Common use of Compliance With Information Requests Clause in Contracts

Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement or any ADR(s), each Holder and Beneficial Owner agrees to comply with requests from the Company pursuant to applicable law, the rules and requirements of the London Stock Exchange, and any other stock exchange on which the Shares or ADSs are, or will be, registered, traded or listed or the 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 United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the “Companies Act”), including pursuant to Section 793 thereof, or the Memorandum and Articles of Association of the Company. Each Holder and Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Memorandum and Articles of Association which currently include, the withdrawal of voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Transparency Obligations Directive (Disclosure and Transparency Rules) Instrument 2006 (FSA 2006/70) and the Disclosure Rules and Transparency Rules sourcebook (“DTR”), including Chapter 5 thereof (“DTR 5, Vote holder and issuer notification rules”) with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that a person must notify the issuer of the percentage of its voting rights he holds as shareholder or through his direct or indirect holding of financial instruments falling within DTR 5.3.1 R (or a combination of such holdings) if the percentage of those voting rights reaches, exceeds or falls below 3% as a result of an acquisition or disposal of shares or financial instruments falling within DTR 5.3.1

Appears in 3 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Aviva PLC), Deposit Agreement (Aviva PLC)

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Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement or any ADR(s)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 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 United Kingdom Great Britain Companies Act 2006 1985 (as amended from time to time and including any statutory modification or re-enactment thereof, the "Companies Act”), including pursuant to Section 793 thereof, " or the Memorandum and Articles of Association of the Company. Each Holder and Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Memorandum and Articles of Association which currently include, the withdrawal of voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Transparency Obligations Directive (Disclosure and Transparency Rules) Instrument 2006 (FSA 2006/70) and the Disclosure Rules and Transparency Rules sourcebook (“DTR”), including Chapter 5 thereof (“DTR 5, Vote holder and issuer notification rules”) Companies Act with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that a 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 issuer 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 percentage of its voting rights he holds as shareholder or through his direct or indirect holding of financial instruments falling within DTR 5.3.1 R (or a combination of such holdings) if the percentage of those voting rights reaches, exceeds or falls below 3% as a result of an acquisition or disposal of shares or financial instruments falling within DTR 5.3.1nearest 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 any ADR(s)articles of association of the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant 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 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 lawlaws of England and Wales, the Disclosure Regulations, the rules and requirements of the London Stock Exchange, and any other stock exchange on which the Shares or ADSs are, or will be, be registered, traded or listed or and the Articles articles of Association association of the Company, which are made to provide information, inter alia, as to the capacity in which Company regarding any such Holder or Beneficial Owner owns Owner's interest in Shares (including the aggregate of ADSs (and Shares as held by each such Holder or Beneficial Owner) and/or any other requirements for the case disclosure of interests therein, whether or not the same may be) be enforceable against such Holder or Beneficial Owner. Each Holder and regarding Beneficial Owner of ADSs further agrees to furnish the identity 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 other person(s) interested in such ADSs stock exchange on which the Shares are, or will be registered, traded or listed, and the nature articles of such interest and various other mattersassociation of the Company, 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, forward upon the request of the Company Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. Notwithstanding any other provision of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner agrees to provide such information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the “Companies Act”), including pursuant to Section 793 thereof, or the Memorandum and Articles of Association of the Company. Each Holder and Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Memorandum and Articles of Association which currently include, the withdrawal of voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Transparency Obligations Directive (Disclosure and Transparency Rules) Instrument 2006 (FSA 2006/70) and the Disclosure Rules and Transparency Rules sourcebook (“DTR”), including Chapter 5 thereof (“DTR 5, Vote holder and issuer notification rules”) with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that a person must notify the issuer of the percentage of its voting rights he holds as shareholder or through his direct or indirect holding of financial instruments falling within DTR 5.3.1 R (or a combination of such holdings) if the percentage of those voting rights reaches, exceeds or falls below 3% as a result of an acquisition or disposal of shares or financial instruments falling within DTR 5.3.1.

Appears in 2 contracts

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement or any ADR(s)Agreement, 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 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 provisions of Irish law, the rules and requirements of the London Stock Exchange, and any other stock exchange on which the Shares or ADSs CUFS are, or will be, be registered, traded or listed or the Articles of Association of and the Company, which are made to provide information, inter alia, as to the capacity in which '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 owns of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article (and Shares as the case may be5) and regarding to comply with requests for information from the identity Company or the Depositary pursuant to the laws of Ireland, the rules and requirements of any other person(s) interested in such ADSs stock exchange on which the CUFS are, or will be registered, traded or listed, and the nature of such interest and various other mattersCompany's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward, forward upon the request of the Company Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. Notwithstanding any other provision of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner agrees to provide such information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the “Companies Act”), including pursuant to Section 793 thereof, or the Memorandum and Articles of Association of the Company. Each Holder and Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Memorandum and Articles of Association which currently include, the withdrawal of voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Transparency Obligations Directive (Disclosure and Transparency Rules) Instrument 2006 (FSA 2006/70) and the Disclosure Rules and Transparency Rules sourcebook (“DTR”), including Chapter 5 thereof (“DTR 5, Vote holder and issuer notification rules”) with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that a person must notify the issuer of the percentage of its voting rights he holds as shareholder or through his direct or indirect holding of financial instruments falling within DTR 5.3.1 R (or a combination of such holdings) if the percentage of those voting rights reaches, exceeds or falls below 3% as a result of an acquisition or disposal of shares or financial instruments falling within DTR 5.3.1.

Appears in 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 any ADR(s)constitutional 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, the relevant laws of England and Wales, any applicable law of the United States, the constitutional documents of the Company, any resolutions of the Company’s Board of Directors adopted pursuant to such constitutional documents, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to the applicable provisions of the laws of England and Wales, any applicable law of the United States, the constitutional documents of the Company, any resolutions of the Company’s Board of Directors adopted pursuant to such constitutional documents, and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and (c) without limiting the generality of the foregoing, comply with requests from all applicable provisions of the Company pursuant to laws of England and Wales, any applicable lawlaw of the United States, the rules and requirements of the London Stock Exchange, and any other stock exchange on which the Shares Shares, ADSs or ADSs Receipts are, or will be, be registered, traded or listed or the Articles of Association of and the Company, which are made to provide information, inter alia, as to the capacity in which ’s constitutional documents regarding any such Holder or Beneficial Owner owns Owner’s interest in Shares, ADSs or Receipts (and Shares as including the case may be) and regarding the identity aggregate of any other person(s) interested in such Shares, ADSs and Receipts held by each such Holder or Beneficial Owner) and/or the nature disclosure of interests therein, any resolutions of the Company’s Board of Directors adopted pursuant to such interest and various other mattersconstitutional documents, whether or not they are Holders and/or the same may be enforceable against such Holder 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 United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the “Companies Act”), including pursuant to Section 793 thereof, or the Memorandum and Articles of Association of the Company. Each Holder and Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Memorandum and Articles of Association which currently include, the withdrawal of voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Transparency Obligations Directive (Disclosure and Transparency Rules) Instrument 2006 (FSA 2006/70) and the Disclosure Rules and Transparency Rules sourcebook (“DTR”), including Chapter 5 thereof (“DTR 5, Vote holder and issuer notification rules”) with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that a person must notify the issuer of the percentage of its voting rights he holds as shareholder or through his direct or indirect holding of financial instruments falling within DTR 5.3.1 R (or a combination of such holdings) if the percentage of those voting rights reaches, exceeds or falls below 3% as a result of an acquisition or disposal of shares or financial instruments falling within DTR 5.3.1Owner.

