Disclosure of Beneficial Ownership. Notwithstanding any other provision of the Deposit Agreement to the contrary each Owner and Beneficial Owner of a Receipt agrees to provide such information as the Company may request in a disclosure notice a Disclosure Notice given pursuant to the United Kingdom Companies Act 1985 as amended from time to time and including any statutory modification or reenactment thereof the Companies Act or the Companys Memorandum and Articles of Association. Each Owner and Beneficial Owner of a Receipt acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the noncomplying Owner or Beneficial Owner is or was or appears to be or has been interested as provided in the Companies Act and the Companys Memorandum and Articles of Association including without limitation the withdrawal of voting rights or in certain circumstances in relation to the noncomplying Owner the withholding of any payments including dividends and payments of a capital nature in respect of the Shares represented by such American Depositary Shares voiding any transfers of the Shares represented by such American Depositary Shares prohibiting the issuance of additional shares by way of rights or bonus entitlement in respect of the Shares represented by such American Depositary Shares and the nullification of any agreement to effect any of the acts subject to the restrictions by virtue of the sanctions. In addition each Owner and Beneficial Owner of a Receipt agrees to comply with the provisions of the Companies Act with regard to the notification to the Company of interests in Shares which currently provide inter alia that any holder of Receipts or other person who is or becomes directly or indirectly interested within the meaning of the Companies Act in 3% or more of the outstanding Shares or is aware that another person for whom it holds such Receipts or owns such interest in American Depositary Shares is so interested must within two United Kingdom business days after becoming so interested or so aware and thereafter in certain circumstances upon any change of at least one percent 1% of the outstanding Shares notify the Company as required by the Companies Act. Each Owner and Beneficial Owner of a Receipt acknowledges that it understands that failure to comply with the Companies Act in this regard may similarly result in the imposition of the sanctions described in the first paragraph of this Article 23. In the event that the Company determines that there has been a failure to comply with a Disclosure Notice with respect to any Deposited Securities and that sanctions are to be imposed against such Deposited Securities pursuant to the Companies Act by a court of competent jurisdiction or the Companys Memorandum and Articles of Association by the Company the Company shall so notify the Depositary giving full details thereof and shall instruct the Depositary in writing as to the application of such sanctions to the Deposited Securities. Except as prohibited by applicable law the Depositary agrees to use reasonable efforts to comply with any such instructions requesting that the Depositary take the reasonable and feasible actions specified therein to apply such sanctions. If the Company requests information from the Depositary or the Custodian as the registered holders of Shares pursuant to the Companys Memorandum and Articles of Association or the Companies Act the Depositary agrees to use and to cause the Custodian to use reasonable efforts to comply with any reasonable instructions received from the Company requesting the Depositary to take the reasonable actions specified therein to obtain such information.
Appears in 1 contract
Disclosure of Beneficial Ownership. Notwithstanding any other provision of the Deposit Agreement to the contrary or this ADR, each Owner Holder and Beneficial Owner of a Receipt agrees to comply with requests from the Company pursuant to the laws of The United Kingdom, the rules of the London Stock Exchange and any other stock exchange on which the Shares are, or will be, registered, traded or listed or the Memorandum and Articles of Association of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder and Beneficial Owner owns ADSs (and Shares as the case may be) and regarding the identity of any other person interested in such ADSs and the nature of such interest, whether or not they are Holders at the time of such request. The Depositary agrees to use its reasonable efforts to comply, at the Company’s expense, with written instructions received from the Company requesting that the Depositary forward any such request from the Company to the Holder and to forward to the Company any such responses to such requests received by the Depositary. Each Holder or Beneficial Owner agrees that such Holder or Beneficial Owner, (i) is bound by and subject to the Articles of Association of the Company as if such Holder were a registered holder of Shares and (ii) will provide such information within the prescribed period as the Company may request in a disclosure notice a (“Disclosure Notice Notice”) given pursuant to the any applicable provision of United Kingdom Companies Act 1985 as amended from time to time and including any statutory modification or reenactment thereof the Companies Act law or the Companys Memorandum and Articles of AssociationAssociation of the Company. Each Owner Holder and Beneficial Owner of a Receipt further acknowledges that it understands that failure by such Holder or Beneficial Owner to comply with provide on a timely basis the information required in any Disclosure Notice may result in the imposition withholding of sanctions against the holder of the Shares certain rights in respect of which the noncomplying Owner such Holder’s or Beneficial Owner is Owner’s American Depositary Shares including, without limitation, voting rights, the right to receive dividends or was or appears to be or has been interested as provided in the Companies Act other payments and the Companys Memorandum and Articles rights of Association including without limitation the withdrawal of voting rights or in certain circumstances in relation to the noncomplying Owner the withholding of any payments including dividends and payments of a capital nature free transferability in respect of the Shares represented by such American Depositary Shares voiding any transfers of the Shares represented by such American Depositary Shares prohibiting the issuance of additional shares by way of rights or bonus entitlement in respect of the Shares represented by such American Depositary Shares and the nullification of any agreement to effect any of the acts subject to the restrictions by virtue of the sanctionsShares. In addition each Owner Each Holder and Beneficial Owner of a Receipt agrees to comply with the all applicable provisions of United Kingdom law and the Companies Act Articles of Association of the Company with regard to the notification to the Company of interests such Holder’s or Beneficial Owner’s interest in Shares, including any provision requiring such Holder to disclose within a prescribed period an interest in Shares which currently provide inter alia that equal to or in excess of three percent (3%) of such Shares outstanding or such other percentage as may be required from time to time pursuant to any holder provision of Receipts or other person who is or becomes directly or indirectly interested within the meaning of the Companies Act in 3% or more of the outstanding Shares or is aware that another person for whom it holds such Receipts or owns such interest in American Depositary Shares is so interested must within two United Kingdom business days after becoming so interested or so aware and thereafter in certain circumstances upon any change of at least one percent 1% of the outstanding Shares notify the Company as required by the Companies Act. Each Owner and Beneficial Owner of a Receipt acknowledges that it understands that failure to comply with the Companies Act in this regard may similarly result in the imposition of the sanctions described in the first paragraph of this Article 23. In the event that the Company determines that there has been a failure to comply with a Disclosure Notice with respect to any Deposited Securities and that sanctions are to be imposed against such Deposited Securities pursuant to the Companies Act by a court of competent jurisdiction law or the Companys Memorandum and Articles of Association by of the Company the Company shall so notify the Depositary giving full details thereof and shall instruct the Depositary in writing as to the application of such sanctions to the Deposited Securities. Except as prohibited by applicable law the Depositary agrees to use reasonable efforts to comply with any such instructions requesting that the Depositary take the reasonable and feasible actions specified therein to apply such sanctions. If the Company requests information from the Depositary or the Custodian as the registered holders of Shares pursuant to the Companys Memorandum and Articles of Association or the Companies Act the Depositary agrees to use and to cause the Custodian to use reasonable efforts to comply with any reasonable instructions received from the Company requesting the Depositary to take the reasonable actions specified therein to obtain such informationCompany.
