Delivery of ADSs. (a) In connection with the exercise of any Put Options pursuant to Section 3.02, the Holder shall deliver to the Seller a number of ADSs equal to the Number of Put Options that the Holder so exercises.
(b) The Seller shall for all purposes be deemed to have become the holder of record of any ADSs delivered upon exercise of the Put Options represented by this Put Option Agreement as of the Close of Business on the later of the Exercise Date and the date of payment by the Seller of the Exercise Price in accordance with Section 3.02. However, if any such date is a date when the ADS transfer books of the Depositary are closed, the Seller shall be deemed to have become the holder of such ADSs at the Close of Business on the next succeeding date on which the ADS transfer books of the Depositary are open.
Delivery of ADSs. In respect of Settlement Shares for which Holders or Beneficial Owners elect to be converted into ADSs as specified in the Settlement Notice, subject to the Company’s right to elect that a Settlement Shares Offer be made in accordance with Section 3.18(a), the Settlement Share Depository shall deposit with the ADS Depository, the number of Settlement Shares to be issued upon Automatic Conversion of the relevant Contingent Capital Notes, and the ADS Depository shall issue the corresponding number of ADSs to such Holders or Beneficial Owner (per the ADS-to-ordinary share ratio in effect on the Conversion Date). Once deposited, the ADS Depository shall be entitled to the economic rights of a holder or beneficial owner of the Settlement Shares for the purposes of any dividend entitlement and otherwise on behalf of the ADS holders, and the Holder or Beneficial Owner will become the record holder of the related ADSs for all purposes under the ADS Deposit Agreement. However, the issuance of the ADSs by the ADS Depository may be delayed until the depositary bank or the custodian receives confirmation that all required approvals have been given and that the Settlement Shares have been duly transferred to the custodian and that all applicable depositary fees and payments have been paid to the ADS Depository.
Delivery of ADSs. In respect of any Common Shares that Holders elect to receive in the form of ADSs as specified in the Delivery Notice, the Conversion Shares Depository shall deposit with the custodian for the ADS Depositary the relevant number of Common Shares to be issued upon Conversion of the relevant Contingent Convertible Preferred Securities, and the ADS Depositary shall issue the corresponding number of ADSs to the DTC Participant account or registered ADS facility account specified by such Holders (per the ADS-to-Common Share ratio in effect on the Conversion Settlement Date). However, the issuance of the ADSs by the ADS Depositary may be delayed until the depositary bank or the custodian receives confirmation that all required approvals have been given and that the Common Shares have been duly transferred to the custodian and that all applicable depositary fees and payments have been paid to the ADS Depositary. Holders that elect to receive Common Shares in the form of ADSs must pay any fees that may be payable to the ADS Depositary as a result of the issue and delivery of such ADSs in accordance with the Delivery Notice.”
Delivery of ADSs. Notwithstanding anything to the contrary herein, at any time at which (a) (x) Lender is not a Foreign Private Issuer and (y) the number of Ordinary Shares “beneficially owned” (within the meaning of Section 13 of the Exchange Act and the rules promulgated thereunder) by Borrower or any affiliate of Borrower subject to aggregation with Borrower under Section 13 of the Exchange Act and rules or any “group” (within the meaning of such Section 13 and rules) of which Borrower is a member plus the number of Ordinary Shares represented by the Loaned ADSs is equal to or greater than 8.5% of the Outstanding Shares, or (b) the Share Amount is equal to or exceeds the Applicable Share Limit, Borrower may, by prior notice to Lender, satisfy its obligation to deliver any ADSs or other securities on any date due under the terms of this Agreement (an “Original Delivery Date”) by making separate deliveries of ADSs or such other securities, as the case may be, at more than one time on or prior to the twentieth (20th) Trading Day immediately following such Original Delivery Date, so long as the aggregate number of ADSs and other securities so delivered on or prior to such Trading Day is equal to the number required to be delivered on such Original Delivery Date.
Delivery of ADSs. A. Delivery of ADSs for Sonera ADSs Tendered Through DTC. The U.S. Exchange Agent shall deliver or cause to be delivered by means of book-entry delivery through the DTC Book-Entry Transfer Facility the applicable number of whole ADSs to the accounts of the Participants who validly tendered Sonera ADSs for ADSs on behalf of a holder of Sonera ADSs, promptly upon receipt of (i) confirmation from the Company that the Sonera Shares represented by Sonera ADSs previously tendered to the U.S. Exchange Agent have been accepted for tender and (ii) a deposit of the appropriate number of Shares with the Custodian on behalf of the Depositary to support the issuance of such ADSs.