Appears in 2 contracts

Samples: Deposit Agreement (Amec PLC), Deposit Agreement (Amec PLC)

Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement or any ADR(s)Agreement, this Receipt, 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 Argentine 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 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 lawCNV, the rules and requirements of the London Stock Exchange, and any other stock exchange on which the Shares or ADSs are, or will be, be registered, traded or listed or the Articles of Association of and the Company, which are made to provide information, inter alia, as to the capacity in which ’s constituent documents regarding any such Holder or Beneficial Owner owns Owner’s interest in Shares (including the aggregate of ADSs (and Shares as held by each such Holder or Beneficial Owner) and/or the case disclosure of interests therein, whether or not the same may bebe 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 regarding the identity Deposit Agreement and to comply with requests for information from the Company or the Depositary pursuant to the laws of Argentina, regulations issued by the CNV, the rules and requirements of any other person(s) interested in such ADSs stock exchange on which the Shares are, or will be registered, traded or listed, and the nature of such interest and various other mattersCompany’s constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward, forward upon the request of the Company Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. Notwithstanding any other provision of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner agrees to provide such information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the “Companies Act”), including pursuant to Section 793 thereof, or the Memorandum and Articles of Association of the Company. Each Holder and Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Memorandum and Articles of Association which currently include, the withdrawal of voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Transparency Obligations Directive (Disclosure and Transparency Rules) Instrument 2006 (FSA 2006/70) and the Disclosure Rules and Transparency Rules sourcebook (“DTR”), including Chapter 5 thereof (“DTR 5, Vote holder and issuer notification rules”) with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that a person must notify the issuer of the percentage of its voting rights he holds as shareholder or through his direct or indirect holding of financial instruments falling within DTR 5.3.1 R (or a combination of such holdings) if the percentage of those voting rights reaches, exceeds or falls below 3% as a result of an acquisition or disposal of shares or financial instruments falling within DTR 5.3.1.

Appears in 1 contract

Samples: Deposit Agreement (Bioceres S.A.)

Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement or any ADR(s)Agreement, 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 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 provisions of Irish law, the rules and requirements of the London Stock Exchange, and any other stock exchange on which the Shares or ADSs CUFS are, or will be, be registered, traded or listed or the Articles of Association of and the Company, which are made to provide information, inter alia, as to the capacity in which '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 owns of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article (and Shares as the case may be5) and regarding to comply with requests for information from the identity Company or the Depositary pursuant to the laws of the British Virgin Islands, the rules and requirements of any other person(s) interested in such ADSs stock exchange on which the CUFS are, or will be registered, traded or listed, and the nature of such interest and various other mattersCompany's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward, forward upon the request of the Company Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. Notwithstanding any other provision of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner agrees to provide such information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the “Companies Act”), including pursuant to Section 793 thereof, or the Memorandum and Articles of Association of the Company. Each Holder and Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Memorandum and Articles of Association which currently include, the withdrawal of voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Transparency Obligations Directive (Disclosure and Transparency Rules) Instrument 2006 (FSA 2006/70) and the Disclosure Rules and Transparency Rules sourcebook (“DTR”), including Chapter 5 thereof (“DTR 5, Vote holder and issuer notification rules”) with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that a person must notify the issuer of the percentage of its voting rights he holds as shareholder or through his direct or indirect holding of financial instruments falling within DTR 5.3.1 R (or a combination of such holdings) if the percentage of those voting rights reaches, exceeds or falls below 3% as a result of an acquisition or disposal of shares or financial instruments falling within DTR 5.3.1.

Appears in 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 any ADR(s)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 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 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 '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 DepositaryDepositary 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 United Kingdom Great Britain Companies Act 2006 1985 (as amended from time to time and including any statutory modification or re-enactment thereof, the "Companies Act”), including pursuant to Section 793 thereof, " or the Memorandum and Articles of Association of the Company. Each Holder and Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Memorandum and Articles of Association which currently include, the withdrawal of voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Transparency Obligations Directive (Disclosure and Transparency Rules) Instrument 2006 (FSA 2006/70) and the Disclosure Rules and Transparency Rules sourcebook (“DTR”), including Chapter 5 thereof (“DTR 5, Vote holder and issuer notification rules”) Companies Act with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that a 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 issuer 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 percentage of its voting rights he holds as shareholder or through his direct or indirect holding of financial instruments falling within DTR 5.3.1 R (or a combination of such holdings) if the percentage of those voting rights reaches, exceeds or falls below 3% as a result of an acquisition or disposal of shares or financial instruments falling within DTR 5.3.1nearest whole number.

Appears in 1 contract

Samples: Deposit Agreement (Hanson Building Materials PLC)

Compliance With Information Requests. Notwithstanding any other provision of this Deposit Agreement, the Deposit Agreement or any ADR(s)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 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 provisions of Irish law, the rules and requirements of the London Stock Exchange, and any other stock exchange on which the Shares or ADSs CUFS are, or will be, be registered, traded or listed or the Articles of Association of and the Company, which are made to provide information, inter alia, as to the capacity in which '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 owns of ADSs (further agrees to furnish the Company and Shares as the case may be) Depositary with any such notification made in accordance with this Section 3.5 and regarding to comply with requests for information from the identity Company or the Depositary pursuant to the laws of Ireland, the rules and requirements of any other person(s) interested in such ADSs stock exchange on which the CUFS are, or will be registered, traded or listed, and the nature of such interest and various other mattersCompany's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward, forward upon the request of the Company Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. Notwithstanding any other provision of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner agrees to provide such information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the “Companies Act”), including pursuant to Section 793 thereof, or the Memorandum and Articles of Association of the Company. Each Holder and Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Memorandum and Articles of Association which currently include, the withdrawal of voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Transparency Obligations Directive (Disclosure and Transparency Rules) Instrument 2006 (FSA 2006/70) and the Disclosure Rules and Transparency Rules sourcebook (“DTR”), including Chapter 5 thereof (“DTR 5, Vote holder and issuer notification rules”) with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that a person must notify the issuer of the percentage of its voting rights he holds as shareholder or through his direct or indirect holding of financial instruments falling within DTR 5.3.1 R (or a combination of such holdings) if the percentage of those voting rights reaches, exceeds or falls below 3% as a result of an acquisition or disposal of shares or financial instruments falling within DTR 5.3.1.

Appears in 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 any ADR(s)this ADR, each Holder and Beneficial Owner of the ADSs represented hereby agrees to comply with requests from the Company pursuant to applicable law, the rules and requirements of the London Stock Exchange, American Stock Exchange and 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 agreeing to forward, upon the request of the Company and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. ; Notwithstanding any other provision of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner agrees to provide such information as the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the "Companies Act"), including pursuant to Section 793 thereof, or the Memorandum and Articles of Association of the Company. Each Holder and Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Memorandum and Articles of Association which currently include, the withdrawal of voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Transparency Obligations Directive (Disclosure and Transparency Rules) Instrument 2006 (FSA 2006/70) and the Disclosure Rules and Transparency Rules sourcebook ("DTR"), including Chapter 5 thereof ("DTR 5, Vote holder and issuer notification rules") with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that a person must notify the issuer of the percentage of its voting rights he holds as shareholder or through his direct or indirect holding of financial instruments falling within DTR 5.3.1 R (or a combination of such holdings) if the percentage of those voting rights reaches, exceeds or falls below 3% as a result of an acquisition or disposal of shares or financial instruments falling within DTR 5.3.1interests

Appears in 1 contract

Samples: Deposit Agreement (British American Tobacco p.l.c.)

