Common use of Disclosure of Beneficial Ownership Clause in Contracts

Disclosure of Beneficial Ownership. (a) Without prejudice to the requirements of applicable law concerning disclosure of beneficial ownership of Shares, any Beneficial Owner (as defined below) of American Depositary Shares who becomes, or ceases to be, directly or indirectly the Beneficial Owner of more than five percent (5%) of all outstanding Shares (whether such interest is held in whole or in part through Receipts) shall, within five (5) days (excluding Saturdays, Sundays and legal holidays in any part of Japan) following such event, send written notice to the Issuer at its head office in Japan as specified in Section 7.5 containing the following information: (i) the name, address and nationality of such Beneficial Owner and all other persons by whom or on whose behalf such Shares have been acquired or are held; the number of American Depositary Shares and total Shares (including American Depositary Shares) beneficially owned directly or indirectly by such Beneficial Owner immediately before and immediately after the event requiring notification; the names and addresses of any persons other than the Depositary, the Custodian, or either of their nominees, through whom such beneficially owned Shares are held, or in whose name such Shares are registered in the Issuer’s transfer book, and the respective numbers of Shares beneficially held through each such person; the date or dates of acquisition of the beneficial interest in such Shares; and the number of any Shares; and the number of any Shares in which such Beneficial Owner has the right to acquire directly or indirectly beneficial ownership and material information as to such right(s) of acquisition; and (ii) the names, addresses and nationalities of any persons with whom such Beneficial Owner is acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding, voting or disposing of a beneficial interest in Shares; and the number of Shares being acquired, held, voted or disposed of as a result of such association (being the total number held by such group). Any Beneficial Owner of more than five percent (5%) of all outstanding Shares shall promptly notify the Issuer as provided above of any material change in the information previously notified, including, without limitation, a change of more than one (1%) in the percentage of total Shares to which the beneficial ownership relates. As used herein, the term "Beneficial Owners" of Shares means a person who, directly or indirectly, through any contract, trust arrangement, understanding, relationship, or otherwise, has an interest in any Shares (other than the Depositary, Custodian or any of their nominees) which underlie any American Depositary Shares issued hereunder (including having the right to exercise or control the exercise of any right conferred by the holding of such Shares or the power to vote or to direct voting or the power to dispose or to direct disposition) and includes any owner of an American Depositary Share hereunder. (b) Without prejudice to the requirements of applicable law and the provisions of the Issuer’s Articles of Incorporation, any Beneficial Owner of Shares shall, if so requested in writing by the Issuer, provide such information with respect to the beneficial ownership of Shares (including not only Shares underlying American Depositary Shares, but also any other Shares in which such Beneficial Owner has an interest) by such Beneficial Owner as is requested by the Issuer. Such Beneficial Owner shall provide such information to the Issuer in writing the time specified by the Issuer.

Appears in 6 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Sega Corporation/Fi), Deposit Agreement (Sega Corporation/Fi)

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Disclosure of Beneficial Ownership. (a) Without prejudice to the requirements of applicable law concerning disclosure of beneficial ownership of Shares, any Beneficial Owner (as defined below) of American Depositary Shares who becomes, or ceases to be, directly or indirectly the Beneficial Owner of more than five percent (5%) of all outstanding Shares (whether such interest is held in whole or in part through Receipts) shall, within five (5) days (excluding Saturdays, Sundays and legal holidays in any part of Japan) following such event, send written notice to the Issuer at its head office in Japan as specified in Section 7.5 containing the following information: (i) the name, address and nationality of such Beneficial Owner and all other persons by whom or on whose behalf such Shares have been acquired or are held; the number of American Depositary Shares and total Shares (including American Depositary Shares) beneficially owned directly or indirectly by such Beneficial Owner immediately before and immediately after the event requiring notification; the names and addresses of any persons other than the Depositary, the Custodian, or either of their nominees, through whom such beneficially owned Shares are held, or in whose name such Shares are registered in the Issuer’s transfer book, and the respective numbers of Shares beneficially held through each such person; the date or dates of acquisition of the beneficial interest in such Shares; and the number of any Shares; and the number of any Shares in which such Beneficial Owner has the right to acquire directly or indirectly beneficial ownership and material information as to such right(s) of acquisition; and; (ii) the names, addresses and nationalities of any persons with whom such Beneficial Owner is acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding, voting or disposing of a beneficial interest in Shares; and the number of Shares being acquired, held, voted or disposed of as a result of such association (being the total number held by such group). Any Beneficial Owner of more than five percent (5%) of all outstanding Shares shall promptly notify the Issuer as provided above of any material change in the information previously notified, including, without limitation, a change of more than one (1%) in the percentage of total Shares to which the beneficial ownership relates. As used herein, the term "Beneficial Owners" of Shares means a person who, directly or indirectly, through any contract, trust arrangement, understanding, relationship, or otherwise, has an interest in any Shares (other than the Depositary, Custodian or any of their nominees) which underlie any American Depositary Shares issued hereunder (including having the right to exercise or control the exercise of any right conferred by the holding of such Shares or the power to vote or to direct voting or the power to dispose or to direct disposition) and includes any owner of an American Depositary Share hereunder. (b) Without prejudice to the requirements of applicable law and the provisions of the Issuer’s Articles of Incorporation, any Beneficial Owner of Shares shall, if so requested in writing by the Issuer, provide such information with respect to the beneficial ownership of Shares (including not only Shares underlying American Depositary Shares, but also any other Shares in which such Beneficial Owner has an interest) by such Beneficial Owner as is requested by the Issuer. Such Beneficial Owner shall provide such information to the Issuer in writing within the time specified by the Issuer. Copies of such request and response shall be contemporaneously sent to the Depositary at its Corporate Trust Office. The Depositary agrees to use reasonable efforts to comply with reasonable and practicable written instructions received from the Issuer requesting that the Depositary forward any such requests to the Owners and to forward to the Issuer the responses to such requests received by the Depositary, if that disclosure is permitted under the applicable law. (c) If the Issuer notifies the Depositary in writing that a particular Beneficial Owner has not complied with subsections (a) or (b), the Depositary agrees to use reasonable efforts to comply with reasonable and practicable written instructions of the Issuer to not vote or cause to be voted any Shares held by it or any Custodian as to which such Beneficial Owner of such Shares shall have failed to comply with the provisions of subsections (a) or (b) above.

Appears in 3 contracts

Samples: Deposit Agreement (Acom Co LTD /Fi), Deposit Agreement (Acom Co LTD /Fi), Deposit Agreement (Acom Co LTD /Fi)