Appears in 1 contract
Samples: Deposit Agreement (WPP Group PLC)
Disclosure of Beneficial Ownership. Notwithstanding any other provision of this Deposit Agreement, the Deposit Agreement to Articles of Association and Bylaws of the contrary Company and applicable law, each Owner and Beneficial Owner of a Receipt agrees to (a) provide such information as the Company or the Depositary may request in a disclosure notice a Disclosure Notice given pursuant to law (including, without limitation, relevant Hong Kong law and any applicable law of the United Kingdom Companies Act 1985 States), the Articles of Association and Bylaws of the Company, any resolutions of the Company’s Board of Directors adopted pursuant to such Articles of Association and Bylaws, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred, and (b) be bound by and subject to applicable provisions of the laws of Hong Kong, the Articles of Association and Bylaws of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as amended if such Owner and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Owners or Beneficial Owners at the time such request is made. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s expense (limited to Depositary’s out of pocket expense), any such request from the Company to the Owners and to forward to the Company any such responses to such requests received by the Depositary. The Depositary agrees that it shall cooperate with the Company in to enable the Company to enforce the provisions of the Hong Kong Securities and Futures Ordinance (as may from time to time be amended, modified or re-enacted)(the “Ordinance”) and any other legislation or regulations of Hong Kong from time to time relating to disclosure of interests in Deposited Securities, other Shares and other securities, including any statutory modification or reenactment thereof sanctions that the Companies Act or the Companys Memorandum and Articles of Association. Each Owner and Beneficial Owner of a Receipt acknowledges that it understands that failure to comply with a Disclosure Notice Company may result invoke in the imposition of sanctions against the holder of the Shares in respect of which the noncomplying event an Owner or Beneficial Owner is fails to provide certain requested information concerning interests in Receipts or was or appears Deposited Securities. Such sanctions may include limitations on the transfer of such Shares. Owners and Beneficial Owners agree to be or has been interested as provided in abide by the Companies Act and the Companys Memorandum and Articles of Association including without limitation the withdrawal of voting rights or in certain circumstances in relation to the noncomplying Owner the withholding of any payments including dividends and payments of a capital nature in respect of the Shares represented by such American Depositary Shares voiding any transfers of the Shares represented by such American Depositary Shares prohibiting the issuance of additional shares by way of rights or bonus entitlement in respect of the Shares represented by such American Depositary Shares and the nullification of any agreement to effect any of the acts subject to the restrictions by virtue of the Company’s sanctions. In addition each Other than notifying the Owner and Beneficial Owner of a Receipt agrees to comply with the provisions of the Companies Act with regard to the notification to the Company of interests in Shares which currently provide inter alia that any holder of Receipts or other person who is or becomes directly or indirectly interested within the meaning of the Companies Act in 3% or more of the outstanding Shares or is aware that another person for whom it holds such Receipts or owns such interest in American Depositary Shares is so interested must within two United Kingdom business days after becoming so interested or so aware and thereafter in certain circumstances upon any change of at least one percent 1% of the outstanding Shares notify the Company as required by the Companies Act. Each Owner and Beneficial Owner of a Receipt acknowledges that it understands that failure to comply with the Companies Act in this regard may similarly result in the imposition of the sanctions described in the first paragraph of this Article 23. In the event that the Company determines that there has been a failure to comply with a Disclosure Notice with respect to any Deposited Securities and that sanctions are to be imposed against such Deposited Securities pursuant to the Companies Act by a court of competent jurisdiction or the Companys Memorandum and Articles of Association by the Company the Company shall so notify Company, the Depositary giving full details thereof and shall instruct the Depositary in writing as have no obligation to the application of such sanctions to the Deposited Securities. Except as prohibited by applicable law the Depositary agrees to use reasonable efforts to comply with enforce any such instructions requesting that the Depositary take the reasonable and feasible actions specified therein to apply such sanctions. If the Company requests information from the Depositary or the Custodian as the registered holders of Shares pursuant to the Companys Memorandum and Articles of Association or the Companies Act the Depositary agrees to use and to cause the Custodian to use reasonable efforts to comply with any reasonable instructions received from the Company requesting the Depositary to take the reasonable actions specified therein to obtain such information.
Appears in 1 contract
Samples: Deposit Agreement (New World Development Co LTD /Fi)
Disclosure of Beneficial Ownership. Notwithstanding any other provision of the Deposit Agreement to the contrary each Owner and Beneficial Owner of a Receipt agrees to provide such information as the The Company may request in a disclosure notice a Disclosure Notice given pursuant to the United Kingdom Companies Act 1985 as amended from time to time request Owners to provide information (a) as to the capacity in which such Owners own or owned Receipts, (b) regarding the identity of any other persons then or previously interested in such Receipts and including any statutory modification or reenactment thereof (c) the Companies Act or the Companys Memorandum nature of such interest and Articles of Associationvarious other matters. Each Owner and Beneficial Owner of a Receipt acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the noncomplying Owner or Beneficial Owner is or was or appears to be or has been interested as provided in the Companies Act and the Companys Memorandum and Articles of Association including without limitation the withdrawal of voting rights or in certain circumstances in relation to the noncomplying Owner the withholding of any payments including dividends and payments of a capital nature in respect of the Shares represented by such American Depositary Shares voiding any transfers of the Shares represented by such American Depositary Shares prohibiting the issuance of additional shares by way of rights or bonus entitlement in respect of the Shares represented by such American Depositary Shares and the nullification of any agreement to effect any of the acts subject to the restrictions by virtue of the sanctions. In addition each Owner and Beneficial Owner of a Receipt agrees to comply with the provisions of the Companies Act with regard to the notification to the Company of interests in Shares which currently provide inter alia that any holder of Receipts or other person who is or becomes directly or indirectly interested within the meaning of the Companies Act in 3% or more of the outstanding Shares or is aware that another person for whom it holds such Receipts or owns such interest in American Depositary Shares is so interested must within two United Kingdom business days after becoming so interested or so aware and thereafter in certain circumstances upon any change of at least one percent 1% of the outstanding Shares notify the Company as required by the Companies Act. Each Owner and Beneficial Owner of a Receipt acknowledges that it understands that failure to comply with the Companies Act in this regard may similarly result in the imposition of the sanctions described in the first paragraph of this Article 23. In the event that the Company determines that there has been a failure to comply with a Disclosure Notice with respect to any Deposited Securities and that sanctions are to be imposed against such Deposited Securities pursuant to the Companies Act by a court of competent jurisdiction or the Companys Memorandum and Articles of Association