Compliance With Information Requests. Notwithstanding any other provision of this Deposit Agreement, the Deposit Agreement or any ADR(s)Receipts, 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 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 provisions of Swedish law, the rules and requirements of the London Stock Exchange, and any other stock exchange on which the Shares or ADSs are, or will be, be registered, traded or listed or the Articles of Association of and the Company, which are made to provide information, inter alia, as to the capacity in which 's constituent documents regarding any such Holder or Beneficial Owner owns Owner's interest in Shares (including the aggregate of ADSs (and Shares as held by each such Holder or Beneficial Owner) and/or the case disclosure of interests therein, whether or not the same may be) be enforceable against such Holder or Beneficial Owner. Each Holder and regarding Beneficial Owner of ADSs further agrees to promptly furnish the identity 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 other person(s) interested in such ADSs stock exchange on which the Shares are, or will be registered, traded or listed, and the nature of such interest and various other mattersCompany's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward, forward upon the request of the Company Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. Notwithstanding any other provision The Company reserves the right to instruct Holders to deliver their ADSs for cancellation and withdrawal of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner agrees Deposited Securities so as to provide such information as permit the Company may request in to deal directly with the Holder thereof as a disclosure notice (a “Disclosure Notice”) given pursuant to the United Kingdom Companies Act 2006 (as amended from time to time holder of Shares 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 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 Memorandum and Articles of Association which currently include, the withdrawal of voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Transparency Obligations Directive (Disclosure and Transparency Rules) Instrument 2006 (FSA 2006/70) and the Disclosure Rules and Transparency Rules sourcebook (“DTR”), including Chapter 5 thereof (“DTR 5, Vote holder and issuer notification rules”) with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that a person must notify the issuer of the percentage of its voting rights he holds as shareholder or through his direct or indirect holding of financial instruments falling within DTR 5.3.1 R (or a combination of such holdings) if the percentage of those voting rights reaches, exceeds or falls below 3% as a result of an acquisition or disposal of shares or financial instruments falling within DTR 5.3.1instructions.

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 any ADR(s)Agreement, this Receipt, 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 laws of the Commonwealth of Australia, any applicable law of the United States, the constituent documents of the Company, any resolutions of the Company's Board of Directors (or any authorized committee thereof) adopted pursuant to such constituent documents, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred) regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of the 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 lawlaws of the Commonwealth of Australia, the rules and requirements of the London Stock Exchange, and any other stock exchange on which the Shares or ADSs are, or will be, be registered, traded or listed or the Articles of Association of and the Company, which are made to provide information, inter alia, as to the capacity in which 's constituent documents regarding any such Holder or Beneficial Owner owns Owner's interest in Shares (including the aggregate of ADSs (and Shares as held by each such Holder or Beneficial Owner) and/or the case disclosure of interests therein, whether or not the same may be) be enforceable against such Holder or Beneficial Owner. Each Holder and regarding Beneficial Owner of ADSs further agrees to furnish the identity 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 other person(s) interested in such ADSs stock exchange on which the Shares are, or will be registered, traded or listed, and the nature of such interest and various other mattersCompany's constituent documents within the timeframes reasonably requested by the Company or the Depositary, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward, forward upon the request of the Company Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. Notwithstanding any other provision The Company reserves the right to instruct Holders to deliver their ADSs for cancellation and withdrawal of this Deposit Agreement or any ADR(s) the Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares and without limiting the foregoing, each Holder and Beneficial Owner Holders agree to comply with such instructions. The Depositary agrees to provide such information as cooperate with the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant its efforts to the United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the “Companies Act”), including pursuant to Section 793 thereof, or the Memorandum and Articles of Association inform Holders of the Company. Each Holder 's exercise of its rights under this paragraph and Beneficial Owner acknowledges that it understands that failure agrees 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 consult with, and provide reasonable assistance without risk, liability 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 expense 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 part of the Transparency Obligations Directive (Disclosure and Transparency Rules) Instrument 2006 (FSA 2006/70) and the Disclosure Rules and Transparency Rules sourcebook (“DTR”)Depositary, including Chapter 5 thereof (“DTR 5, Vote holder and issuer notification rules”) with regard to the notification to the Company of interests on the manner or manners in Shares, which currently provide, inter alia, that a person must notify the issuer of the percentage of its voting it may enforce such rights he holds as shareholder or through his direct or indirect holding of financial instruments falling within DTR 5.3.1 R (or a combination of such holdings) if the percentage of those voting rights reaches, exceeds or falls below 3% as a result of an acquisition or disposal of shares or financial instruments falling within DTR 5.3.1with respect to any Holder.

Appears in 1 contract

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement or any ADR(s)Agreement, this Receipt, 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 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 provisions of New Zealand law, the rules and requirements of the London Stock Exchange, and any other stock exchange on which the Shares or ADSs are, or will be, be registered, traded or listed or the Articles of Association of and the Company, which are made to provide information, inter alia, as to the capacity in which 's constituent documents regarding any such Holder or Beneficial Owner owns Owner's interest in Shares (including the aggregate of ADSs (and Shares as held by each such Holder or Beneficial Owner) and/or the case disclosure of interests therein, whether or not the same may be) be enforceable against such Holder or Beneficial Owner. Each Holder and regarding Beneficial Owner of ADSs further agrees to timely furnish the identity 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 other person(s) interested in such ADSs stock exchange on which the Shares are, or will be registered, traded or listed, and the nature of such interest and various other mattersCompany's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward, forward upon the request of the Company Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. Notwithstanding any other provision of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner agrees to provide such information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the “Companies Act”), including pursuant to Section 793 thereof, or the Memorandum and Articles of Association of the Company. Each Holder and Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Memorandum and Articles of Association which currently include, the withdrawal of voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Transparency Obligations Directive (Disclosure and Transparency Rules) Instrument 2006 (FSA 2006/70) and the Disclosure Rules and Transparency Rules sourcebook (“DTR”), including Chapter 5 thereof (“DTR 5, Vote holder and issuer notification rules”) with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that a person must notify the issuer of the percentage of its voting rights he holds as shareholder or through his direct or indirect holding of financial instruments falling within DTR 5.3.1 R (or a combination of such holdings) if the percentage of those voting rights reaches, exceeds or falls below 3% as a result of an acquisition or disposal of shares or financial instruments falling within DTR 5.3.1.

Appears in 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 any ADR(s), each Holder and Beneficial Owner agrees to comply with requests from the Company pursuant to applicable law, the rules and requirements of the London New York Stock Exchange, and any other stock exchange on which the 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 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. Notwithstanding any other provision of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner agrees to provide such information as the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the United Kingdom Great Britain Companies Act 2006 1985 (as amended from time to time and including any statutory modification or re-enactment thereof, the "Companies Act”), including pursuant to Section 793 thereof, ") or the Memorandum and Articles of Association of the Company. Each Holder and Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Memorandum and Articles of Association which currently include, the withdrawal of voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Transparency Obligations Directive (Disclosure and Transparency Rules) Instrument 2006 (FSA 2006/70) and the Disclosure Rules and Transparency Rules sourcebook (“DTR”), including Chapter 5 thereof (“DTR 5, Vote holder and issuer notification rules”) Companies Act with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that a 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 issuer 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 percentage of its voting rights he holds as shareholder or through his direct or indirect holding of financial instruments falling within DTR 5.3.1 R (or a combination of such holdings) if the percentage of those voting rights reaches, exceeds or falls below 3% as a result of an acquisition or disposal of shares or financial instruments falling within DTR 5.3.1nearest 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 any ADR(s)Agreement, this Receipt, the Articles of Association of the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to applicable law (including, without limitation, relevant laws of England and Wales, the European Union and 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 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 requests from the Company pursuant to all applicable provisions of applicable law, the rules and requirements of the London Stock Exchange, Exchange and any other stock exchange on which the Shares or ADSs are, or will be, be registered, traded or listed or and the Company's Articles of Association of the Company, which are made to provide information, inter alia, as to the capacity in which regarding any such Holder or Beneficial Owner owns Owner's interest in Shares (including the aggregate of ADSs (and Shares as held by each such Holder or Beneficial Owner) and/or the case disclosure of interests therein, whether or not the same may be) be enforceable against such Holder or Beneficial Owner. Each Holder and regarding Beneficial Owner of ADSs further agrees to furnish the identity 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 person(s) interested in such ADSs stock exchange on which the Shares are, or will be registered, traded or listed, and the nature Company's Articles of such interest and various other mattersAssociation, 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, forward upon the request of the Company Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. Notwithstanding any other provision of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner agrees to provide such information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the “Companies Act”), including pursuant to Section 793 thereof, or the Memorandum and Articles of Association of the Company. Each Holder and Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Memorandum and Articles of Association which currently include, the withdrawal of voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Transparency Obligations Directive (Disclosure and Transparency Rules) Instrument 2006 (FSA 2006/70) and the Disclosure Rules and Transparency Rules sourcebook (“DTR”), including Chapter 5 thereof (“DTR 5, Vote holder and issuer notification rules”) with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that a person must notify the issuer of the percentage of its voting rights he holds as shareholder or through his direct or indirect holding of financial instruments falling within DTR 5.3.1 R (or a combination of such holdings) if the percentage of those voting rights reaches, exceeds or falls below 3% as a result of an acquisition or disposal of shares or financial instruments falling within DTR 5.3.1.