Disclosure of Beneficial Ownership. (a) Without prejudice to the requirements of applicable law concerning disclosure of beneficial ownership of Shares, any Beneficial Owner (as defined below) of American Depositary Shares who becomes, or ceases to be, directly or indirectly the Beneficial Owner of more than five percent (5%) of all outstanding Shares (whether such interest is held in whole or in part through Receipts) shall, within five (5) days (excluding Saturdays, Sundays and legal holidays in any part of Japan) following such event, send written notice to the Issuer Company at its head office in Japan as specified in Section 7.5 containing the following information: (i) the name, address and nationality of such Beneficial Owner and all other persons by whom or on whose behalf such Shares have been acquired or are held; the number of American Depositary Shares and total Shares (including American Depositary Shares) beneficially owned directly or indirectly by such Beneficial Owner immediately before and immediately after the event requiring notification; the names and addresses of any persons other than the Depositary, the Custodian, or either of their nominees, through whom such beneficially owned Shares are held, or in whose name such Shares are registered in the IssuerCompany’s transfer book, and the respective numbers of Shares beneficially held through each such person; the date or dates of acquisition of the beneficial interest in such Shares; and the number of any Shares; and the number of any Shares in which such Beneficial Owner has the right to acquire directly or indirectly beneficial ownership and material information as to such right(s) of acquisition; and (ii) the names, addresses and nationalities of any persons with whom such Beneficial Owner is acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding, voting or disposing of a beneficial interest in Shares; and the number of Shares being acquired, held, voted or disposed of as a result of such association (being the total number held by such group). Any Beneficial Owner of more than five percent (5%) of all outstanding Shares shall promptly notify the Issuer Company as provided above of any material change in the information previously notified, including, without limitation, a change of more than one (1%) in the percentage of total Shares to which the beneficial ownership relates. As used herein, the term "Beneficial Owners" of Shares means a person who, directly or indirectly, through any contract, trust arrangement, understanding, relationship, or otherwise, has an interest in any Shares (other than the Depositary, Custodian or any of their nominees) which underlie any American Depositary Shares issued hereunder (including having the right to exercise or control the exercise of any right conferred by the holding of such Shares or the power to vote or to direct voting or the power to dispose or to direct disposition) and includes any owner of an American Depositary Share hereunder. (ba) Without prejudice to the requirements of applicable law and the provisions of the IssuerCompany’s Articles of Incorporation, any Beneficial Owner of Shares shall, if so requested in writing by the IssuerCompany, provide such information with respect to the beneficial ownership of Shares (including not only Shares underlying American Depositary Shares, but also any other Shares in which such Beneficial Owner has an interest) by such Beneficial Owner as is requested by the IssuerCompany. Such Beneficial Owner shall provide such information to the Issuer Company in writing the time specified by the IssuerCompany.

Appears in 3 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Sega Sammy Holdings Inc.), Deposit Agreement (Sega Sammy Holdings Inc.)

Disclosure of Beneficial Ownership. (a) Without prejudice to the requirements of applicable law concerning disclosure of beneficial ownership of Shares, any Beneficial Owner (as defined below) of American Depositary Shares who becomes, or ceases to be, directly or indirectly the Beneficial Owner of more than five percent (5%) of all outstanding Shares (whether such interest is held in whole or in part through Receipts) shall, within five (5) days (excluding Saturdays, Sundays and legal holidays in any part of Japan) following such event, send written notice to the Issuer Company at its head office in Japan as specified in Section 7.5 containing the following information: (i) the name, address and nationality of such Beneficial Owner and all other persons by whom or on whose behalf such Shares have been acquired or are held; the number of American Depositary Shares and total Shares (including American Depositary Shares) beneficially owned directly or indirectly by such Beneficial Owner immediately before and immediately after the event requiring notification; the names and addresses of any persons other than the Depositary, the Custodian, or either of their nominees, through whom such beneficially owned Shares are held, or in whose name such Shares are registered in the IssuerCompany’s transfer book, and the respective numbers of Shares beneficially held through each such person; the date or dates of acquisition of the beneficial interest in such Shares; and the number of any Shares; and the number of any Shares in which such Beneficial Owner has the right to acquire directly or indirectly beneficial ownership and material information as to such right(s) of acquisition; and (ii) the names, addresses and nationalities of any persons with whom such Beneficial Owner is acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding, voting or disposing of a beneficial interest in Shares; and the number of Shares being acquired, held, voted or disposed of as a result of such association (being the total number held by such group). Any Beneficial Owner of more than five percent (5%) of all outstanding Shares shall promptly notify the Issuer Company as provided above of any material change in the information previously notified, including, without limitation, a change of more than one (1%) in the percentage of total Shares to which the beneficial ownership relates. As used herein, the term "Beneficial Owners" of Shares means a person who, directly or indirectly, through any contract, trust arrangement, understanding, relationship, or otherwise, has an interest in any Shares (other than the Depositary, Custodian or any of their nominees) which underlie any American Depositary Shares issued hereunder (including having the right to exercise or control the exercise of any right conferred by the holding of such Shares or the power to vote or to direct voting or the power to dispose or to direct disposition) and includes any owner of an American Depositary Share hereunder. (b) Without prejudice to the requirements of applicable law and the provisions of the IssuerCompany’s Articles of Incorporation, any Beneficial Owner of Shares shall, if so requested in writing by the IssuerCompany, provide such information with respect to the beneficial ownership of Shares (including not only Shares underlying American Depositary Shares, but also any other Shares in which such Beneficial Owner has an interest) by such Beneficial Owner as is requested by the IssuerCompany. Such Beneficial Owner shall provide such information to the Issuer Company in writing the time specified by the IssuerCompany.

Appears in 3 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Sega Corporation/Fi), Deposit Agreement (Sega Corporation/Fi)

Disclosure of Beneficial Ownership. (a) Without prejudice to the requirements of applicable law concerning the disclosure of beneficial ownership of Shares, any Beneficial Owner Holder that is the beneficial owner (as defined below) of American Depositary Shares who becomes, or ceases to be, directly or indirectly the Beneficial Owner of more than five percent (5%) % of all outstanding Shares (whether including, for this purpose, the number of Shares represented by American Depositary Shares beneficially owned by such interest is held in whole or in part through Receiptsperson) shall, within five (5) days (excluding Saturdays, Sundays and legal holidays in any part of Japan) following such event, send written notice to the Issuer Depositary at its head Corporate Trust Office and to the Company at its registered office in Japan as specified in Section 7.5 containing the following information: (i) the name, address and nationality of such Beneficial Owner person and all other persons by whom or on whose behalf such Shares have been acquired or are held; the number of American Depositary Shares and total Shares (including American Depositary Shares) beneficially owned directly or indirectly by such Beneficial Owner person immediately before and immediately after the event requiring notification; the names and addresses of any persons other than the Depositary, the Custodian, Custodian or either of their nominees, through whom such beneficially owned Shares are held, or in whose name such Shares are registered in the IssuerCompany’s transfer bookshare register, and the respective numbers of Shares beneficially held through each such person; the date or dates of acquisition of the beneficial interest in such Shares; and the number of any Shares; and the number of any Shares in which such Beneficial Owner person has the right to acquire directly or indirectly beneficial ownership and material information as to such right(s) of acquisition; and (ii) the names, addresses and nationalities of any persons with whom such Beneficial Owner person is acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding, voting or disposing of a beneficial interest in Shares; and the number of Shares being acquired, held, voted or disposed of as a result of such association (being the total number held by such group). Any Beneficial Owner Holder that is the beneficial owner of more than five percent (5%) % of all outstanding Shares shall promptly notify the Issuer Depositary and the Company as provided above of any material change in the information previously notified, including, without limitation, a change of more than one (1%) % in the percentage of total Shares to which the beneficial ownership relates. As used hereinin this Section 3.04, the term "Beneficial Owners" “beneficial owner” of Shares means a person who, directly or indirectly, through any contractcontract trust, trust arrangement, understanding, relationship, or otherwise, has an interest in any Shares (other than the Depositary, Custodian or any of their nominees) which underlie any American Depositary Shares issued hereunder (including having the right to exercise or control the exercise of any right conferred by the holding of such Shares or the power to vote or to direct voting or the power to dispose or to direct disposition) ), and includes any owner Holder of an American Depositary Share hereunderShare. (b) Without prejudice to the requirements of applicable law and the provisions of the IssuerCompany’s Articles of Incorporation, any Beneficial Owner of Shares Holder shall, if so requested in writing by the IssuerCompany, provide such information with respect to the beneficial ownership of Shares (including not only Shares underlying American Depositary Shares, but also any other Shares in which such Beneficial Owner Holder has an interest) by such Beneficial Owner Holder as is requested by the IssuerCompany. Such Beneficial Owner Holder shall provide such information to the Issuer Company in writing within the time specified by the IssuerCompany. Copies of any such request and response shall be contemporaneously sent to the Depositary at its Corporate Trust Office. (c) If the Company notifies the Depositary in writing that a particular Holder has not complied with the obligations described in subsection (a) above, the Depositary shall, to the extent practicable, at the Company’s expense, comply with reasonable Company instructions that the Depositary not carry out instructions to exercise voting rights given on behalf of such Holder. Each Owner and Holder will be deemed, by their holding of Receipts or any beneficial interest therein, to have consented to any such limitation of rights. (d) The Depositary shall have no responsibility for the compliance or non-compliance of any Holder with the provisions of subsections (a) or (b) above or for any action taken or omitted by the Depositary or the Custodian in reliance on instructions given by the Company under subsection (c) above, provided such action or omission is without negligence or bad faith. The obligation of the Depositary or the Custodian, as a registered owner of Deposited Securities, shall be limited to disclosing to the Company such information relating to the Deposited Securities in question as has in each case been recorded by it pursuant to the terms of this Deposit Agreement.