information requested by the Company the Company shall so notify or the Depositary giving full details thereof and shall instruct the Depositary in writing as pursuant to the application of such sanctions to the Deposited Securities. Except as prohibited by applicable law the this Section 3.04.. The Depositary agrees to use reasonable efforts to comply with any such instructions requesting that the Depositary take the reasonable and feasible actions specified therein to apply such sanctions. If the Company requests information from the Depositary or the Custodian as the registered holders of Shares pursuant to the Companys Memorandum and Articles of Association or the Companies Act the Depositary agrees to use and to cause the Custodian to use reasonable efforts to comply with any reasonable written instructions received from the Company requesting that the Depositary forward any such requests to take the reasonable actions specified therein Owners and to obtain forward to the Company any responses to such informationrequests received by the Depositary. The Depositary further agrees that it shall cooperate with the Company in enforcing the provisions of the Hong Kong Securities (Disclosure of Interests)and Futures Ordinance and any other legislation or regulations of Hong Kong from time to time relating to disclosure of interests, including sanctions that the Company may invoke in the event an Owner fails to provide certain requested information concerning interests in Receipts or Deposited Securities. Such sanctions may include limitations on the transfer of such Deposited Securities. An Owner also may have a duty under the Hong Kong Securities (Disclosure of Interests)and Futures Ordinance to notify the Company and The Stock Exchange of Hong Kong Limited if such Owner becomes aware that its interest (which term is broadly defined under such Ordinance) in Deposited Securities evidenced by Receipts together with any other interests of such Owner in Deposited Securities is the equivalent of 105% or more of the issued share capital of the Company. Under the Hong Kong Securities (Disclosure of Interests)and Futures Ordinance, such Owner may be required to further notify the Company and The Stock Exchange of Hong Kong Limited in the event such Owner’s interest changes by such percentage as would cross a whole percentage point or such Owner ceases to have an interest in 105% or more of the securities of the Company. The Depositary is advised that under the Securities (Disclosure of Interests)and Futures Ordinance as currently in effect, the change of a whole percentage point is calculated by rounding down the percentage to the nearest whole number. Thus, for example, if an interest increased from 10.95.9% to 11.16.1%, the Depositary is advised that there may be a duty to give notice of the change, but not if it were an increase from 11.16.1% to 11.96.9%.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
Disclosure of Beneficial Ownership. Notwithstanding any other provision of the Deposit Agreement to the contrary or this ADR, each Owner Holder and Beneficial Owner of a Receipt agrees to comply with requests from the Company pursuant to the laws of The United Kingdom, the rules of the London Stock Exchange and any other stock exchange on which the Shares are, or will be, registered, traded or listed or the Memorandum and Articles of Association of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder and Beneficial Owner owns ADSs (and Shares as the case may be) and regarding the identity of any other person interested in such ADSs and the nature of such interest, whether or not they are Holders at the time of such request. The Depositary agrees to use its reasonable efforts to comply, at the Company's expense, with written instructions received from the Company requesting that the Depositary forward any such request from the Company to the Holder and to forward to the Company any such responses to such requests received by the Depositary. Each Holder or Beneficial Owner agrees that such Holder or Beneficial Owner, (i) is bound by and subject to the Articles of Association of the Company as if such Holder were a registered holder of Shares and (ii) will provide such information within the prescribed period as the Company may request in a disclosure notice a ("Disclosure Notice Notice") given pursuant to the any applicable provision of United Kingdom Companies Act 1985 as amended from time to time and including any statutory modification or reenactment thereof the Companies Act law or the Companys Memorandum and Articles of AssociationAssociation of the Company. Each Owner Holder and Beneficial Owner of a Receipt further acknowledges that it understands that failure by such Holder or Beneficial Owner to comply with provide on a timely basis the information required in any Disclosure Notice may result in the imposition withholding of sanctions against the holder of the Shares certain rights in respect of which the noncomplying Owner such Holder's or Beneficial Owner is Owner's American Depositary Shares including, without limitation, voting rights, the right to receive dividends or was or appears to be or has been interested as provided in the Companies Act other payments and the Companys Memorandum and Articles rights of Association including without limitation the withdrawal of voting rights or in certain circumstances in relation to the noncomplying Owner the withholding of any payments including dividends and payments of a capital nature free transferability in respect of the Shares represented by such American Depositary Shares voiding any transfers of the Shares represented by such American Depositary Shares prohibiting the issuance of additional shares by way of rights or bonus entitlement in respect of the Shares represented by such American Depositary Shares and the nullification of any agreement to effect any of the acts subject to the restrictions by virtue of the sanctionsShares. In addition each Owner Each Holder and Beneficial Owner of a Receipt agrees to comply with the all applicable provisions of United Kingdom law and the Companies Act Articles of Association of the Company with regard to the notification to the Company of interests such Holder's or Beneficial Owner's interest in Shares, including any provision requiring such Holder to disclose within a prescribed period an interest in Shares which currently provide inter alia that equal to or in excess of three percent (3%) of such Shares outstanding or such other percentage as may be required from time to time pursuant to any holder provision of Receipts or other person who is or becomes directly or indirectly interested within the meaning of the Companies Act in 3% or more of the outstanding Shares or is aware that another person for whom it holds such Receipts or owns such interest in American Depositary Shares is so interested must within two United Kingdom business days after becoming so interested or so aware and thereafter in certain circumstances upon any change of at least one percent 1% of the outstanding Shares notify the Company as required by the Companies Act. Each Owner and Beneficial Owner of a Receipt acknowledges that it understands that failure to comply with the Companies Act in this regard may similarly result in the imposition of the sanctions described in the first paragraph of this Article 23. In the event that the Company determines that there has been a failure to comply with a Disclosure Notice with respect to any Deposited Securities and that sanctions are to be imposed against such Deposited Securities pursuant to the Companies Act by a court of competent jurisdiction law or the Companys Memorandum and Articles of Association by of the Company the Company shall so notify the Depositary giving full details thereof and shall instruct the Depositary in writing as to the application of such sanctions to the Deposited Securities. Except as prohibited by applicable law the Depositary agrees to use reasonable efforts to comply with any such instructions requesting that the Depositary take the reasonable and feasible actions specified therein to apply such sanctions. If the Company requests information from the Depositary or the Custodian as the registered holders of Shares pursuant to the Companys Memorandum and Articles of Association or the Companies Act the Depositary agrees to use and to cause the Custodian to use reasonable efforts to comply with any reasonable instructions received from the Company requesting the Depositary to take the reasonable actions specified therein to obtain such informationCompany.