Appears in 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 any ADR(s)this Receipt, each Holder and Beneficial Owner of the ADSs represented hereby agrees to comply with requests from the Company pursuant to applicable 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 any other stock exchange on which the Shares or ADSs are, or will be, be registered, traded or listed or listed, 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. The Depositary agrees to use its reasonable efforts to forward, upon the request of the Company and at the Company’s expense, forward any such request from the Company requests to the Holders and to forward to the Company any such responses to such requests received by the Depositary. Notwithstanding 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 United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the “Companies Act”), including pursuant to Section 793 thereof, or the Memorandum and Articles of Association 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 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 Holder and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Transparency Obligations Directive (Disclosure and Transparency Rules) Instrument 2006 (FSA 2006/70) and the Disclosure Rules and Transparency Rules sourcebook (“DTR”), including Chapter 5 thereof (“DTR 5, Vote holder and issuer notification rules”) with regard to the notification 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 a person must notify nothing herein shall be interpreted as obligating the issuer Depositary to obtain any information not provided to the Depositary by such Holders or otherwise in the possession of the percentage Depositary. Each of the Holders and Beneficial Owners agrees to cause its voting rights he holds interest in Shares (including its interest in Shares represented by ADSs) be disclosed in a manner as shareholder 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 through his direct or indirect holding any rules of financial instruments falling within DTR 5.3.1 R (or a combination the Stock Exchange of such holdings) if the percentage of those voting rights reaches, exceeds or falls below 3% as a result of an acquisition or disposal of shares or financial instruments falling within DTR 5.3.1Hong Kong Limited.

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 any ADR(s)articles of association of the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant 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 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 lawlaws of England and Wales, the Disclosure Regulations, the rules and requirements of the London Stock Exchange, and any other stock exchange on which the Shares or ADSs are, or will be, be registered, traded or listed or and the Articles articles of Association association of the Company, which are made to provide information, inter alia, as to the capacity in which Company regarding any such Holder or Beneficial Owner owns Owner’s interest in Shares (including the aggregate of ADSs (and Shares as held by each such Holder or Beneficial Owner) and/or any other requirements for the case disclosure of interests therein, whether or not the same may be) be enforceable against such Holder or Beneficial Owner. Each Holder and regarding Beneficial Owner of ADSs further agrees to furnish the identity 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 other person(s) interested in such ADSs stock exchange on which the Shares are, or will be registered, traded or listed, and the nature articles of such interest and various other mattersassociation of the Company, 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, forward upon the request of the Company Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. Notwithstanding any other provision of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner agrees to provide such information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the “Companies Act”), including pursuant to Section 793 thereof, or the Memorandum and Articles of Association of the Company. Each Holder and Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Memorandum and Articles of Association which currently include, the withdrawal of voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Transparency Obligations Directive (Disclosure and Transparency Rules) Instrument 2006 (FSA 2006/70) and the Disclosure Rules and Transparency Rules sourcebook (“DTR”), including Chapter 5 thereof (“DTR 5, Vote holder and issuer notification rules”) with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that a person must notify the issuer of the percentage of its voting rights he holds as shareholder or through his direct or indirect holding of financial instruments falling within DTR 5.3.1 R (or a combination of such holdings) if the percentage of those voting rights reaches, exceeds or falls below 3% as a result of an acquisition or disposal of shares or financial instruments falling within DTR 5.3.1.

Appears in 1 contract

Samples: Deposit Agreement (Midatech Pharma PLC)

Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement or any ADR(s), each Holder and Beneficial Owner agrees to comply with requests from the Company pursuant to applicable law, the rules and requirements of the London Stock Exchange, and any other stock exchange on which the Shares or ADSs are, or will be, registered, traded or listed or the 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 United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the “Companies Act”), including pursuant to Section 793 thereof, or the Memorandum and Articles of Association of the Company. Each Holder and Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Memorandum and Articles of Association which currently include, the withdrawal of voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Transparency Obligations Directive (Disclosure and Transparency Rules) Instrument 2006 (FSA 2006/70) and the Disclosure Rules and Transparency Rules sourcebook (“DTR”), including Chapter 5 thereof (“DTR 5, Vote holder and issuer notification rules”) with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that a person must notify the issuer of the percentage of its voting rights he holds as shareholder or through his direct or indirect holding of financial instruments falling within DTR 5.3.1 R (or a combination of such holdings) if the percentage of those voting rights reaches, exceeds or falls below 3% as a result of an acquisition or disposal of shares or financial instruments falling within DTR 5.3.15.3.1 R. 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 has not complied with any information request of the Company. Notwithstanding anything contained in this section to the contrary, the Depositary shall exercise its commercially reasonable efforts with respect to any action requested by the Company to be taken pursuant to the preceding sentence.

Appears in 1 contract

Samples: Deposit Agreement (Citibank,N.A./ADR)

Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement or any ADR(s)Agreement, this Receipt, 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 laws of The Commonwealth of Australia, 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 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 lawlaws of The Commonwealth of Australia, the rules and requirements of the London Stock Exchange, and any other stock exchange on which the Shares or ADSs are, or will be, be registered, traded or listed or the Articles of Association of and the Company, which are made to provide information, inter alia, as to the capacity in which 's constituent documents regarding any such Holder or Beneficial Owner owns Owner's interest in Shares (including the aggregate of ADSs (and Shares as held by each such Holder or Beneficial Owner) and/or the case disclosure of interests therein, whether or not the same may be) be enforceable against such Holder or Beneficial Owner. Each Holder and regarding Beneficial Owner of ADSs further agrees to furnish the identity Company and the Depositary with any such notification made in accordance with this Article 5 and Section 3.5 of the Deposit Agreement and to comply with requests for information from the Company or the Depositary pursuant to the laws of The Commonwealth of Australia, the rules and requirements of any other person(s) interested in such ADSs stock exchange on which the Shares are, or will be registered, traded or listed, and the nature of such interest and various other mattersCompany's constituent documents within the timeframes reasonably requested by the Company or the Depositary, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward, forward upon the request of the Company Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. Notwithstanding any other provision The Company reserves the right to instruct Holders to deliver their ADSs for cancellation and withdrawal of this Deposit Agreement or any ADR(s) the Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares and without limiting the foregoing, each Holder and Beneficial Owner Holders agree to comply with such instructions. The Depositary agrees to provide such information as cooperate with the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant its efforts to the United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the “Companies Act”), including pursuant to Section 793 thereof, or the Memorandum and Articles of Association inform Holders of the Company. Each Holder 's exercise of its rights under this paragraph and Beneficial Owner acknowledges that it understands that failure agrees 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 consult with, and provide reasonable assistance without risk, liability 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 expense 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 part of the Transparency Obligations Directive (Disclosure and Transparency Rules) Instrument 2006 (FSA 2006/70) and the Disclosure Rules and Transparency Rules sourcebook (“DTR”)Depositary, including Chapter 5 thereof (“DTR 5, Vote holder and issuer notification rules”) with regard to the notification to the Company of interests on the manner or manners in Shares, which currently provide, inter alia, that a person must notify the issuer of the percentage of its voting it may enforce such rights he holds as shareholder or through his direct or indirect holding of financial instruments falling within DTR 5.3.1 R (or a combination of such holdings) if the percentage of those voting rights reaches, exceeds or falls below 3% as a result of an acquisition or disposal of shares or financial instruments falling within DTR 5.3.1with respect to any Holder.