Appears in 2 contracts

Samples: Deposit Agreement (Chuo Mitsui Trust Holdings, Inc.), Deposit Agreement (Bank of New York / Adr Division)

Disclosure of Beneficial Ownership. (a) Without prejudice to the requirements of applicable law concerning the disclosure of beneficial ownership of Shares, any Beneficial Owner Holder that is the beneficial owner (as defined below) of American Depositary Shares who becomes, or ceases to be, directly or indirectly the Beneficial Owner of more than five percent (5%) % of all outstanding Shares (whether including, for this purpose, the number of Shares represented by American Depositary Shares beneficially owned by such interest is held in whole or in part through Receiptsperson) shall, within five (5) days (excluding Saturdays, Sundays and legal holidays in any part of Japan) following such event, send written notice to the Issuer Depositary at its head Corporate Trust Office and to the Company at its registered office in Japan as specified in Section 7.5 containing the following information: : (i) the name, address and nationality of such Beneficial Owner person and all other persons by whom or on whose behalf such Shares have been acquired or are held; the number of American Depositary Shares and total Shares (including American Depositary Shares) beneficially owned directly or indirectly by such Beneficial Owner person immediately before and immediately after the event requiring notification; the names and addresses of any persons other than the Depositary, the Custodian, Custodian or either of their nominees, through whom such beneficially owned Shares are held, or in whose name such Shares are registered in the IssuerCompany’s transfer bookshare register, and the respective numbers of Shares beneficially held through each such person; the date or dates of acquisition of the beneficial interest in such Shares; and the number of any Shares; and the number of any Shares in which such Beneficial Owner person has the right to acquire directly or indirectly beneficial ownership and material information as to such right(s) of acquisition; and and (ii) the names, addresses and nationalities of any persons with whom such Beneficial Owner person is acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding, voting or disposing of a beneficial interest in Shares; and the number of Shares being acquired, held, voted or disposed of as a result of such association (being the total number held by such group). Any Beneficial Owner Holder that is the beneficial owner of more than five percent (5%) % of all outstanding Shares shall promptly notify the Issuer Depositary and the Company as provided above of any material change in the information previously notified, including, without limitation, a change of more than one (1%) % in the percentage of total Shares to which the beneficial ownership relates. As used hereinin this Article 23, the term "Beneficial Owners" “beneficial owner” of Shares means a person who, directly or indirectly, through any contractcontract trust, trust arrangement, understanding, relationship, or otherwise, has an interest in any Shares (other than the Depositary, Custodian or any of their nominees) which underlie any American Depositary Shares issued hereunder (including having the right to exercise or control the exercise of any right conferred by the holding of such Shares or the power to vote or to direct voting or the power to dispose or to direct disposition) ), and includes any owner Holder of an American Depositary Share hereunderShare. (b) Without prejudice to the requirements of applicable law and the provisions of the Issuer’s Articles of Incorporation, any Beneficial Owner of Shares shall, if so requested in writing by the Issuer, provide such information with respect to the beneficial ownership of Shares (including not only Shares underlying American Depositary Shares, but also any other Shares in which such Beneficial Owner has an interest) by such Beneficial Owner as is requested by the Issuer. Such Beneficial Owner shall provide such information to the Issuer in writing the time specified by the Issuer.

Appears in 2 contracts

Samples: Deposit Agreement (Chuo Mitsui Trust Holdings, Inc.), Deposit Agreement (Bank of New York / Adr Division)

Disclosure of Beneficial Ownership. (a) Without prejudice to the requirements of applicable law concerning disclosure of beneficial ownership of Shares, any Beneficial Owner (as defined below) of American Depositary Shares who becomes, or ceases to be, directly or indirectly the Beneficial Owner of more than five percent (5%) of all outstanding Shares (whether such interest is held in whole or in part through Receipts) shall, within five (5) days (excluding Saturdays, Sundays and legal holidays in any part of Japan) following such event, send written notice to the Issuer Company at its head office in Japan as specified in Section 7.5 containing the following information: (i) the name, address and nationality of such Beneficial Owner and all other persons by whom or on whose behalf such Shares have been acquired or are held; the number of American Depositary Shares and total Shares (including American Depositary Shares) beneficially owned directly or indirectly by such Beneficial Owner immediately before and immediately after the event requiring notification; the names and addresses of any persons other than the Depositary, the Custodian, or either of their nominees, through whom such beneficially owned Shares are held, or in whose name such Shares are registered in the IssuerCompany’s transfer book, and the respective numbers of Shares beneficially held through each such person; the date or dates of acquisition of the beneficial interest in such Shares; and the number of any Shares; and the number of any Shares in which such Beneficial Owner has the right to acquire directly or indirectly beneficial ownership and material information as to such right(s) of acquisition; and (ii) the names, addresses and nationalities of any persons with whom such Beneficial Owner is acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding, voting or disposing of a beneficial interest in Shares; and the number of Shares being acquired, held, voted or disposed of as a result of such association (being the total number held by such group). Any Beneficial Owner of more than five percent (5%) of all outstanding Shares shall promptly notify the Issuer Company as provided above of any material change in the information previously notified, including, without limitation, a change of more than one (1%) in the percentage of total Shares to which the beneficial ownership relates. As used herein, the term "Beneficial Owners" of Shares means a person who, directly or indirectly, through any contract, trust arrangement, understanding, relationship, or otherwise, has an interest in any Shares (other than the Depositary, Custodian or any of their nominees) which underlie any American Depositary Shares issued hereunder (including having the right to exercise or control the exercise of any right conferred by the holding of such Shares or the power to vote or to direct voting or the power to dispose or to direct disposition) and includes any owner of an American Depositary Share hereunder. (ba) Without prejudice to the requirements of applicable law and the provisions of the IssuerCompany’s Articles of Incorporation, any Beneficial Owner of Shares shall, if so requested in writing by the IssuerCompany, provide such information with respect to the beneficial ownership of Shares (including not only Shares underlying American Depositary Shares, but also any other Shares in which such Beneficial Owner has an interest) by such Beneficial Owner as is requested by the IssuerCompany. Such Beneficial Owner shall provide such information to the Issuer Company in writing within the time specified by the IssuerCompany. Copies of such request and response shall be contemporaneously sent to the Depositary at its Corporate Trust Office. The Depositary agrees to use reasonable efforts to comply with reasonable and practicable written instructions received from the Company requesting that the Depositary forward any such requests to the Owners and to forward to the Company the responses to such requests received by the Depositary, if that disclosure is permitted under the applicable law. (b) If the Company notifies the Depositary in writing that a particular Beneficial Owner has not complied with subsections (a) or (b), the Depositary agrees to use reasonable efforts to comply with reasonable and practicable written instructions of the Issuer to not vote or cause to be voted any Shares held by it or any Custodian as to which such Beneficial Owner of such Shares shall have failed to comply with the provisions of subsections (a) or (b) above.

