable provisions of the laws of Argentina, regulations issued by the CNV, the constituent documents 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 (c) without limiting the generality of the foregoing, comply with requests from all applicable provisions of Argentine law, regulations issued by the Company pursuant to applicable United Kingdom lawCNV, the rules and requirements of the London Stock Exchange, and of any other stock exchange on which the Shares or ADSs are, or will bebe registered, traded or listed and the 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 Argentina, the regulations issued by the CNV, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed, or the Memorandum and Articles of Association of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner owns ADSs (and Shares, as the case may be) and regarding the identity of any other person(s) interested in such ADSs and the nature of such interest and various other matters’s constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. Notwithstanding any other provision of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner The Depositary agrees to provide such information as use its reasonable efforts to forward upon the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the Great Britain Companies Act 1985 (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. Each Holder , and Beneficial Owner acknowledges that it understands that failure at the Company’s expense, any such request from the Company 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 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 Holders and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Companies Act with regard to the notification forward to the Company of interests in Shares, which currently provide, inter alia, that any Holder or Beneficial Owner 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 directly or indirectly such Shares or ADSs representing responses to such Shares is so interested, must within two (2) business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change in the particulars previously notified) notify the Company as required requests received 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 numberDepositary.
Appears in 1 contract
Samples: Deposit Agreement (Bioceres S.A.)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement or this ADR, each Holder and Beneficial Owner of the ADSs represented hereby agrees to comply with requests from the Company pursuant to in accordance with applicable United Kingdom law, the rules and requirements of the London Stock Exchange, and of any other stock exchange on which Shares or ADSs are, or will be, registered, traded or listed, or the Memorandum and Articles of Association of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner owns ADSs (and Shares, as the case may be) and regarding the identity of any other person(s) interested in such ADSs 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 and the Company agrees to reimburse the Depositary for reasonable out-of-pocket expenses incurred by the Depositary in connection with such requests. 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 Great Britain Companies Act 1985 (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. 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 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 Companies Act with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that any Holder or Beneficial Owner 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 directly or indirectly such Shares or ADSs representing such Shares is so interested, must within two (2) business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change in 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.
Appears in 1 contract
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement or this ADRany ADR(s), each Holder and Beneficial Owner of the ADSs represented hereby agrees to comply with requests from the Company pursuant to applicable United Kingdom law, the rules and requirements of the London Stock Exchange, American Stock Exchange, and of any other stock exchange on which the Shares or ADSs are, or will be, registered, traded or listed, listed or the Memorandum and Articles of Association of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner owns ADSs (and Shares, Shares as the case may be) and regarding the identity of any other person(s) interested in such ADSs 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 assist the Company in obtaining such information, including 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; provided, that, nothing herein shall be interpreted as obligating the Depositary to (x) provide or obtain any such information not provided to the Depositary by such Holders and/or Beneficial Owners or (y) to verify or vouch for the accuracy of any information so provided to 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 Great Britain United Kingdom Companies Act 1985 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 Companies Act with regard to Transparency Obligations Directive (Disclosure and Transparency Rules)
3.1 R (or a combination of such holdings) if the notification to the Company percentage of interests in Sharesthose voting rights reaches, which currently provide, inter alia, that any Holder exceeds or Beneficial Owner who is or becomes directly or indirectly interested (within the meaning of the Companies Act) in falls below 3% as a result of an acquisition or more disposal of the outstanding Shares shares or is aware that another person for whom it holds directly or indirectly such Shares or ADSs representing such Shares is so interested, must financial instruments falling within two (2) business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change in 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 numberDTR 5.