Appears in 1 contract

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement or any ADR(s)Agreement, this Receipt, 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 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 any other stock exchange on which the Shares or ADSs are, or will be, be registered, traded or listed or the Articles of Association of and the Company, which are made to provide information, inter alia, as to the capacity in which 's constituent documents regarding any such Holder or Beneficial Owner owns Owner's interest in Shares (including the aggregate of ADSs (and Shares as held by each such Holder or Beneficial Owner) and/or the case disclosure of interests therein, whether or not the same may bebe 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 regarding the identity 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 other person(s) interested in such ADSs stock exchange on which the Shares are, or will be registered, traded or listed, and the nature of such interest and various other mattersCompany's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward, forward upon the request of the Company Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. Notwithstanding any other provision The Company reserves the right to instruct Holders to deliver their ADSs for cancellation and withdrawal of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner agrees Deposited Securities so as to provide such information as permit the Company may request in to deal directly with the Holder thereof as a disclosure notice (a “Disclosure Notice”) given pursuant to the United Kingdom Companies Act 2006 (as amended from time to time holder of Shares 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 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 Memorandum and Articles of Association which currently include, the withdrawal of voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Transparency Obligations Directive (Disclosure and Transparency Rules) Instrument 2006 (FSA 2006/70) and the Disclosure Rules and Transparency Rules sourcebook (“DTR”), including Chapter 5 thereof (“DTR 5, Vote holder and issuer notification rules”) with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that a person must notify the issuer of the percentage of its voting rights he holds as shareholder or through his direct or indirect holding of financial instruments falling within DTR 5.3.1 R (or a combination of such holdings) if the percentage of those voting rights reaches, exceeds or falls below 3% as a result of an acquisition or disposal of shares or financial instruments falling within DTR 5.3.1instructions.

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 any ADR(s)Agreement, this Receipt, 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 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 any other stock exchange on which the Shares or ADSs are, or will be, be registered, traded or listed or the Articles of Association of and the Company, which are made to provide information, inter alia, as to the capacity in which ’s constituent documents regarding any such Holder or Beneficial Owner owns Owner’s interest in Shares (including the aggregate of ADSs (and Shares as held by each such Holder or Beneficial Owner) and/or the case disclosure of interests therein, whether or not the same may bebe 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 regarding the identity 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 other person(s) interested in such ADSs stock exchange on which the Shares are, or will be registered, traded or listed, and the nature of such interest and various other mattersCompany’s constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. In addition, any Holder or Beneficial Owner who is or becomes directly or indirectly interested (for the purposes of the Disclosure and Transparency Rules), in the issued ordinary share capital of the 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 such Receipts is so interested, must within two business days (or such other period as may be required by the Disclosure and Transparency Rules) after becoming so interested or so aware, and thereafter upon any changes of at least one percent of the outstanding Shares, notify the Company as required by the Disclosure and Transparency Rules. The Depositary agrees to use its reasonable best efforts (unless advised that to forward, do so would be prohibited by applicable law) to forward upon the request of the Company Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. Notwithstanding , but, absent any other provision 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 or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner agrees to provide such information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the “Companies Act”), including pursuant to Section 793 thereof, or the Memorandum and Articles of Association of the Company. Each Holder and Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Memorandum and Articles of Association which currently include, the withdrawal of voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Transparency Obligations Directive (Disclosure and Transparency Rules) Instrument 2006 (FSA 2006/70) and the Disclosure Rules and Transparency Rules sourcebook (“DTR”), including Chapter 5 thereof (“DTR 5, Vote holder and issuer notification rules”) with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that a person must notify the issuer of the percentage of its voting rights he holds as shareholder or through his direct or indirect holding of financial instruments falling within DTR 5.3.1 R (or a combination of such holdings) if the percentage of those voting rights reaches, exceeds or falls below 3% as a result of an acquisition or disposal of shares or financial instruments falling within DTR 5.3.1Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Vodafone Group Public LTD Co)

Compliance With Information Requests. Notwithstanding any other provision of this Deposit Agreement, the Deposit Agreement or any ADR(s)Articles of Association and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant 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 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 requests from the Company pursuant to all applicable provisions of Hong Kong law, applicable South Korean law and the rules and requirements of the London Stock Exchange, and any other stock exchange on which the Shares or ADSs are, or will be, be registered, traded or listed or (including but not limited to ownership and status of securities reporting requirements) and the Articles of Association of the Company, which are made to provide information, inter alia, as to the capacity in which regarding any such Holder or Beneficial Owner owns Owner’s interest in Shares (including the aggregate of ADSs (and Shares as held by each such Holder or Beneficial Owner) and/or the case disclosure of interests therein, whether or not the same may be) be enforceable against such Holder or Beneficial Owner. Each Holder and regarding Beneficial Owner of ADSs further agrees to comply with requests for information from the identity Company or the Depositary pursuant to the laws of Hong Kong, the laws of South Korea and the rules and requirements of any other person(s) interested in such ADSs stock exchange on which the Shares are, or will be registered, traded or listed, and the nature Articles of such interest and various other mattersAssociation, 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, forward upon the request of the Company Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. Notwithstanding any other provision of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner agrees to provide such information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the “Companies Act”), including pursuant to Section 793 thereof, or the Memorandum and Articles of Association of the Company. Each Holder and Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Memorandum and Articles of Association which currently include, the withdrawal of voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Transparency Obligations Directive (Disclosure and Transparency Rules) Instrument 2006 (FSA 2006/70) and the Disclosure Rules and Transparency Rules sourcebook (“DTR”), including Chapter 5 thereof (“DTR 5, Vote holder and issuer notification rules”) with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that a person must notify the issuer of the percentage of its voting rights he holds as shareholder or through his direct or indirect holding of financial instruments falling within DTR 5.3.1 R (or a combination of such holdings) if the percentage of those voting rights reaches, exceeds or falls below 3% as a result of an acquisition or disposal of shares or financial instruments falling within DTR 5.3.1.

Appears in 1 contract

Samples: Deposit Agreement (Wing Yip Food Holdings Group LTD)

Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement or any ADR(s), each Holder and Beneficial Owner agrees to comply with requests from the Company pursuant to applicable law, the rules and requirements of the London Stock Exchange, American Stock Exchange, and any other stock exchange on which the 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 to forward, upon the request of the Company and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary; 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 United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the "Companies Act"), including pursuant to Section 793 thereof, or the Memorandum and Articles of Association of the Company. Each Holder and Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Memorandum and Articles of Association which currently include, the withdrawal of voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Transparency Obligations Directive (Disclosure and Transparency Rules) Instrument 2006 (FSA 2006/70) and the Disclosure Rules and Transparency Rules sourcebook (“DTR”), including Chapter 5 thereof (“DTR 5, Vote holder and issuer notification rules”) with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that a person must notify the issuer of the percentage of its voting rights he holds as shareholder or through his direct or indirect holding of financial instruments falling within DTR 5.3.1 R (or a combination of such holdings) if the percentage of those voting rights reaches, exceeds or falls below 3% as a result of an acquisition or disposal of shares or financial instruments falling within DTR 5.3.1

Appears in 1 contract

Samples: Deposit Agreement (British American Tobacco p.l.c.)