Appears in 2 contracts

Samples: Deposit Agreement (Acom Co LTD /Fi), Deposit Agreement (Acom Co LTD /Fi)

Disclosure of Beneficial Ownership. (a) Without prejudice to the requirements of applicable law concerning disclosure of beneficial ownership of Shares, any Beneficial Owner (as defined below) of American Depositary Shares who becomes, or ceases to be, directly or indirectly the Beneficial Owner of 10% or more than five percent (5%) of all outstanding Shares (whether such interest is held in whole or in part through Receipts) shall, within five (5) days (excluding Saturdays, Sundays and legal holidays in any part of Japan) without undue delay following such event, send written notice to the Issuer at its head office in Japan as specified in Section 7.5 containing Company, which notice shall contain the following information: (i) the name, address and nationality of such Beneficial Owner and all other persons by whom or on whose behalf such Shares have been acquired or are held; the number of American Depositary Shares and total Shares (including American Depositary Shares) beneficially owned directly or indirectly by such Beneficial Owner immediately before and immediately after the event requiring notification; the names and addresses of any persons other than the Depositary, the Custodian, or either of their nominees, through whom such beneficially owned Shares are held, or in whose name such Shares are registered in the Issuer’s transfer bookCompany's share register, and the respective numbers of Shares beneficially held through each such person; the date or dates of acquisition of the beneficial interest in such Shares; and the number of any Shares; and the number of any Shares in which such Beneficial Owner has the right to acquire directly or indirectly beneficial ownership and material information as to such right(s) of acquisition; and (ii) the names, addresses and nationalities of any persons with whom such Beneficial Owner is acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding, voting or disposing of a beneficial interest in Shares; and the number of Shares being acquired, held, voted or disposed of as a result of such association (being the total number held by such group). Any Beneficial Owner of 10% or more than five percent (5%) of all outstanding Shares shall promptly notify the Issuer Company as provided above of any material change in the information previously notified, including, without limitation, a change of more than one (1%) in the percentage of total Shares to which the beneficial ownership relates. As used herein, the term "Beneficial Owners" of Shares means a person who, directly or indirectly, through any contract, trust arrangement, understanding, relationship, or otherwise, has an interest in any Shares (other than the Depositary, Custodian or any of their nominees) which underlie any American Depositary Shares issued hereunder (including having the right to exercise or control the exercise of any right conferred by the holding of such Shares or the power to vote or to direct voting or the power to dispose or to direct disposition) and includes any owner of an American Depositary Share hereunder. (b) Without prejudice to the requirements of applicable law and the provisions of the Issuer’s Articles of Incorporation, any Beneficial Owner of Shares shall, if so requested in writing by the Issuer, provide such information with respect to the beneficial ownership of Shares (including not only Shares underlying American Depositary Shares, but also any other Shares in which such Beneficial Owner has an interest) by such Beneficial Owner as is requested by the Issuer. Such Beneficial Owner shall provide such information to the Issuer in writing the time specified by the Issuer.

Appears in 1 contract

Samples: Deposit Agreement (Kabuskiki Kaisha Jyupitaterekomu)

Disclosure of Beneficial Ownership. (a) Without prejudice to the requirements of applicable law concerning disclosure of beneficial ownership of Sharesshares, any Beneficial Owner (as defined below) of American Depositary Shares who becomes, or ceases to be, directly or indirectly the Beneficial Owner of more than five percent (5%) % of all outstanding Shares (whether such interest is held in whole or only in part through Receipts) shall, within five (5) days (excluding Saturdays, Sundays and legal holidays in any part of Japan) following such event, send written notice to the Issuer Depositary at its Corporate Trust Office and to the Company at its head office in Japan as specified in Section 7.5 of the Deposit Agreement containing the following information: (i) the name, address and nationality of such Beneficial Owner and all other persons by whom or on whose behalf such Shares have been acquired or are held; the number of American Depositary Shares and total Shares (including American Depositary Shares) beneficially owned directly or indirectly by such Beneficial Owner immediately before and immediately after the event requiring notification; the names and addresses of any persons other than the Depositary, the Custodian, or either of their nominees, through whom such beneficially owned Shares are held, or in whose name such Shares are registered in the IssuerCompany’s transfer bookshare register, and the respective numbers of Shares beneficially held through each such person; the date or dates of acquisition of the beneficial interest in such Shares; and the number of any Shares; and the number of any Shares in which such Beneficial Owner has the right to acquire directly or indirectly beneficial ownership and material information as to such right(s) of acquisition; and (ii) the names, addresses and nationalities of any persons with whom such Beneficial Owner is acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding, voting or disposing of a beneficial interest in Shares; and the number of Shares being acquired, held, voted or disposed of as a result of such association (being the total number held by such group). Any Beneficial Owner of more than five percent (5%) % of all outstanding Shares shall promptly notify the Issuer Depositary and the Company as provided above of any material change in the information previously notified, including, without limitation, a change of more than one (1%) % in the percentage of total Shares to which the beneficial ownership relates. As used herein, the term "Beneficial Owners" Owner” of Shares means a person who, directly or indirectly, through any contract, trust trust, arrangement, understanding, relationship, or otherwise, has an interest in any Shares (other than the Depositary, Custodian or any of their nominees) which underlie any American Depositary Shares issued hereunder (including having the right to exercise or control the exercise of any right conferred by the holding of such Shares shares or the power to vote or to direct voting or the power to dispose or to direct disposition) ), and includes any owner Owner of an American Depositary Share hereunder. (b) Without prejudice to the requirements of applicable law and the provisions of the IssuerCompany’s Articles of Incorporation, any Beneficial Owner of Shares shall, if so requested in writing by the IssuerCompany, provide such information with respect to the beneficial ownership of Shares (including not only Shares underlying American Depositary Shares, but also any other Shares in which such Beneficial Owner has an interest) by such Beneficial Owner as is requested by the IssuerCompany. Such Beneficial Owner shall provide such information to the Issuer Company in writing within the time specified by the IssuerCompany. Copies of any such request and response shall be contemporaneously sent to the Depositary at its Corporate Trust office. (c) If the Company notifies the Depositary in writing that a particular Beneficial Owner has not complied with subsection (a) or (b), the Depositary shall not vote or cause to be voted any Shares held by it or any Custodian as to which such Beneficial Owner of such Shares shall have failed to comply with the provisions of subsection (a) or (b) above (but only to the extent that the right of other Beneficial Owners of Shares to instruct the Depositary to vote the Shares underlying their American Depositary Shares is not adversely affected).