Appears in 1 contract
Samples: Deposit Agreement (British American Tobacco p.l.c.)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement or this ADRReceipt, each Holder and Beneficial Owner of the ADSs represented hereby agrees to comply with requests from the Company pursuant to applicable United Kingdom lawthe laws of the Cayman Islands, the laws of Hong Kong, the rules and requirements of the London Stock Exchange, National Association of Securities Dealers and of any other stock exchange on which the Shares or ADSs are, or will be, be registered, traded or listed, or the Company’s Memorandum and Articles of Association of the CompanyAssociation, which are made to provide information, inter alia, information as to the capacity in which such Holder or Beneficial Owner owns ADSs (and Shares, as the case may be) and regarding the identity of any other person(s) person interested in such ADSs and the nature of such interest and various other matters, matters whether or not they are Holders and/or Beneficial Owners Owner at the time of such request. Notwithstanding The Depositary agrees to use reasonable efforts to forward any such requests to the Holders and to forward to the Company any such responses to such requests received by the Depositary. Holders and holders of interests in ADSs will be subject to the provisions of the Hong Kong Securities and Futures Ordinance (the "Ordinance") and any other provision regulations of Hong Kong relating to disclosure of interests in Shares. For the purpose of this Deposit Agreement paragraph, "interest" shall have the meaning set forth in the Ordinance. Under the Ordinance, a Holder or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner agrees holder of an interest in ADSs will have a duty to provide such information as notify the Company may request and The Stock Exchange of Hong Kong Limited if such Holder or holder becomes aware that its interest in a disclosure notice Shares (a "Disclosure Notice"including its interest in Shares represented by ADSs) given pursuant to equals or exceeds 5% of long positions in the Great Britain Companies Act 1985 (as amended from time to time and including any statutory modification or re-enactment thereof, the "Companies Act" or the Articles of Association outstanding share capital of the Company. Each Such Holder or holder of an interest in ADSs may be required to further notify the Company and Beneficial Owner acknowledges the Stock Exchange of Hong Kong Limited of certain changes in such Holder or beneficial owner's interest in the Shares after the first notification. Failure by a Holder or holder to disclose its interests in accordance with the applicable regulations may attract sanctions and criminal penalties. Under the Ordinance, the Company may make inquiries if the Company knows or has reasonable cause to believe that a Holder or holder of an interest in ADSs has any interest in Shares (including its interest in Shares represented by ADSs and/or any deemed or attributable interests specified in the Ordinance (including but not limited to equity derivatives)) or has a short position in Shares or ADSs. The Depositary agrees that it understands that failure shall use reasonable efforts to comply with a Disclosure Notice may result written instructions received from the Company requesting that the Depositary forward any such requests for information relating to such interest in the imposition of sanctions against the holder of Shares in respect of which the non-complying person is or was, or appears ADSs to be or has been, interested as provided in the Companies Act and the 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 Holder and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Companies Act with regard to the notification forward to the Company of interests any responses to such requests received by the Depositary; provided that, except as otherwise provided in Sharesthis Deposit Agreement, which currently provide, inter alia, that nothing herein shall be interpreted as obligating the Depositary to obtain any Holder information not provided to the Depositary by such Holders or Beneficial Owner who is or becomes directly or indirectly interested (within otherwise in the meaning possession of the Companies Act) in 3% or more Depositary. Each of the outstanding Holders and Beneficial Owners agrees to cause its interest in Shares (including its interest in Shares represented by ADSs) be disclosed in a manner as may be required under the Ordinance and other regulations of Hong Kong and acknowledges that the Depositary does not have the obligation to ensure the compliance by any person with any laws and regulations of Hong Kong or is aware that another person for whom it holds directly or indirectly such Shares or ADSs representing such Shares is so interested, must within two (2) business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change in rules of 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 Stock Exchange of whole percentage figure increases or decreases, rounded down to the nearest whole numberHong Kong Limited.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Compliance With Information Requests. (a) Notwithstanding any other provision of the Deposit Agreement or this ADRAgreement, each Holder Owner and Beneficial Owner of the ADSs represented hereby holder agrees to comply with requests (sometimes referred to herein as a "Notice") from the Company Company, pursuant to applicable United Kingdom law, the rules and requirements Section 793 of the London Stock ExchangeCompanies Xxx 0000, as amended (the “Companies Act”), which are made to provide information as to the capacity in which such Owner or holder owns or owned Receipts and regarding the identity of any other stock exchange on which person then or previously interested in such Receipts and the nature of such interest (as such term is defined in Part 22 of the Companies Act).
(b) Any Owner or holder who fails to timely provide the information required by the Notice in respect of any Shares or ADSs areshall, or will be, registered, traded or listed, or in accordance with the Memorandum and Articles of Association of the Company, which are made forfeit the right to provide information(i) direct the voting of such Shares at any meeting of shareholders and (ii) exercise any other rights with respect to such Shares at any such meeting; provided, inter aliahowever, as to the capacity that in which such Holder or Beneficial Owner owns ADSs (and Shares, as the case may be) and regarding the identity of any other person(s) interested in such ADSs and Owner or holder so failing to comply who owns 0.25% or more of 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. 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 Shares outstanding (a "Disclosure NoticeSubstantial Owner") given the directors of the Company may, in their absolute discretion, direct, by giving notice, that such Substantial Owner shall forfeit his right to (i) receive dividends in respect of such Shares and (ii) transfer such Shares otherwise than pursuant to an Arm's Length Disposal. Compliance with the Great Britain requirements of a Notice shall be made within 14 days from the date of receipt of a Notice by an Owner. The foregoing restriction on or limitations of rights with respect to Shares shall cease to apply whenever (i) the Owner or holder complies with the Notice or (ii) there has been an Arm's Length Disposal of such Shares or the Receipts representing such Shares. As used in Section 3.05(b) of the Deposit Agreement, Arm's Length Disposal means (i) a bona fide sale or transfer to a person who is not a connected person for full value (including such a sale of Shares on a stock exchange) or, (ii) a disposal pursuant to a tender offer.
(c) The foregoing Sections 3.04 and 3.05(a) and (b) of the Deposit Agreement are summaries of certain provisions of the Companies Act 1985 (Xxx 0000, the UK Financial Conduct Authority’s Disclosure and Transparency Rules and the Company's Articles of Association and are in all respects qualified by the full text thereof, as amended from time to time time. Reference to ownership of Shares in said Sections 3.04 and including any statutory modification or re-enactment thereof, the "Companies Act" or the Articles of Association 3.05 of the Company. Each Holder and Beneficial Owner acknowledges that it understands that failure Deposit Agreement shall be deemed to include ownership of Receipts evidencing American Depositary Shares representing Shares.