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Compliance With Information Requests. Notwithstanding any other provision of this Deposit Agreement, the Deposit Agreement or any ADR(s)constituent 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 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 provisions of Portuguese law, the rules and requirements of the London Stock Exchange, and any other stock exchange on which the Shares or ADSs are, or will be, are registered, traded or listed 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 not 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 Articles of Association of the Company, which are made to provide information, inter alia, as Depositary pursuant to the capacity in which such Holder or Beneficial Owner owns ADSs (laws of Portugal, the rules and Shares as the case may be) and regarding the identity requirements of any other person(s) interested in such ADSs stock exchange on which the Shares are registered, traded or listed, 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. The Depositary agrees to use its reasonable efforts to forward, forward upon the request of the Company Issuer, and at the Company’s Issuer's expense, any such request from the Company Issuer to the Holders Owners and to forward to the Company Issuer any such responses to such requests received by the Depositary. Notwithstanding any other provision of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner agrees to provide such information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the “Companies Act”), including pursuant to Section 793 thereof, or the Memorandum and Articles of Association of the Company. Each Holder and Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Memorandum and Articles of Association which currently include, the withdrawal of voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Transparency Obligations Directive (Disclosure and Transparency Rules) Instrument 2006 (FSA 2006/70) and the Disclosure Rules and Transparency Rules sourcebook (“DTR”), including Chapter 5 thereof (“DTR 5, Vote holder and issuer notification rules”) with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that a person must notify the issuer of the percentage of its voting rights he holds as shareholder or through his direct or indirect holding of financial instruments falling within DTR 5.3.1 R (or a combination of such holdings) if the percentage of those voting rights reaches, exceeds or falls below 3% as a result of an acquisition or disposal of shares or financial instruments falling within DTR 5.3.1.

Appears in 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 any ADR(s)Agreement, this Receipt, 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 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 provisions of Spanish law, the rules and requirements of the London Stock Exchange, and any other stock exchange on which the Shares or ADSs are, or will be, be registered, traded or listed or the Articles of Association of and the Company, which are made to provide information, inter alia, as to the capacity in which 's constituent documents regarding any such Holder or Beneficial Owner owns Owner's interest in Shares (including the aggregate of ADSs (and Shares as held by each such Holder or Beneficial Owner) and/or the case disclosure of interests therein, whether or not the same may bebe 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 regarding the identity 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 other person(s) interested in such ADSs stock exchange on which the Shares are, or will be registered, traded or listed, and the nature of such interest and various other mattersCompany's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward, forward upon the request of the Company Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. Notwithstanding any other provision of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner agrees to provide such information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the “Companies Act”), including pursuant to Section 793 thereof, or the Memorandum and Articles of Association of the Company. Each Holder and Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Memorandum and Articles of Association which currently include, the withdrawal of voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Transparency Obligations Directive (Disclosure and Transparency Rules) Instrument 2006 (FSA 2006/70) and the Disclosure Rules and Transparency Rules sourcebook (“DTR”), including Chapter 5 thereof (“DTR 5, Vote holder and issuer notification rules”) with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that a person must notify the issuer of the percentage of its voting rights he holds as shareholder or through his direct or indirect holding of financial instruments falling within DTR 5.3.1 R (or a combination of such holdings) if the percentage of those voting rights reaches, exceeds or falls below 3% as a result of an acquisition or disposal of shares or financial instruments falling within DTR 5.3.1.

Appears in 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 any ADR(s), each Holder and Beneficial Owner agrees to comply with requests from the Company pursuant to in accordance with applicable law, the rules and requirements of the London Stock Exchange, and any other stock exchange on which the Shares or ADSs are, or will be, registered, traded or listed or the 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 '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 DepositaryDepositary 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 United Kingdom Great Britain Companies Act 2006 1985 (as amended from time to time and including any statutory modification or re-enactment thereof, the "Companies Act”), including pursuant to Section 793 thereof, ") or the Memorandum and Articles of Association of the Company. Each Holder and Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Memorandum and Articles of Association which currently include, the withdrawal of voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Transparency Obligations Directive (Disclosure and Transparency Rules) Instrument 2006 (FSA 2006/70) and the Disclosure Rules and Transparency Rules sourcebook (“DTR”), including Chapter 5 thereof (“DTR 5, Vote holder and issuer notification rules”) Companies Act with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that a 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 issuer 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 percentage of its voting rights he holds as shareholder or through his direct or indirect holding of financial instruments falling within DTR 5.3.1 R (or a combination of such holdings) if the percentage of those voting rights reaches, exceeds or falls below 3% as a result of an acquisition or disposal of shares or financial instruments falling within DTR 5.3.1nearest whole number.

Appears in 1 contract

Samples: Deposit Agreement (Hanson Building Materials PLC)

Compliance With Information Requests. Notwithstanding any other provision of this Deposit Agreement, the Deposit Agreement or any ADR(s)Articles of Association and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant 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 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 requests from the Company pursuant to all applicable provisions of Hong Kong law, applicable South Korean law and the rules and requirements of the London Stock Exchange, and any other stock exchange on which the Shares or ADSs are, or will be, be registered, traded or listed or (including but not limited to ownership and status of securities reporting requirements) and the Articles of Association of the Company, which are made to provide information, inter alia, as to the capacity in which regarding any such Holder or Beneficial Owner owns Owner's interest in Shares (including the aggregate of ADSs (and Shares as held by each such Holder or Beneficial Owner) and/or the case disclosure of interests therein, whether or not the same may be) be enforceable against such Holder or Beneficial Owner. Each Holder and regarding Beneficial Owner of ADSs further agrees to comply with requests for information from the identity Company or the Depositary pursuant to the laws of Hong Kong, the laws of South Korea and the rules and requirements of any other person(s) interested in such ADSs stock exchange on which the Shares are, or will be registered, traded or listed, and the nature Articles of such interest and various other mattersAssociation, 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, forward upon the request of the Company Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. Notwithstanding any other provision of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner agrees to provide such information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the “Companies Act”), including pursuant to Section 793 thereof, or the Memorandum and Articles of Association of the Company. Each Holder and Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Memorandum and Articles of Association which currently include, the withdrawal of voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Transparency Obligations Directive (Disclosure and Transparency Rules) Instrument 2006 (FSA 2006/70) and the Disclosure Rules and Transparency Rules sourcebook (“DTR”), including Chapter 5 thereof (“DTR 5, Vote holder and issuer notification rules”) with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that a person must notify the issuer of the percentage of its voting rights he holds as shareholder or through his direct or indirect holding of financial instruments falling within DTR 5.3.1 R (or a combination of such holdings) if the percentage of those voting rights reaches, exceeds or falls below 3% as a result of an acquisition or disposal of shares or financial instruments falling within DTR 5.3.1.

Appears in 1 contract

Samples: Deposit Agreement (Wing Yip Food Holdings Group LTD)

Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement or any ADR(s)this ADR to the contrary, each Holder and Beneficial Owner of the ADSs represented hereby agrees to comply with requests from the Company pursuant to applicable law, the rules and requirements of the London Stock Exchange, the UK Financial Conduct Authority and Listing Authority, the New York Stock Exchange and 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 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 United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the “Companies Act”), including pursuant to Section 793 thereof, or the Memorandum and Articles of Association of the Company. Each Holder and Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Memorandum and Articles of Association which currently include, the withdrawal of voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Transparency Obligations Directive (Disclosure and Transparency Rules) Instrument 2006 (FSA 2006/70) and the Disclosure Rules and Transparency Rules sourcebook (“DTR”), including Chapter 5 thereof (“DTR 5, Vote holder and issuer notification rules”) with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that a person must notify the issuer of the percentage of its voting rights he holds as shareholder or through his direct or indirect holding of financial instruments falling within DTR 5.3.1 R (or a combination of such holdings) if the percentage of those voting rights reaches, exceeds or falls below 3% as a result of an acquisition or disposal of shares or financial instruments falling within DTR 5.3.1Association

Appears in 1 contract

Samples: Deposit Agreement (British American Tobacco p.l.c.)