Appears in 1 contract

Samples: Deposit Agreement (Olympus Optical Co LTD \Fi)

Disclosure of Beneficial Ownership. (a) Without prejudice to the requirements of applicable law concerning disclosure of beneficial ownership of Sharesshares of Stock, any Beneficial Owner (as defined below) of American Depositary Shares ADSs who becomes, or ceases to be, directly or indirectly indirectly, the Beneficial Owner of more than five percent (5%) % of all outstanding Shares shares of Stock (whether such interest is held in whole or only in part through ReceiptsADRs) shall, within five (5) days (excluding Saturdays, Sundays and legal holidays in any part of Japan) following such event, send written notice to the Issuer Depositary at its head Transfer Office and to the Company at its principal office in Japan as specified in Section 7.5 at 0-0-00 Xxxxxxxxxx, Xxxxxx-xx, Xxxxx 000-0000, Xxxxx containing the following information: (i) the name, address and nationality of such Beneficial Owner and all other persons by whom or on whose behalf such Shares shares of Stock have been acquired or are held; the number of American Depositary Shares ADSs and total Shares shares of Stock (including American Depositary SharesADSs) beneficially owned owned, directly or indirectly indirectly, by such Beneficial Owner immediately before and immediately after the event requiring notification; the names and addresses of any persons other than the Depositary, the Custodian, or either of their nominees, through whom such beneficially owned Shares shares of Stock are held, or in whose name such Shares shares of Stock are registered in the Issuer’s transfer bookCompany's share register, and the respective numbers of Shares shares of Stock beneficially held through each such person; the date or dates of acquisition of the beneficial interest in such Sharesshares of Stock; and the number of any Shares; and the number shares of any Shares Stock in which such Beneficial Owner has the right to acquire acquire, directly or indirectly indirectly, beneficial ownership and material information as to such right(s) of acquisition; and (ii) the names, addresses and nationalities of any persons with whom such Beneficial Owner is acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding, voting or disposing of a beneficial interest in Sharesshares of Stock; and the number of Shares shares of Stock being acquired, held, voted or disposed of as a result of such association (being the total number held by such group). Any Beneficial Owner of more than five percent (5%) % of all outstanding Shares shares of Stock shall promptly notify the Issuer Depositary and the Company as provided above of any material change in the information previously notified, including, without limitation, a change of 1% or more than one (1%) in of the percentage of total Shares shares of Stock to which the beneficial ownership relates. As used herein, the term "Beneficial OwnersOwner" of Shares shares of Stock means a person who, directly or indirectly, through any contract, trust trust, arrangement, understanding, relationship, or otherwise, has an interest in any Shares (other than the Depositaryshares of Stock, Custodian or including any shares of their nominees) Stock which underlie any American Depositary Shares ADS issued hereunder (including having the right to exercise or control the exercise of any right conferred by the holding of such Shares shares of Stock or the power to vote or to direct voting or the power to dispose or to direct disposition) ), and includes any owner Holder of an American Depositary Share hereunderADS. (b) Without prejudice to the requirements of applicable law and the provisions of the Issuer’s Articles of Incorporation, any Beneficial Owner of Shares shall, if so requested in writing by the Issuer, provide such information with respect to the beneficial ownership of Shares (including not only Shares underlying American Depositary Shares, but also any other Shares in which such Beneficial Owner has an interest) by such Beneficial Owner as is requested by the Issuer. Such Beneficial Owner shall provide such information to the Issuer in writing the time specified by the Issuer.

Appears in 1 contract

Samples: Deposit Agreement (Eisai Co LTD/Adr)

Disclosure of Beneficial Ownership. (a) Without prejudice to the requirements of applicable law concerning concern­ing disclosure of beneficial ownership of Shares, any Beneficial Owner (as defined below) of American Depositary Shares who becomes, or ceases to be, directly or indirectly the Beneficial Owner of more than five percent (5%) % of all outstanding outstand­ing Shares (whether such interest is held in whole or only in part through Receipts) shall, within five (5) days (excluding Saturdays, Sundays and legal holidays in any part of Japan) following such event, send written notice to the Issuer Depositary at its head Corporate Trust Office and to the Company at its reg­istered office in Japan as specified in Section 7.5 containing the following information: (ia) the name, address and nationality of such Beneficial Owner and all other persons by whom or on whose behalf such Shares have been acquired ac­quired or are held; the number of American Depositary Shares and total Shares (including American Depositary Shares) beneficially owned directly or indirectly by such Beneficial Owner immediately before and immediately after the event requiring notification; the names and addresses of any persons other than the Depositary, the Custodian, or either of their nominees, through whom such beneficially owned Shares are held, or in whose name such Shares are registered in the Issuer’s transfer bookCompany's share register, and the respective numbers of Shares beneficially held through each such person; the date or dates of acquisition of the beneficial interest in such Shares; and the number of any Shares; and the number num­ber of any Shares in which such Beneficial Owner has the right to acquire directly or indirectly beneficial ownership and material information as to such right(s) of acquisition; and (iib) the names, addresses and nationalities of any persons with whom such Beneficial Owner is acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding, voting or disposing of a beneficial interest in Shares; and the number of Shares being acquired, held, voted or disposed of as a result of such association (being the total number held by such group). Any Beneficial Owner of more than five percent (5%) of all outstanding Shares shall promptly notify the Issuer as provided above of any material change in the information previously notified, including, without limitation, a change of more than one (1%) in the percentage of total Shares to which the beneficial ownership relates. As used herein, the term "Beneficial Owners" of Shares means a person who, directly or indirectly, through any contract, trust arrangement, understanding, relationship, or otherwise, has an interest in any Shares (other than the Depositary, Custodian or any of their nominees) which underlie any American Depositary Shares issued hereunder (including having the right to exercise or control the exercise of any right conferred by the holding of such Shares or the power to vote or to direct voting or the power to dispose or to direct disposition) and includes any owner of an American Depositary Share hereunder. (b) Without prejudice to the requirements of applicable law and the provisions of the Issuer’s Articles of Incorporation, any Beneficial Owner of Shares shall, if so requested in writing by the Issuer, provide such information with respect to the beneficial ownership of Shares (including not only Shares underlying American Depositary Shares, but also any other Shares in which such Beneficial Owner has an interest) by such Beneficial Owner as is requested by the Issuer. Such Beneficial Owner shall provide such information to the Issuer in writing the time specified by the Issuer.

Appears in 1 contract

Samples: Deposit Agreement (Minebea Co LTD /Fi)