(d) The Depositary agrees to use its reasonable efforts to comply with a Disclosure Notice may result in written requests received from the imposition Company requesting that the Depositary forward any such requests from the Company to the Owner of sanctions against the holder of Shares in respect of which the non-complying person is or was, or appears Receipts and shall have no liability whatsoever other than to be or has been, interested as provided in the Companies Act and the Articles of Association which currently include, the withdrawal of voting rights of use 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 reasonable efforts 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 or Beneficial Owner 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 directly or indirectly such Shares or ADSs representing such Shares is so interested, must within two (2) business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change in 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 numberCompany's requests.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement or Agreement, this ADRReceipt, the Articles of Association of the Company and applicable law, each Holder and Beneficial Owner of the ADSs represented hereby agrees to comply with requests from (a) provide such information as the Company or the Depositary may request pursuant to applicable law (including, without limitation, relevant laws of England and Wales, the European Union and of the United Kingdom States, the Articles of Association of the Company, any resolutions of the Company's Board of Directors adopted pursuant to 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 applicable laws, the 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 (c) without limiting the generality of the foregoing, comply with all applicable provisions of applicable law, the rules and requirements of the London Stock Exchange, Exchange and of any other stock exchange on which the Shares or ADSs are, or will bebe 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. 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 for information from the Company pursuant to applicable laws, 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, or and the Memorandum and Company's Articles of Association of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner owns ADSs (and Shares, as the case may be) and regarding the identity of any other person(s) interested in such ADSs and the nature of such interest and various other mattersAssociation, whether or not they are Holders and/or Beneficial Owners at the time of such request. Notwithstanding any other provision of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner The Depositary agrees to provide such information as use its reasonable efforts to forward upon the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the Great Britain Companies Act 1985 (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. Each Holder , and Beneficial Owner acknowledges that it understands that failure at the Company's expense, any such request from the Company 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 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 Holders and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Companies Act with regard to the notification forward to the Company of interests in Shares, which currently provide, inter alia, that any Holder or Beneficial Owner 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 directly or indirectly such Shares or ADSs representing responses to such Shares is so interested, must within two (2) business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change in the particulars previously notified) notify the Company as required requests received 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 numberDepositary.
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 or Agreement, this ADRReceipt, the constituent documents 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 Swedish law, any applicable law of the United States, the constituent documents of the Company, any resolutions of the Company's Board of Directors or authorized committee thereof adopted pursuant to such constituent documents, the requirements of any markets or exchanges upon which the Shares, ADSs represented hereby agrees 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 Kingdom of Sweden, the constituent documents 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 (c) without limiting the generality of the foregoing, comply with requests from the Company pursuant to all applicable United Kingdom provisions of Swedish 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 bebe registered, traded or listed and the 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 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 the Memorandum and Articles of Association of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner owns ADSs (and Shares, as the case may be) and regarding the identity of any other person(s) interested in such ADSs and the nature of such interest and various other matters's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. Notwithstanding any other provision of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner The Depositary agrees to provide such information as use its reasonable efforts to forward upon the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the Great Britain Companies Act 1985 (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, 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. Each 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 Beneficial Owner acknowledges that it understands that failure Holders agree 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 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 Companies Act with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that any Holder or Beneficial Owner 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 directly or indirectly such Shares or ADSs representing such Shares is so interested, must within two (2) business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change in 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 numberinstructions.
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 or Agreement, this ADRReceipt, the constituent documents 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 Spanish law, any applicable law of the United States, the constituent documents of the Company, any resolutions of the Company's Board of Directors or authorized committee thereof adopted pursuant to such constituent documents, the requirements of any markets or exchanges upon which the Shares, ADSs represented hereby agrees 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 Kingdom of Spain, the constituent documents 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 (c) without limiting the generality of the foregoing, comply with requests from the Company pursuant to all applicable United Kingdom provisions of Spanish 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 bebe registered, traded or listed and the 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 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 Spain, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed, or the Memorandum and Articles of Association of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner owns ADSs (and Shares, as the case may be) and regarding the identity of any other person(s) interested in such ADSs and the nature of such interest and various other matters's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. Notwithstanding any other provision of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner The Depositary agrees to provide such information as use its reasonable efforts to forward upon the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the Great Britain Companies Act 1985 (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. Each Holder , and Beneficial Owner acknowledges that it understands that failure at the Company's expense, any such request from the Company 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 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 Holders and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Companies Act with regard to the notification forward to the Company of interests in Shares, which currently provide, inter alia, that any Holder or Beneficial Owner 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 directly or indirectly such Shares or ADSs representing responses to such Shares is so interested, must within two (2) business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change in the particulars previously notified) notify the Company as required requests received 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 numberDepositary.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)