Appears in 1 contract
Samples: Deposit Agreement (WPP Group PLC)
Disclosure of Beneficial Ownership. Notwithstanding any other provision of the this Deposit Agreement to the contrary Agreement, each Owner Holder and Beneficial Owner of a Receipt agrees to comply with requests from the Company pursuant to the laws of Jersey or The United Kingdom, the rules of the London Stock Exchange and any other stock exchange on which the Shares are, or will be, registered, traded or listed or the Memorandum and Articles of Association of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder and Beneficial Owner owns ADSs (and Shares as the case may be) and regarding the identity of any other person interested in such ADSs and the nature of such interest, whether or not they are Holders at the time of such request. The Depositary agrees to use its reasonable efforts to comply, at the Company's expense, with written instructions received from the Company requesting that the Depositary forward any such request from the Company to the Holder and to forward to the Company any such responses to such requests received by the Depositary. Each Holder or Beneficial Owner agrees that such Holder or Beneficial Owner, (i) is bound by and subject to the Articles of Association of the Company as if such Holder were a registered holder of Shares and (ii) will provide such information within the prescribed period as the Company may request in a disclosure notice a ("Disclosure Notice Notice") given pursuant to the any applicable provision of Jersey or United Kingdom Companies Act 1985 as amended from time to time and including any statutory modification or reenactment thereof the Companies Act law or the Companys Memorandum and Articles of AssociationAssociation of the Company. Each Owner Holder and Beneficial Owner of a Receipt further acknowledges that it understands that failure by such Holder or Beneficial Owner to comply with provide on a timely basis the information required in any Disclosure Notice may result in the imposition withholding of sanctions against the holder of the Shares certain rights in respect of which the noncomplying Owner such Holder's or Beneficial Owner is Owner's American Depositary Shares including, without limitation, voting rights, the right to receive dividends or was or appears to be or has been interested as provided in the Companies Act other payments and the Companys Memorandum and Articles rights of Association including without limitation the withdrawal of voting rights or in certain circumstances in relation to the noncomplying Owner the withholding of any payments including dividends and payments of a capital nature free transferability in respect of the Shares represented by such American Depositary Shares voiding any transfers of the Shares represented by such American Depositary Shares prohibiting the issuance of additional shares by way of rights or bonus entitlement in respect of the Shares represented by such American Depositary Shares and the nullification of any agreement to effect any of the acts subject to the restrictions by virtue of the sanctionsShares. In addition each Owner Each Holder and Beneficial Owner of a Receipt agrees to comply with the all applicable provisions of Jersey and United Kingdom law and the Companies Act Articles of Association of the Company with regard to the notification to the Company of interests such Holder's or Beneficial Owner's interest in Shares, including any provision requiring such Holder to disclose within a prescribed period an interest in Shares which currently provide inter alia that any holder equal to or in excess of Receipts or other person who is or becomes directly or indirectly interested within the meaning of the Companies Act in 3% or more of the outstanding Shares or is aware that another person for whom it holds such Receipts or owns such interest in American Depositary Shares is so interested must within two United Kingdom business days after becoming so interested or so aware and thereafter in certain circumstances upon any change of at least one percent 1% of the outstanding Shares notify the Company as required by the Companies Act. Each Owner and Beneficial Owner of a Receipt acknowledges that it understands that failure to comply with the Companies Act in this regard may similarly result in the imposition of the sanctions described in the first paragraph of this Article 23. In the event that the Company determines that there has been a failure to comply with a Disclosure Notice with respect to any Deposited Securities and that sanctions are to be imposed against such Deposited Securities pursuant to the Companies Act by a court of competent jurisdiction or the Companys Memorandum and Articles of Association by the Company the Company shall so notify the Depositary giving full details thereof and shall instruct the Depositary in writing as to the application of such sanctions to the Deposited Securities. Except as prohibited by applicable law the Depositary agrees to use reasonable efforts to comply with any such instructions requesting that the Depositary take the reasonable and feasible actions specified therein to apply such sanctions. If the Company requests information from the Depositary or the Custodian as the registered holders of Shares pursuant to the Companys Memorandum and Articles of Association or the Companies Act the Depositary agrees to use and to cause the Custodian to use reasonable efforts to comply with any reasonable instructions received from the Company requesting the Depositary to take the reasonable actions specified therein to obtain such information.three percent
Appears in 1 contract
Samples: Deposit Agreement (WPP Group PLC)
Disclosure of Beneficial Ownership. Notwithstanding any other provision of the Deposit Agreement to the contrary each Owner and Beneficial Owner of a Receipt agrees to provide such information as the The Company may request in a disclosure notice a Disclosure Notice given pursuant to the United Kingdom Companies Act 1985 as amended from time to time request Owners to provide information (a) as to the capacity in which such Owners own or owned Receipts, (b) regarding the identity of any other persons then or previously interested in such Receipts and including any statutory modification or reenactment thereof (c) the Companies Act or the Companys Memorandum nature of such interest and Articles of Associationvarious other matters. Each Owner and Beneficial Owner of a Receipt acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the noncomplying Owner or Beneficial Owner is or was or appears to be or has been interested as provided in the Companies Act and the Companys Memorandum and Articles of Association including without limitation the withdrawal of voting rights or in certain circumstances in relation to the noncomplying Owner the withholding of any payments including dividends and payments of a capital nature in respect of the Shares represented by such American Depositary Shares voiding any transfers of the Shares represented by such American Depositary Shares prohibiting the issuance of additional shares by way of rights or bonus entitlement in respect of the Shares represented by such American Depositary Shares and the nullification of any agreement to effect any of the acts subject to the restrictions by virtue of the sanctions. In addition each Owner and Beneficial Owner of a Receipt agrees to comply with the provisions of the Companies Act with regard to the notification to the Company of interests in Shares which currently provide inter alia that any holder of Receipts or other person who is or becomes directly or indirectly interested within the meaning of the Companies Act in 3% or more of the outstanding Shares or is aware that another person for whom it holds such Receipts or owns such interest in American Depositary Shares is so interested must within two United Kingdom business days after becoming so interested or so aware and thereafter in certain circumstances upon any change of at least one percent 1% of the outstanding Shares notify the Company as required by the Companies Act. Each Owner and Beneficial Owner of a Receipt acknowledges that it understands that failure to comply with the Companies Act in this regard may similarly result in the imposition of the sanctions described in the first paragraph of this Article 23. In the event that the Company determines that there has been a failure to comply with a Disclosure Notice with respect to any Deposited Securities and that sanctions are to be imposed against such Deposited Securities pursuant to the Companies Act by a court of competent jurisdiction or the Companys Memorandum and Articles of Association information requested by the Company the Company shall so notify or the Depositary giving full details thereof and shall instruct the Depositary in writing as pursuant to the application of such sanctions to the Deposited Securitiesthis Section. Except as prohibited by applicable law the The Depositary agrees to use reasonable efforts to comply with any such instructions requesting that the Depositary take the reasonable and feasible actions specified therein to apply such sanctions. If the Company requests information from the Depositary or the Custodian as the registered holders of Shares pursuant to the Companys Memorandum and Articles of Association or the Companies Act the Depositary agrees to use and to cause the Custodian to use reasonable efforts to comply with any reasonable written instructions received from the Company requesting that the Depositary forward any such requests to take the reasonable actions specified therein Owners and to obtain forward to the Company any responses to such informationrequests received by the Depositary. The Depositary further agrees that it shall cooperate with the Company in enforcing the provisions of the Hong Kong Securities (Disclosure of Interests)and Futures Ordinance and any other legislation or regulations of Hong Kong from time to time relating to disclosure of interests, including sanctions that the Company may invoke in the event an Owner fails to provide certain requested information concerning interests in Receipts or Deposited Securities. Such sanctions may include limitations on the transfer of such Deposited Securities. An Owner also may have a duty under the Hong Kong Securities (Disclosure of Interests)and Futures Ordinance to notify the Company and The Stock Exchange of Hong Kong Limited if such Owner becomes aware that its interest (which term is broadly defined under such Ordinance) in Deposited Securities evidenced by Receipts together with any other interests of such Owner in Deposited Securities is the equivalent of 105% or more of the relevant class of the issued share capital of the Company. Under the Hong Kong Securities (Disclosure of Interests)and Futures Ordinance, such Owner may be required to further notify the Company and The Stock Exchange of Hong Kong Limited in the event such Owner's interest changes by such percentage as would cross a whole percentage point or such Owner ceases to have an interest in 105% or more of the relevant class of securities of the Company. The Depositary is advised that under the Securities (Disclosure of Interests)and Futures Ordinance as currently in effect, the change of a whole percentage point is calculated by rounding down the percentage to the nearest whole number. Thus, for example, if an interest increased form 10.9from 5.9% to 11.16.1%, the Depositary is advised that there may be a duty to give notice of the change, but not if it were an increase from 11.16.1% to 11.96.9%.