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Disclosure of Beneficial Ownership. (a) Without prejudice to the requirements of applicable law concerning disclosure of beneficial ownership of Shares, any Beneficial Owner (as defined below) of American Depositary Shares who becomes, or ceases to be, directly or indirectly the Beneficial Owner of 10% or more than five percent (5%) of all outstanding Shares (whether such interest is held in whole or in part through Receipts) shall, within five (5) days (excluding Saturdays, Sundays and legal holidays in any part of Japan) without undue delay following such event, send written notice to the Issuer at its head office in Japan as specified in Section 7.5 containing Issuer, which notice shall contain the following information: (i) the name, address and nationality of such Beneficial Owner and all other persons by whom or on whose behalf such Shares have been acquired or are held; the number of American Depositary Shares and total Shares (including American Depositary Shares) beneficially owned directly or indirectly by such Beneficial Owner immediately before and immediately after the event requiring notification; the names and addresses of any persons other than the Depositary, the Custodian, or either of their nominees, through whom such beneficially owned Shares are held, or in whose name such Shares are registered in the Issuer’s transfer book's share register, and the respective numbers of Shares beneficially held through each such person; the date or dates of acquisition of the beneficial interest in such Shares; and the number of any Shares; and the number of any Shares in which such Beneficial Owner has the right to acquire directly or indirectly beneficial ownership and material information as to such right(s) of acquisition; and (ii) the names, addresses and nationalities of any persons with whom such Beneficial Owner is acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding, voting or disposing of a beneficial interest in Shares; and the number of Shares being acquired, held, voted or disposed of as a result of such association (being the total number held by such group). Any Beneficial Owner of more than five percent (5%) 10% or of all outstanding Shares shall promptly notify the Issuer as provided above of any material change in the information previously notified, including, without limitation, a change of more than one (1%) in the percentage of total Shares to which the beneficial ownership relates. As used herein, the term "Beneficial Owners" of Shares means a person who, directly or indirectly, through any contract, trust arrangement, understanding, relationship, or otherwise, has an interest in any Shares (other than the Depositary, Custodian or any of their nominees) which underlie any American Depositary Shares issued hereunder (including having the right to exercise or control the exercise of any right conferred by the holding of such Shares or the power to vote or to direct voting or the power to dispose or to direct disposition) and includes any owner of an American Depositary Share hereunder. (b) Without prejudice to the requirements of applicable law and the provisions of the Issuer’s Articles of Incorporation, any Beneficial Owner of Shares shall, if so requested in writing by the Issuer, provide such information with respect to the beneficial ownership of Shares (including not only Shares underlying American Depositary Shares, but also any other Shares in which such Beneficial Owner has an interest) by such Beneficial Owner as is requested by the Issuer. Such Beneficial Owner shall provide such information to the Issuer in writing the time specified by the Issuer.

Appears in 1 contract

Samples: Deposit Agreement (Kabuskiki Kaisha Jyupitaterekomu)

Disclosure of Beneficial Ownership. (a) Without prejudice to the requirements of applicable law concerning disclosure of beneficial ownership of Shares, any Beneficial Owner (as defined below) of American Depositary Shares who becomes, or ceases to be, directly or indirectly the Beneficial Owner of more than five percent (5%) of all outstanding Shares (whether such interest is held in whole or in part through Receipts) shall, within five (5) days (excluding Saturdays, Sundays and legal holidays in any part of Japan) following such event, send written notice to the Issuer Company at its head office in Japan as specified in Section 7.5 containing the following information: (i) the name, address and nationality of such Beneficial Owner and all other persons by whom or on whose behalf such Shares have been acquired or are held; the number of American Depositary Shares and total Shares (including American Depositary Shares) beneficially owned directly or indirectly by such Beneficial Owner immediately before and immediately after the event requiring notification; the names and addresses of any persons other than the Depositary, the Custodian, or either of their nominees, through whom such beneficially owned Shares are held, or in whose name such Shares are registered in the IssuerCompany’s transfer book, and the respective numbers of Shares beneficially held through each such person; the date or dates of acquisition of the beneficial interest in such Shares; and the number of any Shares; and the number of any Shares in which such Beneficial Owner has the right to acquire directly or indirectly beneficial ownership and material information as to such right(s) of acquisition; and (ii) the names, addresses and nationalities of any persons with whom such Beneficial Owner is acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding, voting or disposing of a beneficial interest in Shares; and the number of Shares being acquired, held, voted or disposed of as a result of such association (being the total number held by such group). Any Beneficial Owner of more than five percent (5%) of all outstanding Shares shall promptly notify the Issuer Company as provided above of any material change in the information previously notified, including, without limitation, a change of more than one (1%) in the percentage of total Shares to which the beneficial ownership relates. As used herein, the term "Beneficial Owners" of Shares means a person who, directly or indirectly, through any contract, trust arrangement, understanding, relationship, or otherwise, has an interest in any Shares (other than the Depositary, Custodian or any of their nominees) which underlie any American Depositary Shares issued hereunder (including having the right to exercise or control the exercise of any right conferred by the holding of such Shares or the power to vote or to direct voting or the power to dispose or to direct disposition) and includes any owner of an American Depositary Share hereunder. (ba) Without prejudice to the requirements of applicable law and the provisions of the IssuerCompany’s Articles of Incorporation, any Beneficial Owner of Shares shall, if so requested in writing by the IssuerCompany, provide such information with respect to the beneficial ownership of Shares (including not only Shares underlying American Depositary Shares, but also any other Shares in which such Beneficial Owner has an interest) by such Beneficial Owner as is requested by the IssuerCompany. Such Beneficial Owner shall provide such information to the Issuer Company in writing within the time specified by the IssuerCompany. Copies of such request and response shall be contemporaneously sent to the Depositary at its Corporate Trust Office. The Depositary agrees to use reasonable efforts to comply with reasonable and practicable written instructions received from the Issuer requesting that the Depositary forward any such requests to the Owners and to forward to the Issuer the responses to such requests received by the Depositary, if that disclosure is permitted under the applicable law.

Appears in 1 contract

Samples: Deposit Agreement (Acom Co LTD /Fi)

Disclosure of Beneficial Ownership. (a) Without prejudice to the requirements of applicable law concerning disclosure of beneficial ownership of Shares, any Beneficial Owner (as defined below) of American Depositary Shares who becomes, or ceases to be, directly or indirectly the Beneficial Owner of more than five percent (5%) of all outstanding Shares (whether such interest is held in whole or in part through Receipts) shall, within five (5) days (excluding Saturdays, Sundays and legal holidays in any part of Japan) following such event, send written notice to the Issuer Company at its head office in Japan as specified in Section 7.5 containing the following information: : (i) the name, address and nationality of such Beneficial Owner and all other persons by whom or on whose behalf such Shares have been acquired or are held; the number of American Depositary Shares and total Shares (including American Depositary Shares) beneficially owned directly or indirectly by such Beneficial Owner immediately before and immediately after the event requiring notification; the names and addresses of any persons other than the Depositary, the Custodian, or either of their nominees, through whom such beneficially owned Shares are held, or in whose name such Shares are registered in the Issuer’s Companys transfer book, and the respective numbers of Shares beneficially held through each such person; the date or dates of acquisition of the beneficial interest in such Shares; and the number of any Shares; and the number of any Shares in which such Beneficial Owner has the right to acquire directly or indirectly beneficial ownership and material information as to such right(s) of acquisition; and and (ii) the names, addresses and nationalities of any persons with whom such Beneficial Owner is acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding, voting or disposing of a beneficial interest in Shares; and the number of Shares being acquired, held, voted or disposed of as a result of such association (being the total number held by such group). Any Beneficial Owner of more than five percent (5%) of all outstanding Shares shall promptly notify the Issuer Company as provided above of any material change in the information previously notified, including, without limitation, a change of more than one (1%) in the percentage of total Shares to which the beneficial ownership relates. As used herein, the term "Beneficial Owners" Owners of Shares means a person who, directly or indirectly, through any contract, trust arrangement, understanding, relationship, or otherwise, has an interest in any Shares (other than the Depositary, Custodian or any of their nominees) which underlie any American Depositary Shares issued hereunder (including having the right to exercise or control the exercise of any right conferred by the holding of such Shares or the power to vote or to direct voting or the power to dispose or to direct disposition) and includes any owner of an American Depositary Share hereunder. (b) Without prejudice to the requirements of applicable law and the provisions of the Issuer’s Companys Articles of Incorporation, any Beneficial Owner of Shares shall, if so requested in writing by the IssuerCompany, provide such information with respect to the beneficial ownership of Shares (including not only Shares underlying American Depositary Shares, but also any other Shares in which such Beneficial Owner has an interest) by such Beneficial Owner as is requested by the IssuerCompany. Such Beneficial Owner shall provide such information to the Issuer Company in writing within the time specified by the IssuerCompany. Copies of such request and response shall be contemporaneously sent to the Depositary at its Corporate Trust Office. The Depositary agrees to use reasonable efforts to comply with reasonable and practicable written instructions received from the Company requesting that the Depositary forward any such requests to the Owners and to forward to the Company the responses to such requests received by the Depositary, if that disclosure is permitted under the applicable law. (c) If the Company notifies the Depositary in writing that a particular Beneficial Owner has not complied with subsections (a) or (b), the Depositary agrees to use reasonable efforts to comply with reasonable and practicable written instructions of the Issuer to not vote or cause to be voted any Shares held by it or any Custodian as to which such Beneficial Owner of such Shares shall have failed to comply with the provisions of subsections (a) or (b) above.