Compliance With Information Requests. Notwithstanding any other provision of this Deposit Agreement, the Deposit Agreement or any ADR(s)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 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 any other stock exchange on which the Shares or ADSs are, or will be, be registered, traded or listed or the Articles of Association of and the Company, which are made to provide information, inter alia, as to the capacity in which 's constituent documents regarding any such Holder or Beneficial Owner owns Owner's interest in Shares (including the aggregate of ADSs (and Shares as held by each such Holder or Beneficial Owner) and/or the case disclosure of interests therein, whether or not the same may be) be enforceable against such Holder or Beneficial Owner. Each Holder and regarding Beneficial Owner of ADSs further agrees to promptly furnish the identity 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 other person(s) interested in such ADSs stock exchange on which the Shares are, or will be registered, traded or listed, and the nature of such interest and various other mattersCompany's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward, forward upon the request of the Company Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. Notwithstanding any other provision The Company reserves the right to instruct Holders to deliver their ADSs for cancellation and withdrawal of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner agrees Deposited Securities so as to provide such information as permit the Company may request in to deal directly with the Holder thereof as a disclosure notice (a “Disclosure Notice”) given pursuant to the United Kingdom Companies Act 2006 (as amended from time to time holder of Shares 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 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 Memorandum and Articles of Association which currently include, the withdrawal of voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Transparency Obligations Directive (Disclosure and Transparency Rules) Instrument 2006 (FSA 2006/70) and the Disclosure Rules and Transparency Rules sourcebook (“DTR”), including Chapter 5 thereof (“DTR 5, Vote holder and issuer notification rules”) with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that a person must notify the issuer of the percentage of its voting rights he holds as shareholder or through his direct or indirect holding of financial instruments falling within DTR 5.3.1 R (or a combination of such holdings) if the percentage of those voting rights reaches, exceeds or falls below 3% as a result of an acquisition or disposal of shares or financial instruments falling within DTR 5.3.1instructions.

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 any ADR(s)Agreement, each Holder Owner and Beneficial Owner 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 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 any other stock exchange on which the Shares, Receipts or American Depositary Shares or ADSs are, or will be, registered, traded or listed or listed, (C) the 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 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. The Depositary agrees to use its reasonable efforts to forward, upon the written request of the Company Issuer and at the Company’s expenseexpense of the Issuer, any such written request from the Company Issuer to the Holders Owners and to forward forward, as promptly as practicable, to the Company Issuer any such responses to such requests received by the Depositary. Notwithstanding any other provision If the Issuer requests information from the Depositary, the Custodian or the nominee of this Deposit Agreement or any ADR(s) and without limiting the foregoingeither, each Holder and Beneficial Owner agrees to provide such information 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 United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, Issuer 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 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 Memorandum and Articles of Association which currently include, the withdrawal of voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Transparency Obligations Directive (Disclosure and Transparency Rules) Instrument 2006 (FSA 2006/70) and the Disclosure Rules and Transparency Rules sourcebook (“DTR”), including Chapter 5 thereof (“DTR 5, Vote holder and issuer notification rules”) with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that a person must notify the issuer of the percentage of its voting rights he holds as shareholder or through his direct or indirect holding of financial instruments falling within DTR 5.3.1 R (or a combination of such holdings) if the percentage of those voting rights reaches, exceeds or falls below 3% as a result of an acquisition or disposal of shares or financial instruments falling within DTR 5.3.1register.

Appears in 1 contract

Samples: Deposit Agreement (Citibank,N.A./ADR)

Compliance With Information Requests. Notwithstanding any other provision of this Deposit Agreement, the Deposit Agreement or any ADR(s)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 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 provisions of New Zealand law, the rules and requirements of the London Stock Exchange, and any other stock exchange on which the Shares or ADSs are, or will be, be registered, traded or listed or the Articles of Association of and the Company, which are made to provide information, inter alia, as to the capacity in which 's constituent documents regarding any such Holder or Beneficial Owner owns Owner's interest in Shares (including the aggregate of ADSs (and Shares as held by each such Holder or Beneficial Owner) and/or the case disclosure of interests therein, whether or not the same may be) be enforceable against such Holder or Beneficial Owner. Each Holder and regarding Beneficial Owner of ADSs further agrees to timely furnish the identity 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 other person(s) interested in such ADSs stock exchange on which the Shares are, or will be registered, traded or listed, and the nature of such interest and various other mattersCompany's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward, forward upon the request of the Company Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. Notwithstanding any other provision of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner agrees to provide such information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the “Companies Act”), including pursuant to Section 793 thereof, or the Memorandum and Articles of Association of the Company. Each Holder and Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Memorandum and Articles of Association which currently include, the withdrawal of voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Transparency Obligations Directive (Disclosure and Transparency Rules) Instrument 2006 (FSA 2006/70) and the Disclosure Rules and Transparency Rules sourcebook (“DTR”), including Chapter 5 thereof (“DTR 5, Vote holder and issuer notification rules”) with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that a person must notify the issuer of the percentage of its voting rights he holds as shareholder or through his direct or indirect holding of financial instruments falling within DTR 5.3.1 R (or a combination of such holdings) if the percentage of those voting rights reaches, exceeds or falls below 3% as a result of an acquisition or disposal of shares or financial instruments falling within DTR 5.3.1.

Appears in 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 any ADR(s)this ADR, each Holder and Beneficial Owner of the ADSs represented hereby agrees to comply with requests from the Company pursuant to applicable 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 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 United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the “Companies Act”), including pursuant to Section 793 thereof, or the Memorandum and Articles of Association of the Company. Each Holder and Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Memorandum and Articles of Association which currently include, the withdrawal of voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Transparency Obligations Directive (United Kingdom Disclosure and Transparency Rules) Instrument 2006 Rules (FSA 2006/70) and as amended from time to time, the Disclosure Rules and Transparency Rules sourcebook (DTR”), including Chapter 5 thereof (“DTR 5, Vote holder and issuer notification rulesDTRs”) 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 person Holder must notify the issuer 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 falling within DTR 5.3.1 R (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 Shares or certain financial instruments falling within DTR 5.3.1instruments, 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 has not complied with any information request of the Company. Notwithstanding anything contained in this section to the contrary, the Depositary shall exercise its commercially reasonable efforts with respect to any action requested by the Company to be taken pursuant to the preceding sentence.

Appears in 1 contract

Samples: Deposit Agreement (Citibank,N.A./ADR)

Compliance With Information Requests. Notwithstanding any other provision of this Deposit Agreement, the Deposit Agreement or any ADR(s)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 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 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 lawCNV, the rules and requirements of the London Stock Exchange, and any other stock exchange on which the Shares or ADSs are, or will be, be registered, traded or listed or the Articles of Association of and the Company, which are made to provide information, inter alia, as to the capacity in which ’s constituent documents regarding any such Holder or Beneficial Owner owns Owner’s interest in Shares (including the aggregate of ADSs (and Shares as held by each such Holder or Beneficial Owner) and/or the case disclosure of interests therein, whether or not the same may be) be enforceable against such Holder or Beneficial Owner. Each Holder and regarding Beneficial Owner of ADSs further agrees to furnish the identity 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 other person(s) interested in such ADSs stock exchange on which the Shares are, or will be registered, traded or listed, and the nature of such interest and various other mattersCompany’s constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward, forward upon the request of the Company Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. Notwithstanding any other provision of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner agrees to provide such information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the “Companies Act”), including pursuant to Section 793 thereof, or the Memorandum and Articles of Association of the Company. Each Holder and Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Memorandum and Articles of Association which currently include, the withdrawal of voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Transparency Obligations Directive (Disclosure and Transparency Rules) Instrument 2006 (FSA 2006/70) and the Disclosure Rules and Transparency Rules sourcebook (“DTR”), including Chapter 5 thereof (“DTR 5, Vote holder and issuer notification rules”) with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that a person must notify the issuer of the percentage of its voting rights he holds as shareholder or through his direct or indirect holding of financial instruments falling within DTR 5.3.1 R (or a combination of such holdings) if the percentage of those voting rights reaches, exceeds or falls below 3% as a result of an acquisition or disposal of shares or financial instruments falling within DTR 5.3.1.