Appears in 1 contract
Samples: Class a Deposit Agreement (Bank of New York / Adr Division)
Disclosure of Beneficial Ownership. Notwithstanding To the extent that the provisions of or governing any Deposited Securities require disclosure of or impose limits on beneficial or other provision ownership of Deposited Securities, other Shares and other securities and provide for blocking transfer, voting or other rights to enforce that disclosure or those limits, Owners and Beneficial Owners shall comply with those disclosure requirements and ownership limitations and cooperate with the Depositary in the Depositary’s compliance with any Company instructions relating to those requirements and limits. The Depositary shall use reasonable efforts to comply with Company instructions relating to disclosure requirements or ownership limitations of the Deposit Agreement type referred to in the contrary each preceding sentence. Each Owner and Beneficial Owner of a Receipt agrees to shall provide such information as the Company may request in a disclosure notice (a “Disclosure Notice Notice”) given pursuant to the United Kingdom Companies Act 1985 Xxx 0000 (that Act, as amended from time to time and including any statutory modification or reenactment thereof re-enactment of that Act, the “Companies Act Act”) or the Companys Memorandum and Articles of AssociationAssociation of the Company within the time period specified in that Disclosure Notice. Each Owner and Beneficial Owner As of a Receipt acknowledges that it understands that the date of the Deposit Agreement, failure to comply with a Disclosure Notice may could result in the imposition of sanctions against the holder of the Shares in respect of which the noncomplying Owner or Beneficial Owner non-complying person is or was was, or appears to be or has been been, interested as provided in the Companies Act and the Companys Memorandum and Articles of Association of the Company, including without limitation the withdrawal of the voting rights or in certain circumstances in relation to the noncomplying Owner the withholding of any payments including dividends and payments of a capital nature in respect of the Shares represented by such American Depositary Shares voiding any transfers of the Shares represented by such American Depositary Shares prohibiting the issuance of additional shares by way of rights or bonus entitlement in respect of the Shares represented by such American Depositary those Shares and the nullification imposition of any agreement restrictions on the rights to effect any of the acts subject receive dividends and to the restrictions by virtue of the sanctionstransfer those Shares. In addition addition, each Owner and Beneficial Owner of a Receipt agrees to shall comply with the provisions of the Companies Act with regard to the notification to notifying the Company of interests in Shares which currently provide inter alia Shares. As of the date of the Deposit Agreement, the Companies Act required that any holder of Receipts or other person who that is or becomes directly or indirectly interested (within the meaning of the Companies Act Act) in 3% three percent or more of the outstanding Shares Shares, or is aware that another person for whom it that person holds such Receipts or owns such interest in American Depositary Shares is so interested must must, within two United Kingdom business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change of at least one percent 1% of to the outstanding Shares particulars previously notified), notify the Company as required by the Companies Act. Each Owner and Beneficial Owner of a Receipt acknowledges that it understands that failure to comply with the Companies Act in this regard may similarly result in the imposition of the sanctions described in the first paragraph of this Article 23. In the event that the Company determines that there has been a failure to comply with a Disclosure Notice with respect to any Deposited Securities and that sanctions are to be imposed against such Deposited Securities pursuant to the Companies Act by a court of competent jurisdiction or the Companys Memorandum and Articles of Association by the Company the Company shall so notify the Depositary giving full details thereof and shall instruct the Depositary in writing as to the application of such sanctions to the Deposited Securities. Except as prohibited by applicable law the Depositary agrees to use reasonable efforts to comply with any such instructions requesting that the Depositary take the reasonable and feasible actions specified therein to apply such sanctions. If the Company requests information from the Depositary or the Custodian as the registered holders of Shares pursuant to the Companys Memorandum and Articles of Association or the Companies Act the Depositary agrees to use and to cause the Custodian to use reasonable efforts to comply with any reasonable instructions received from the Company requesting the Depositary to take the reasonable actions specified therein to obtain such information.