Appears in 1 contract

Samples: Deposit Agreement (Acom Co LTD /Fi)

Disclosure of Beneficial Ownership. (a) Without prejudice to the requirements of applicable law concerning disclosure of beneficial ownership of Sharesshares of Stock, any Beneficial Owner (as defined below) of American Depositary Shares who becomes, or ceases to be, directly or indirectly the Beneficial Owner of more than five percent (5%) % of all outstanding Shares shares of Stock (whether such interest is held in whole or only in part through American Depositary Receipts) shall, within five (5) days (excluding Saturdays, Sundays and legal holidays in any part of Japan) following such event, send written notice to the Issuer Depositary at the Depositary's Office and to the Company at its head principal office in Japan as specified in Section 7.5 currently at 1-1, 2-chome, Minami-Aoyama, Minato-ku, Tokyo 000 Xxxxx containing the following information: (i) the name, address and nationality of such Beneficial Owner and all other persons by whom or on whose behalf such Shares shares of Stock have been acquired or are held; the number of American Depositary Shares and total Shares shares of Stock and total shares of Stock equivalents (as defined below) (including American Depositary Shares) forming the basis of the said 5% beneficial ownership beneficially owned directly or indirectly by such Beneficial Owner (“beneficially owned shares”) immediately before and immediately after the event requiring notification; the names and addresses of any persons other than the Depositary, the Custodian, or either of their nominees, through whom such beneficially owned Shares shares are held, or in whose name such Shares beneficially owned shares are registered in the IssuerCompany’s transfer bookshare register, and the respective numbers of Shares beneficially owned shares held through each such person; the date or dates of acquisition of the beneficial interest in such Shares; beneficially owned shares, and the number of any Shares; and the number of any Shares beneficially owned shares in which such Beneficial Owner has the right to acquire directly or indirectly beneficial ownership and material information as to such right(s) of acquisition; and (ii) the namesname, addresses and nationalities of any persons person with whom such Beneficial Owner is acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding, voting or disposing of a beneficial interest in Sharesbeneficially owned shares; and the number of Shares beneficially owned shares being acquired, held, voted or disposed of as a result of such association (being the total number held by such group). Any Beneficial Owner of more than five percent (5%) % of all outstanding Shares shares of Stock shall promptly notify the Issuer Depositary and the Company as provided above of any material change in the information information, previously notified, including, without limitation, a change of 1% or more than one (1%) in the percentage of total Shares shares of Stock to which the beneficial ownership relates. As used herein, the term "Beneficial Owners" of Shares means a person who, directly or indirectly, through any contract, trust arrangement, understanding, relationship, or otherwise, has an interest in any Shares (other than the Depositary, Custodian or any of their nominees) which underlie any American Depositary Shares issued hereunder (including having the right to exercise or control the exercise of any right conferred by the holding of such Shares or the power to vote or to direct voting or the power to dispose or to direct disposition) and includes any owner of an American Depositary Share hereunder. (b) Without prejudice to the requirements of applicable law and the provisions of the Issuer’s Articles of Incorporation, any Beneficial Owner of Shares shall, if so requested in writing by the Issuer, provide such information with respect to the beneficial ownership of Shares (including not only Shares underlying American Depositary Shares, but also any other Shares in which such Beneficial Owner has an interest) by such Beneficial Owner as is requested by the Issuer. Such Beneficial Owner shall provide such information to the Issuer in writing the time specified by the Issuer.

Appears in 1 contract

Samples: Deposit Agreement (Honda Motor Co LTD)

Disclosure of Beneficial Ownership. (a) Without prejudice to the requirements of applicable law concerning disclosure of beneficial ownership of Shares, any Beneficial Owner (as defined below) of American Depositary Shares who becomes, or ceases to be, directly or indirectly the Beneficial Owner of more than five percent (5%) % of all outstanding Shares (whether such interest is held in whole or only in part through Receipts) shall, within five (5) days (excluding Saturdays, Sundays and legal holidays in any part of Japan) following such event, send written notice to the Depositary at its Corporate Trust Office and to the Issuer at its head registered office in Japan as specified in Section 7.5 containing the following information: (i) the name, address and nationality of such Beneficial Owner and all other persons by whom or on whose behalf such Shares have been acquired or are held; the number of American Depositary Shares and total Shares (including American Depositary Shares) beneficially owned directly or indirectly by such Beneficial Owner immediately before and immediately after the event requiring notification; the names and addresses of any persons other than the Depositary, the Custodian, or either of their nominees, through whom such beneficially owned Shares are held, or in whose name such Shares are registered in the Issuer’s transfer book's share register, and the respective numbers of Shares beneficially held through each such person; the date or dates of acquisition of the beneficial interest in such Shares; and the number of any Shares; and the number of any Shares in which such Beneficial Owner has the right to acquire directly or indirectly beneficial ownership and material information as to such right(s) of acquisition; and (ii) the names, addresses and nationalities of any persons with whom such Beneficial Owner is acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding, voting or disposing of a beneficial interest in Shares; and the number of Shares being acquired, held, voted or disposed of as a result of such association (being the total number held by such group). Any Beneficial Owner of more than five percent (5%) % of all outstanding Shares shall promptly notify the Depositary and the Issuer as provided above of any material change in the information previously notified, including, without limitation, a change of more than one (1%) % in the percentage of total Shares to which the beneficial ownership relates. As used herein, the term "Beneficial OwnersOwner" of Shares means a person who, directly or indirectly, through any contract, trust trust, arrangement, understanding, relationship, or otherwise, has an interest in any Shares (other than the Depositary, Custodian or any of their nominees) which underlie any American Depositary Shares issued hereunder (including having the right to exercise or control the exercise of any right conferred by the holding of such Shares or the power to vote or to direct voting or the power to dispose or to direct disposition) ), and includes any owner Owner of an American Depositary Share hereunder. (b) Without prejudice to the requirements of applicable law and the provisions of the Issuer’s 's Articles of Incorporation, any Beneficial Owner of Shares shall, if so requested in writing by the Issuer, provide such information with respect to the beneficial ownership of Shares (including not only Shares underlying American Depositary Shares, but also any other Shares in which such Beneficial Owner has an interest) by such Beneficial Owner as is requested by the Issuer. Such Beneficial Owner shall provide such information to the Issuer in writing within the time specified by the Issuer. Copies of any such request and response shall be contemporaneously sent to the Depositary at its Corporate Trust Office. (c) If the Issuer notifies the Depositary in writing that a particular Beneficial Owner has not complied with subsections (a) or (b), the Depositary shall not vote or cause to be voted any Shares held by it or any Custodian as to which such Beneficial Owner of such Shares shall have failed to comply with the provisions of subsections (a) or (b) above.