Appears in 1 contract

Samples: Deposit Agreement (Bioceres S.A.)

Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement or any ADR(s)Agreement, this Receipt, 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 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 any other stock exchange on which the Shares or ADSs are, or will be, be registered, traded or listed or the Articles of Association of and the Company, which are made to provide information, inter alia, as to the capacity in which 's constituent documents regarding any such Holder or Beneficial Owner owns Owner's interest in Shares (including the aggregate of ADSs (and Shares as held by each such Holder or Beneficial Owner) and/or the case disclosure of interests therein, whether or not the same may bebe 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 regarding the identity 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 other person(s) interested in such ADSs stock exchange on which the Shares are, or will be registered, traded or listed, and the nature of such interest and various other mattersCompany's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. In addition, any Holder or Beneficial Owner who is or becomes directly or indirectly interested (for the purposes of the Disclosure and Transparency Rules), in the issued ordinary share capital of the 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 such Receipts is so interested, must within two business days (or such other period as may be required by the Disclosure and Transparency Rules) after becoming so interested or so aware, and thereafter upon any changes of at least one percent of the outstanding Shares, notify the Company as required by the Disclosure and Transparency Rules. The Depositary agrees to use its reasonable best efforts (unless advised that to forward, do so would be prohibited by applicable law) to forward upon the request of the Company Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. Notwithstanding , but, absent any other provision 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 or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner agrees to provide such information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the “Companies Act”), including pursuant to Section 793 thereof, or the Memorandum and Articles of Association of the Company. Each Holder and Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Memorandum and Articles of Association which currently include, the withdrawal of voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Transparency Obligations Directive (Disclosure and Transparency Rules) Instrument 2006 (FSA 2006/70) and the Disclosure Rules and Transparency Rules sourcebook (“DTR”), including Chapter 5 thereof (“DTR 5, Vote holder and issuer notification rules”) with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that a person must notify the issuer of the percentage of its voting rights he holds as shareholder or through his direct or indirect holding of financial instruments falling within DTR 5.3.1 R (or a combination of such holdings) if the percentage of those voting rights reaches, exceeds or falls below 3% as a result of an acquisition or disposal of shares or financial instruments falling within DTR 5.3.1Agreement.

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 any ADR(s)Agreement, this Receipt, 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 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 provisions of Swedish law, the rules and requirements of the London Stock Exchange, and any other stock exchange on which the Shares or ADSs are, or will be, be registered, traded or listed or the Articles of Association of and the Company, which are made to provide information, inter alia, as to the capacity in which 's constituent documents regarding any such Holder or Beneficial Owner owns Owner's interest in Shares (including the aggregate of ADSs (and Shares as held by each such Holder or Beneficial Owner) and/or the case disclosure of interests therein, whether or not the same may bebe 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 regarding the identity 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 other person(s) interested in such ADSs stock exchange on which the Shares are, or will be registered, traded or listed, and the nature of such interest and various other mattersCompany's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward, forward upon the request of the Company Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. Notwithstanding any other provision The Company reserves the right to instruct Holders to deliver their ADSs for cancellation and withdrawal of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner agrees Deposited Securities so as to provide such information as permit the Company may request in to deal directly with the Holder thereof as a disclosure notice (a “Disclosure Notice”) given pursuant to the United Kingdom Companies Act 2006 (as amended from time to time holder of Shares 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 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 Memorandum and Articles of Association which currently include, the withdrawal of voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Transparency Obligations Directive (Disclosure and Transparency Rules) Instrument 2006 (FSA 2006/70) and the Disclosure Rules and Transparency Rules sourcebook (“DTR”), including Chapter 5 thereof (“DTR 5, Vote holder and issuer notification rules”) with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that a person must notify the issuer of the percentage of its voting rights he holds as shareholder or through his direct or indirect holding of financial instruments falling within DTR 5.3.1 R (or a combination of such holdings) if the percentage of those voting rights reaches, exceeds or falls below 3% as a result of an acquisition or disposal of shares or financial instruments falling within DTR 5.3.1instructions.

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 any ADR(s)Agreement, this Receipt, the articles of association of the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, 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 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 lawlaws of England and Wales, the Disclosure Regulations, the rules and requirements of the London Stock Exchange, and any other stock exchange on which the Shares or ADSs are, or will be, be registered, traded or listed or the Articles of Association of and the Company, which are made to provide information, inter alia, as to the capacity in which ’s articles of association regarding any such Holder or Beneficial Owner owns Owner’s interest in Shares (including the aggregate of ADSs (and Shares as held by each such Holder or Beneficial Owner) and/or any other requirement for the case disclosure of interests therein, whether or not the same may bebe 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 regarding the identity 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 other person(s) interested in such ADSs stock exchange on which the Shares are, or will be registered, traded or listed, and the nature Company’s articles of such interest and various other mattersassociation, 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, forward upon the request of the Company Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. Notwithstanding any other provision of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner agrees to provide such information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the “Companies Act”), including pursuant to Section 793 thereof, or the Memorandum and Articles of Association of the Company. Each Holder and Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Memorandum and Articles of Association which currently include, the withdrawal of voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Transparency Obligations Directive (Disclosure and Transparency Rules) Instrument 2006 (FSA 2006/70) and the Disclosure Rules and Transparency Rules sourcebook (“DTR”), including Chapter 5 thereof (“DTR 5, Vote holder and issuer notification rules”) with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that a person must notify the issuer of the percentage of its voting rights he holds as shareholder or through his direct or indirect holding of financial instruments falling within DTR 5.3.1 R (or a combination of such holdings) if the percentage of those voting rights reaches, exceeds or falls below 3% as a result of an acquisition or disposal of shares or financial instruments falling within DTR 5.3.1.

Appears in 1 contract

Samples: Deposit Agreement (Midatech Pharma PLC)

Compliance With Information Requests. Notwithstanding any other provision of this Deposit Agreement, the Deposit Agreement or any ADR(s)articles of association of the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant 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 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 provisions of English law, the rules and requirements of the London Stock Exchange, and any other stock exchange on which the Shares or ADSs are, or will be, be registered, traded or listed or the Articles of Association of and the Company, which are made to provide information, inter alia, as to the capacity in which 's articles of association regarding any such Holder or Beneficial Owner owns Owner's interest in Shares (including the aggregate of ADSs (and Shares as held by each such Holder or Beneficial Owner) and/or the case disclosure of interests therein, whether or not the same may bebe 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 regarding to comply with requests for information from the identity Company or the Depositary pursuant to the laws of England and Wales, the rules and requirements of any other person(s) interested in such ADSs stock exchange on which the Shares are, or will be registered, traded or listed, and the nature Company's articles of such interest and various other mattersassociation, 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, forward upon the request of the Company Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. Notwithstanding any other provision of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner agrees to provide such information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the “Companies Act”), including pursuant to Section 793 thereof, or the Memorandum and Articles of Association of the Company. Each Holder and Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Memorandum and Articles of Association which currently include, the withdrawal of voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Transparency Obligations Directive (Disclosure and Transparency Rules) Instrument 2006 (FSA 2006/70) and the Disclosure Rules and Transparency Rules sourcebook (“DTR”), including Chapter 5 thereof (“DTR 5, Vote holder and issuer notification rules”) with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that a person must notify the issuer of the percentage of its voting rights he holds as shareholder or through his direct or indirect holding of financial instruments falling within DTR 5.3.1 R (or a combination of such holdings) if the percentage of those voting rights reaches, exceeds or falls below 3% as a result of an acquisition or disposal of shares or financial instruments falling within DTR 5.3.1.

Appears in 1 contract

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

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