Appears in 1 contract
Samples: Deposit Agreement (Eidos PLC)
Disclosure of Beneficial Ownership. Notwithstanding any other provision of the Deposit Agreement to the contrary each Owner and Beneficial Owner of a Receipt agrees to provide such information as the The Company may request in a disclosure notice a Disclosure Notice given pursuant to the United Kingdom Companies Act 1985 as amended from time to time request Owners to provide information (a) as to the capacity in which such Owners own or owned Receipts, (b) regarding the identity of any other persons then or previously interested in such Receipts and including any statutory modification or reenactment thereof (c) the Companies Act or the Companys Memorandum nature of such interest and Articles of Associationvarious other matters. Each Owner and Beneficial Owner of a Receipt acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the noncomplying Owner or Beneficial Owner is or was or appears to be or has been interested as provided in the Companies Act and the Companys Memorandum and Articles of Association including without limitation the withdrawal of voting rights or in certain circumstances in relation to the noncomplying Owner the withholding of any payments including dividends and payments of a capital nature in respect of the Shares represented by such American Depositary Shares voiding any transfers of the Shares represented by such American Depositary Shares prohibiting the issuance of additional shares by way of rights or bonus entitlement in respect of the Shares represented by such American Depositary Shares and the nullification of any agreement to effect any of the acts subject to the restrictions by virtue of the sanctions. In addition each Owner and Beneficial Owner of a Receipt agrees to comply with the provisions of the Companies Act with regard to the notification to the Company of interests in Shares which currently provide inter alia that any holder of Receipts or other person who is or becomes directly or indirectly interested within the meaning of the Companies Act in 3% or more of the outstanding Shares or is aware that another person for whom it holds such Receipts or owns such interest in American Depositary Shares is so interested must within two United Kingdom business days after becoming so interested or so aware and thereafter in certain circumstances upon any change of at least one percent 1% of the outstanding Shares notify the Company as required by the Companies Act. Each Owner and Beneficial Owner of a Receipt acknowledges that it understands that failure to comply with the Companies Act in this regard may similarly result in the imposition of the sanctions described in the first paragraph of this Article 23. In the event that the Company determines that there has been a failure to comply with a Disclosure Notice with respect to any Deposited Securities and that sanctions are to be imposed against such Deposited Securities pursuant to the Companies Act by a court of competent jurisdiction or the Companys Memorandum and Articles of Association information requested by the Company the Company shall so notify or the Depositary giving full details thereof and shall instruct the Depositary in writing as pursuant to the application of such sanctions to the Deposited Securitiesthis Section. Except as prohibited by applicable law the The Depositary agrees to use reasonable efforts to comply with any such instructions requesting that the Depositary take the reasonable and feasible actions specified therein to apply such sanctions. If the Company requests information from the Depositary or the Custodian as the registered holders of Shares pursuant to the Companys Memorandum and Articles of Association or the Companies Act the Depositary agrees to use and to cause the Custodian to use reasonable efforts to comply with any reasonable written instructions received from the Company requesting that the Depositary forward any such requests to take the reasonable actions specified therein Owners and to obtain forward to the Company any responses to such informationrequests received by the Depositary. The Depositary further agrees that it shall cooperate with the Company in enforcing the provisions of the Hong Kong Securities (Disclosure of Interests)and Futures Ordinance and any other legislation or regulations of Hong Kong from time to time relating to disclosure of interests, including sanctions that the Company may invoke in the event an Owner fails to provide certain requested information concerning interests in Receipts or Deposited Securities. Such sanctions may include limitations on the transfer of such Deposited Securities. An Owner also may have a duty under the Hong Kong Securities (Disclosure of Interests)and Futures Ordinance to notify the Company and The Stock Exchange of Hong Kong Limited if such Owner becomes aware that its interest (which term is broadly defined under such Ordinance) in Deposited Securities evidenced by Receipts together with any other interests of such Owner in Deposited Securities is the equivalent of 105% or more of the relevant class of the issued share capital of the Company. Under the Hong Kong Securities (Disclosure of Interests)and Futures Ordinance, such Owner may be required to further notify the Company and The Stock Exchange of Hong Kong Limited in the event such Owner’s interest changes by such percentage as would cross a whole percentage point or such Owner ceases to have an interest in 105% or more of the relevant class of securities of the Company. The Depositary is advised that under the Securities (Disclosure of Interests)and Futures Ordinance as currently in effect, the change of a whole percentage point is calculated by rounding down the percentage to the nearest whole number. Thus, for example, if an interest increased form 10.9from 5.9% to 11.16.1%, the Depositary is advised that there may be a duty to give notice of the change, but not if it were an increase from 11.16.1% to 11.96.9%.
Appears in 1 contract
Samples: Class B Deposit Agreement (Bank of New York / Adr Division)
Disclosure of Beneficial Ownership. Notwithstanding any other provision of the Deposit Agreement to Agreement, the contrary Articles of Association of the Company and applicable law, each Owner and Beneficial Owner of a Receipt agrees to (a) provide such information as the Company or the Depositary may request in a disclosure notice a Disclosure Notice given pursuant to law (including, without limitation, relevant Hong Kong law and any applicable law of the United Kingdom Companies Act 1985 States), the Articles of Association of the Company, any resolutions of the Company’s Board of Directors adopted pursuant to such Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred, and (b) be bound by and subject to applicable provisions of the laws of Hong Kong, the Articles of Association of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as amended if such Owner and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Owners or Beneficial Owners at the time such request is made. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s expense (limited to Depositary’s out-of-pocket expense), any such request from the Company to the Owners and to forward to the Company any such responses to such requests received by the Depositary. The Depositary agrees that it shall cooperate with the Company in to enable the Company to enforce the provisions of the Hong Kong Securities and Futures Ordinance (as may from time to time be amended, modified or re-enacted)(the "Ordinance") and any other legislation or regulations of Hong Kong from time to time relating to disclosure of interests in Deposited Securities, other Shares and other securities, including sanctions that the Company may invoke in the event an Owner or Beneficial Owner fails to provide certain requested information concerning interests in Receipts or Deposited Securities. Such sanctions may include limitations on the transfer of such Shares. Owners and Beneficial Owners agree to abide by the Company’s sanctions. Other than notifying the Owner of the sanctions imposed by the Company, the Depositary shall have no obligation to enforce any statutory modification or reenactment thereof the Companies Act or the Companys Memorandum and Articles of Associationsuch sanctions. Each An Owner and Beneficial Owner also may have a duty under the Ordinance to notify the Company and The Stock Exchange of Hong Kong Limited if such Owner or Beneficial Owner becomes aware that his interest in Shares represented by ADSs together with any other interests of his in Shares is the equivalent of 5% or more of the issued share capital of the Company. Under the Ordinance such Owner or Beneficial Owner may be required to notify further the Company in the event such Owner’s or Beneficial Owner’s interest changes by such percentage as would cross a whole percentage point or such Owner or Beneficial Owner ceases to have an interest in 5% of the issued share capital of the Company. The change of a Receipt acknowledges whole percentage point is calculated by rounding down the percentage of the issued share capital of the Company in which the Owner or Beneficial Owner is aware that he is interested to the nearest whole number. Thus, for example, if an interest increased from 5.9% to 6.1%, there may be a duty to notify the change, but not if it understands were an increase from 5.1% to 5.9%. It should be noted that failure for the purposes of the Ordinance, the term "interest" is widely defined and an Owner and Beneficial Owner is each, in addition to comply with a Disclosure Notice may result his personal interest, deemed to have an interest in Shares in which his spouse or his child under the age of 18 years is interested and in Shares registered in the imposition name of sanctions against the holder of the Shares a corporation (i) in respect of which the noncomplying Owner or Beneficial Owner is or was or appears to be or has been interested Owner, as provided in the Companies Act and the Companys Memorandum and Articles of Association including without limitation the withdrawal of voting rights or in certain circumstances in relation to the