B. Delivery of ADR Certificates for Tendered Sonera ADR Certificates by means of a Letter of Transmittal. The U.S. Exchange Agent shall instruct the Depositary to mail an ADR certificate evidencing the whole number of such ADSs to any tendering holder of Sonera ADRs entitled to receive such ADSs promptly upon receipt of (i) confirmation from the Company that the Sonera Shares represented by Sonera ADSs previously tendered to the U.S. Exchange Agent have been accepted for tender and (ii) a deposit of the appropriate number of Shares with the Custodian on behalf of the Depositary to support the issuance of such ADSs. Any such mailing shall be by first class mail under the U.S. Exchange Agent’s blanket surety bond, which the U.S. Exchange Agent represents protects Sonera, the Company and the U.S. Exchange Agent from loss or liability arising by virtue of the non-receipt or non-delivery of such certificates. It is understood that the market value of securities in any one shipment sent by first class mail under this procedure will not be in excess of U.S. $500,000.00. In the event the market value shall exceed U.S. $500,000.00, the envelope shall be mailed by registered mail and shall be insured separately for the replacement value of its contents at the time of mailing. If any ADSs are to be issued in, or a Cash-in-Lieu amount is to be paid to, a name other than that in which the Sonera ADR certificate representing Sonera ADSs tendered in the U.S. Offer is registered, it shall be a condition to the issuance or payment thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the tendering person shall pay to the U.S. Exchange Agent any transfer or other taxes required or shall establish to the U.S. Exchange Agent’s satisfaction that s...
Delivery of ADSs. Delivery of ADSs upon any exercise of the Exchange Right may only be made if, at the time when the Exchange Notice is delivered by a Noteholder, a registration statement on an appropriate form covering such an exchange and identifying the Issuer as the selling stockholder that is entitled to sell securities of Qimonda AG for consideration other than cash has been filed by Qimonda AG with the SEC and is effective. A prospectus included in such registration statement shall be made available to each Noteholder receiving ADSs upon such exchange in compliance with the requirements of the U.S. Securities Act (collectively, the "Registration Condition"). Any exercise of Exchange Rights while the Registration Condition is not satisfied will, subject to ss.8(1), result in settlement of the exchange pursuant to ss. 10 below.
(1) no claims arising from the ADSs shall exist. Any deposit fee to be paid to the Depositary for ADSs so delivered shall be paid by the Issuer.
Delivery of ADSs. The Company shall deliver to Holder, or its designee or agent as specified below, _______ American Depositary Shares (or American Depositary Receipts representing the ADSs) underlying the Warrants Shares in accordance with the terms of the Warrant.
Delivery of ADSs. I/We hereby irrevocably request that the ADSs required to be delivered upon conversion be delivered to the following account: -------------------------------------------------------------------------------- Clearing System: DTC -------------------------------------------------------------------------------- Participant Account in Clearing System: _____________________________ -------------------------------------------------------------------------------- Participant Name: _____________________________ -------------------------------------------------------------------------------- Beneficiary Account at Participant: _____________________________ -------------------------------------------------------------------------------- Name of contact person at Participant: _____________________________ -------------------------------------------------------------------------------- Telephone Number of contact person at Participant: _____________________________ -------------------------------------------------------------------------------- Email address of contact person at Participant: _____________________________ --------------------------------------------------------------------------------
Delivery of ADSs. Upon payment of the purchase price for the International ADSs to be sold by the Selling Shareholders pursuant to this Agreement, delivery of such ADSs, as directed by the International Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”) (unless delivery of such ADSs is unnecessary because such ADSs are already in possession of Cede or such nominee), registration of such ADSs in the name of Cede or such other nominee (unless registration of such ADSs is unnecessary because such ADSs are already registered in the name of Cede or such nominee), and the crediting of such ADSs on the books of DTC to securities accounts of the International Underwriters (assuming that neither DTC nor any such Underwriter has notice of any “adverse claim,” within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”), to such ADSs), (A) DTC shall be a “protected purchaser,” within the meaning of Section 8-303 of the UCC, of such ADSs and will acquire its interest in the ADSs (including, without limitation, all rights that the Selling Shareholders had or have the power to transfer in such ADSs) free and clear of any adverse claim within the meaning of Section 8-102 of the UCC, (B) under Section 8-501 of the UCC, the International Underwriters will acquire a valid security entitlement in respect of such Securities and (C) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such ADSs may be asserted against the International Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Shareholders may assume that when such payment, delivery (if necessary) and crediting occur, (x) such ADSs will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, and (z) appropriate entries to the accounts of the several International Underwriters on the records of DTC will have been made pursuant to the UCC.
Delivery of ADSs. 3.8.1 The Company agrees to deliver unrestricted and freely tradeable ADSs in respect of all Ordinary Shares issuable pursuant to this Section 3 to SDL (or any entity designated by SDL) on or prior to December 15, 2020. The waiver and release contemplated by Section 4 below will not be effective until such time as the requirements of this Section 3.8 are satisfied.
