Depositary Authorization Sample Clauses
The Depositary Authorization clause grants a designated party, known as the depositary, the authority to hold and manage certain assets or documents on behalf of the parties involved in an agreement. Typically, this clause outlines the scope of the depositary's responsibilities, such as safeguarding funds, securities, or important documents until specific conditions are met, like the completion of a transaction. By clearly defining the depositary's role and powers, this clause ensures the secure handling of assets and helps prevent disputes over custody or release of those assets.
Depositary Authorization. If, for any reason (other than a failure by the Company to supply the requisite number of Shareholder Notices to the Depositary within the requisite time period provided in the Deposit Agreement), the Depositary has not, prior to the date established for such purpose by the Depositary, received instructions from Holders together holding at least 51% of all ADSs (including Temporary ADSs) outstanding at the relevant ADS Record Date, to vote in the same manner in respect of any resolution (including resolutions for the election of directors and/or supervisors), then, subject to the following paragraph, the Holders shall be deemed to have authorized and directed the Depositary's nominee to authorize (the "Depositary Authorization") the Voting Representative as the representative of the Registered Holder to attend and vote at such meeting all the Deposited Securities represented by ADSs then outstanding (including Temporary ADSs) in his or her discretion. In such circumstances, the Voting Representative shall be free to exercise the votes attaching to the Deposited Securities in any manner she/he wishes, which may not be in the interests of the Holders. The Depositary's Authorization, provided in the manner and under the circumstances described in the preceding paragraph, shall be subject to the receipt by the Depositary prior to each shareholders' meeting of an opinion of ROC counsel of the Company addressed to, and in form and substance satisfactory to, the Depositary to the effect that under ROC law (i) the arrangements relating to the Depositary Authorization are permissible, and (ii) the Depositary will not be deemed to be authorized to exercise any discretion when causing the voting in accordance with Section 4.10 of the Deposit Agreement and will not (in the absence of negligence, bad faith or breach of contract, and subject to general principles of agency) be subject to any liability under ROC law for losses arising from the exercise of the voting arrangements set out in Section 4.10 of the Deposit Agreement on the grounds that voting in accordance with Section 4.10 of the Deposit Agreement is in violation of ROC law. In the event the Depositary does not receive such opinion, the Depositary will not grant the Depositary Authorization, but will cause the Deposited Securities to be present at the shareholders' meeting to the extent practicable and permitted by applicable law and will not cause the Deposited Securities to be voted. The Depositary shall no...