Appears in 1 contract

Samples: Deposit Agreement (Minebea Co LTD /Fi)

Disclosure of Beneficial Ownership. (a) Without prejudice to the requirements of applicable law concerning disclosure of beneficial ownership of Sharesshares of Stock, any Beneficial Owner (as defined below) of American Depositary Shares ADSs who becomes, or ceases to be, directly or indirectly indirectly, the Beneficial Owner of more than five percent (5%) % of all outstanding Shares shares of Stock (whether such interest is held in whole or only in part through ReceiptsADRs) shall, within five (5) days (excluding Saturdays, Sundays and legal holidays in any part of Japan) following such event, send written notice to the Issuer Depositary at its head Transfer Office and to the Company at its principal office in Japan as specified in Section 7.5 at 00-0, Xxxxxxxxxxx 0-xxxxx, Xxxx-xx, Xxxxx 000, Xxxxx containing the following information: (i) the name, address and nationality of such Beneficial Owner and all other persons by whom or on whose behalf such Shares shares of Stock have been acquired or are held; the number of American Depositary Shares ADSs and total Shares shares of Stock (including American Depositary SharesADSs) beneficially owned owned, directly or indirectly indirectly, by such Beneficial Owner immediately before and immediately after the event requiring notification; the names and addresses of any persons other than the Depositary, the Custodian, or either of their nominees, through whom such beneficially owned Shares shares of Stock are held, or in whose name such Shares shares of Stock are registered in the Issuer’s transfer bookCompany's share register, and the respective numbers of Shares shares of Stock beneficially held through each such person; the date or dates of acquisition of the beneficial interest in such Sharesshares of Stock; and the number of any Shares; and the number shares of any Shares Stock in which such Beneficial Owner has the right to acquire acquire, directly or indirectly indirectly, beneficial ownership and material information as to such right(s) of acquisition; and (ii) the names, addresses and nationalities of any persons with whom such Beneficial Owner is acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding, voting or disposing of a beneficial interest in Sharesshares of Stock; and the number of Shares shares of Stock being acquired, held, voted or disposed of as a result of such association (being the total number held by such group). Any Beneficial Owner of more than five percent (5%) % of all outstanding Shares shares of Stock shall promptly notify the Issuer Depositary and the Company as provided above of any material change in the information previously notified, including, without limitation, a change of more than one (1%) in % of the percentage of total Shares shares of Stock to which the beneficial ownership relates. As used herein, the term "Beneficial OwnersOwner" of Shares shares of Stock means a person who, directly or indirectly, through any contract, trust trust, arrangement, understanding, relationship, or otherwise, has an interest in any Shares (other than the Depositaryshares of Stock, Custodian or including any shares of their nominees) Stock which underlie any American Depositary Shares ADS issued hereunder (including having the right to exercise or control the exercise of any right conferred by the holding of such Shares shares of Stock or the power to vote or to direct voting or the power to dispose or to direct disposition) ), and includes any owner Holder of an American Depositary Share hereunderADS. (b) Without prejudice to the requirements of applicable law and the provisions of the Issuer’s Company's Articles of Incorporation, any Beneficial Owner of Shares shares of Stock shall, if so requested in writing by the IssuerCompany, provide such information with respect to the beneficial ownership of Shares shares of Stock (including not only Shares shares of Stock underlying American Depositary SharesADSs, but also any other Shares shares of Stock in which such Beneficial Owner has an interestinterest and including any security convertible into, exchangeable for or exercisable for shares of Stock) by such Beneficial Owner as is requested by the IssuerCompany. Such Beneficial Owner shall provide such information to the Issuer Company in writing within the time specified by the IssuerCompany. Copies of any such request and responses shall be contemporaneously sent to the Depositary at its Transfer Office. (c) If the Company notifies the Depositary in writing that a particular Beneficial Owner has not complied with subsections (a) or (b) above, the Depositary shall use reasonable efforts not to vote or cause to be voted any shares of Stock held by it or any Custodian as to which such Beneficial Owner of such shares of Stock shall have failed to comply with the provisions of subsections (a) or (b) above but only to the extent that such Beneficial Owner is the Beneficial Owner of an ADR or ADRs.

Appears in 1 contract

Samples: Deposit Agreement (Canon Inc)

Disclosure of Beneficial Ownership. (a) Without prejudice to the requirements of applicable law concerning disclosure of beneficial ownership of Shares, any Beneficial Owner (as defined below) of American Depositary Shares who becomes, or ceases to be, directly or indirectly the Beneficial Owner of more than five percent (5%) % of all outstanding Shares (whether such interest is held in whole or only in part through Receipts) shall, within five (5) days (excluding Saturdays, Sundays and legal holidays in any part of Japan) following such event, send written notice to the Issuer Depositary at its head Corporate Trust Office and to the Company at its registered office in Japan as specified in Section 7.5 containing the following information: (ia) the name, address and nationality of such Beneficial Owner and all other persons by whom or on whose behalf such Shares have been acquired or are held; the number of American Depositary Shares and total Shares (including American Depositary Shares) beneficially owned directly or indirectly by such Beneficial Owner immediately before and immediately after the event requiring notification; the names and addresses of any persons other than the Depositary, the Custodian, or either of their nominees, through whom such beneficially owned Shares are held, or in whose name such Shares are registered in the Issuer’s transfer bookCompany's share register, and the respective numbers of Shares beneficially held through each such person; the date or dates of acquisition of the beneficial interest in such Shares; and the number of any Shares; and the number of any Shares in which such Beneficial Owner has the right to acquire directly or indirectly beneficial ownership and material information as to such right(s) of acquisition; and (iib) the names, addresses and nationalities of any persons with whom such Beneficial Owner is acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding, voting or disposing of a beneficial interest in Shares; and the number of Shares being acquired, held, voted or disposed of as a result of such association (being the total number held by such group). Any Beneficial Owner of more than five percent (5%) % of all outstanding Shares shall promptly notify the Issuer Depositary and the Company as provided above of any material change in the information previously notified, including, without limitation, a change of more than one (1%) % in the percentage of total Shares to which the beneficial ownership relates. As used herein, the term "Beneficial Owners" of Shares means a person who, directly or indirectly, through any contract, trust arrangement, understanding, relationship, or otherwise, has an interest in any Shares (other than the Depositary, Custodian or any of their nominees) which underlie any American Depositary Shares issued hereunder (including having the right to exercise or control the exercise of any right conferred by the holding of such Shares or the power to vote or to direct voting or the power to dispose or to direct disposition) and includes any owner of an American Depositary Share hereunder. (b) Without prejudice to the requirements of applicable law and the provisions of the Issuer’s Articles of Incorporation, any Beneficial Owner of Shares shall, if so requested in writing by the Issuer, provide such information with respect to the beneficial ownership of Shares (including not only Shares underlying American Depositary Shares, but also any other Shares in which such Beneficial Owner has an interest) by such Beneficial Owner as is requested by the Issuer. Such Beneficial Owner shall provide such information to the Issuer in writing the time specified by the Issuer.

Appears in 1 contract

Samples: American Depositary Receipt (Minebea Mitsumi Inc./Adr)

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