noncomplying Owner the withholding of any payments including dividends and payments of a capital nature in respect of the Shares represented by such American Depositary Shares voiding any transfers of the Shares represented by such American Depositary Shares prohibiting the issuance of additional shares by way of rights or bonus entitlement in respect of the Shares represented by such American Depositary Shares and the nullification of any agreement to effect any of the acts subject to the restrictions by virtue of the sanctions. In addition each Owner and Beneficial Owner of a Receipt agrees to comply with the provisions of the Companies Act with regard to the notification to the Company of interests in Shares which currently provide inter alia that any holder of Receipts or other person who is or becomes directly or indirectly interested within the meaning of the Companies Act in 3% case may be, controls one-third or more of the outstanding Shares voting rights exercisable at its general meetings or (ii) where such corporation or its directors is aware that another person for whom it holds such Receipts accustomed to act according to his directions or owns such interest in American Depositary Shares is so interested must within two United Kingdom business days after becoming so interested or so aware and thereafter in certain circumstances upon any change of at least one percent 1% of the outstanding Shares notify the Company as required by the Companies Actinstructions. Each Owner and Beneficial Owner of a Receipt acknowledges that it understands that failure Back to comply with the Companies Act in this regard may similarly result in the imposition of the sanctions described in the first paragraph of this Article 23. In the event that the Company determines that there has been a failure to comply with a Disclosure Notice with respect to any Deposited Securities and that sanctions are to be imposed against such Deposited Securities pursuant to the Companies Act by a court of competent jurisdiction or the Companys Memorandum and Articles of Association by the Company the Company shall so notify the Depositary giving full details thereof and shall instruct the Depositary in writing as to the application of such sanctions to the Deposited Securities. Except as prohibited by applicable law the Depositary agrees to use reasonable efforts to comply with any such instructions requesting that the Depositary take the reasonable and feasible actions specified therein to apply such sanctions. If the Company requests information from the Depositary or the Custodian as the registered holders of Shares pursuant to the Companys Memorandum and Articles of Association or the Companies Act the Depositary agrees to use and to cause the Custodian to use reasonable efforts to comply with any reasonable instructions received from the Company requesting the Depositary to take the reasonable actions specified therein to obtain such information.Contents
Appears in 1 contract
Samples: Deposit Agreement (New World Development Co LTD /Fi)
Disclosure of Beneficial Ownership. Notwithstanding any other provision of the Deposit Agreement to the contrary each Owner and Beneficial Owner of a Receipt agrees to provide such information as the The Company may request in a disclosure notice a Disclosure Notice given pursuant to the United Kingdom Companies Act 1985 as amended from time to time request Holders or former Holders to provide information as to the capacity in which they hold or held Receipts and including regarding the identity of any statutory modification other persons then or reenactment thereof previously interested in such Receipts and the Companies Act nature of such interest and various other matters. Each Holder agrees to provide any such information reasonably requested by the Company or the Companys Memorandum Depositary pursuant to this Section whether or not such person is still a Holder at the time of such request. The Depositary shall comply, at the Company's expense, with the Company's reasonable written instructions requesting the Depositary to forward any such requests to the Holders and Articles of Associationto forward to the Company any such responses to such requests received by the Depositary. Each Owner and Beneficial Owner Holder agrees to make such disclosure of a Receipt acknowledges that it understands that failure to comply with a Disclosure Notice may result interests in the imposition of sanctions against the holder shares of the Company as may be required to be made by such Holder under any laws regulations or codes of practice applicable in Hong Kong whether or not the same may be enforceable against such Holder. To the extent that provisions of or governing the Deposited Securities or applicable law may require disclosure of beneficial or other ownership of Deposited Securities, other Shares and other securities to the Company and may provide for blocking transfer and voting or other rights to enforce such disclosure or limit such ownership, the Depositary shall use reasonable efforts to comply, at the Company's expense, with the Company's reasonable written instructions as to Receipts in respect of any such enforcement or limitation or blocking of rights, and Holders shall comply with all such disclosure requirements and ownership limitations and shall cooperate with the Depositary's compliance with such Company instructions and are deemed by their holding of Receipts to consent to any such limitation or blocking of rights. A Holder also may have a duty under the Hong Kong Securities (Disclosure of Interests) Ordinance to notify the Company and The Stock Exchange of Hong Kong Limited if such Holder becomes aware that his interest in Shares evidenced by Receipts together with any other interests of his Shares is the equivalent of 10% or more of the issued share capital of the Company. Under the Hong Kong Securities (Disclosure of Interests) Ordinance, such Holder may be required to notify the Company further in the event such Holder's interest in the Company's issued share capital changes by 1% or such Holder ceases to have an interest in 10% or more of the issued share capital of the Company. The change of 1% is calculated by rounding down the percentage of the issued share capital of the Company in which the noncomplying Owner or Beneficial Owner Holder is or was or appears aware that he is interested to the nearest whole number. Thus, for example, if an interest increased from 10.9% to 11.1%, there may be or has been a duty to notify the change, but not if it were an increase from 11.1% to 11.9%. It should be noted that for the purpose of the Securities (Disclosure of Interests) Ordinance, the term "interests" is widely defined and a Holder is, in addition to his personal interest, deemed to have an interest in Shares of which his spouse and his child under the age of 18 years are interested as provided and in the Companies Act and Shares registered in the Companys Memorandum and Articles name of Association including without limitation a corporation wherein the withdrawal Holder controls one third of its voting rights or where such a corporation is accustomed to act according to his direction. Failure by a Holder to disclose his interest in certain circumstances Shares in relation to the noncomplying Owner the withholding of any payments including dividends and payments of a capital nature in respect of the Shares represented by such American Depositary Shares voiding any transfers of the Shares represented by such American Depositary Shares prohibiting the issuance of additional shares by way of rights or bonus entitlement in respect of the Shares represented by such American Depositary Shares and the nullification of any agreement to effect any of the acts subject to the restrictions by virtue of the sanctions. In addition each Owner and Beneficial Owner of a Receipt agrees to comply accordance with the provisions of the Companies Act with regard to the notification to the Company Securities (Disclosure of interests in Shares which currently provide inter alia that any holder Interests) Ordinance may attract a maximum fine of Receipts or other person who is or becomes directly or indirectly interested within the meaning HK$100,000.00 and imprisonment for maximum term of the Companies Act in 3% or more of the outstanding Shares or is aware that another person for whom it holds such Receipts or owns such interest in American Depositary Shares is so interested must within two United Kingdom business days after becoming so interested or so aware and thereafter in certain circumstances upon any change of at least one percent 1% of the outstanding Shares notify the Company as required by the Companies Act. Each Owner and Beneficial Owner of a Receipt acknowledges that it understands that failure to comply with the Companies Act in this regard may similarly result in the imposition of the sanctions described in the first paragraph of this Article 23. In the event that the Company determines that there has been a failure to comply with a Disclosure Notice with respect to any Deposited Securities and that sanctions are to be imposed against such Deposited Securities pursuant to the Companies Act by a court of competent jurisdiction or the Companys Memorandum and Articles of Association by the Company the Company shall so notify the Depositary giving full details thereof and shall instruct the Depositary in writing as to the application of such sanctions to the Deposited Securities. Except as prohibited by applicable law the Depositary agrees to use reasonable efforts to comply with any such instructions requesting that the Depositary take the reasonable and feasible actions specified therein to apply such sanctions. If the Company requests information from the Depositary or the Custodian as the registered holders of Shares pursuant to the Companys Memorandum and Articles of Association or the Companies Act the Depositary agrees to use and to cause the Custodian to use reasonable efforts to comply with any reasonable instructions received from the Company requesting the Depositary to take the reasonable actions specified therein to obtain such informationyears.
Appears in 1 contract
Disclosure of Beneficial Ownership. Notwithstanding any other provision of the Deposit Agreement to the contrary each Owner and Beneficial Owner of a Receipt agrees to provide such information as the The Company may request in a disclosure notice a Disclosure Notice given pursuant to the United Kingdom Companies Act 1985 as amended from time to time request Holders or former Holders to provide information as to the capacity in which they hold or held Receipts and including regarding the identity of any statutory modification other persons then or reenactment thereof previously interested in such Receipts and the Companies Act nature of such interest and various other matters. Each Holder agrees to provide any such information reasonably requested by the Company or the Companys Memorandum Depositary pursuant to this Section whether or not such person is still a Holder at the time of such request. The Depositary shall comply, at the Company's expense, with the Company's reasonable written instructions requesting the Depositary to forward any such requests to the Holders and Articles of Associationto forward to the Company any such responses to such requests received by the Depositary. Each Owner and Beneficial Owner Holder agrees to make such disclosure of a Receipt acknowledges that it understands that failure to comply with a Disclosure Notice may result interests in the imposition of sanctions against the holder shares of the Company as may be required to be made by such Holder under any laws regulations or codes of practice applicable in Hong Kong whether or not the same may be enforceable against such Holder. To the extent that provisions of or governing the Deposited Securities or applicable law may require disclosure of beneficial or other ownership of Deposited Securities, other Shares and other securities to the Company and may provide for blocking transfer and voting or other rights to enforce such disclosure or limit such ownership, the Depositary shall use reasonable efforts to comply, at the Company's expense, with the Company's reasonable written instructions as to Receipts in respect of any such enforcement or limitation or blocking of rights, and Holders shall comply with all such disclosure requirements and ownership limitations and shall cooperate with the Depositary's compliance with such Company instructions and are deemed by their holding of Receipts to consent to any such limitation or blocking of rights. A Holder also may have a duty under the Hong Kong Securities (Disclosure of Interests) Ordinance to notify the Company and The Stock Exchange of Hong Kong Limited if such Holder becomes aware that his interest in Shares evidenced by Receipts together with any other interests of his Shares is the equivalent of 10% or more of the issued share capital of the Company. Under the Hong Kong Securities (Disclosure of Interests) Ordinance, such Holder may be required to notify the Company further in the event such Holder's interest in the Company's issued share capital changes by 1% or such Holder ceases to have an interest in 10% or more of the issued share capital of the Company. The change of 1% is calculated by rounding down the percentage of the issued share capital of the Company in which the noncomplying Owner or Beneficial Owner Holder is or was or appears aware that he is interested to the nearest whole number. Thus, for example, if an interest increased from 10.9% to 11.1%, there may be or has been a duty to notify the change, but not if it were an increase from 11.1% to 11.9%. It should be noted that for the purpose of the Securities (Disclosure of Interests) Ordinance, the term "interests" is widely defined and a Holder is, in addition to his personal interest, deemed to have an interest in Shares of which his spouse and his child under the age of 18 years are interested as provided and in the Companies Act and Shares registered in the Companys Memorandum and Articles name of Association including without limitation a corporation wherein the withdrawal Holder controls one third of its voting rights or where such a corporation is accustomed to act according to his direction. Failure by a Holder to disclose his interest in certain circumstances Shares in relation to the noncomplying Owner the withholding of any payments including dividends and payments of a capital nature in respect of the Shares represented by such American Depositary Shares voiding any transfers of the Shares represented by such American Depositary Shares prohibiting the issuance of additional shares by way of rights or bonus entitlement in respect of the Shares represented by such American Depositary Shares and the nullification of any agreement to effect any of the acts subject to the restrictions by virtue of the sanctions. In addition each Owner and Beneficial Owner of a Receipt agrees to comply accordance with the provisions of the Companies Act with regard to the notification to the Company Securities (Disclosure of interests in Shares which currently provide inter alia that any holder Interests) Ordinance may attract a maximum fine of Receipts or other person who is or becomes directly or indirectly interested within the meaning HK$100, 000. 00 and imprisonment for maximum term of the Companies Act in 3% or more of the outstanding Shares or is aware that another person for whom it holds such Receipts or owns such interest in American Depositary Shares is so interested must within two United Kingdom business days after becoming so interested or so aware and thereafter in certain circumstances upon any change of at least one percent 1% of the outstanding Shares notify the Company as required by the Companies Act. Each Owner and Beneficial Owner of a Receipt acknowledges that it understands that failure to comply with the Companies Act in this regard may similarly result in the imposition of the sanctions described in the first paragraph of this Article 23. In the event that the Company determines that there has been a failure to comply with a Disclosure Notice with respect to any Deposited Securities and that sanctions are to be imposed against such Deposited Securities pursuant to the Companies Act by a court of competent jurisdiction or the Companys Memorandum and Articles of Association by the Company the Company shall so notify the Depositary giving full details thereof and shall instruct the Depositary in writing as to the application of such sanctions to the Deposited Securities. Except as prohibited by applicable law the Depositary agrees to use reasonable efforts to comply with any such instructions requesting that the Depositary take the reasonable and feasible actions specified therein to apply such sanctions. If the Company requests information from the Depositary or the Custodian as the registered holders of Shares pursuant to the Companys Memorandum and Articles of Association or the Companies Act the Depositary agrees to use and to cause the Custodian to use reasonable efforts to comply with any reasonable instructions received from the Company requesting the Depositary to take the reasonable actions specified therein to obtain such informationyears.
Appears in 1 contract
Disclosure of Beneficial Ownership. Notwithstanding any other provision of the Deposit Agreement to Agreement, the contrary Articles of Association of the Company and applicable law, each Owner and Beneficial Owner of a Receipt agrees to (a) provide such information as the Company or the Depositary may request in a disclosure notice a Disclosure Notice given pursuant to law (including, without limitation, relevant Hong Kong law and any applicable law of the United Kingdom Companies Act 1985 States), the Articles of Association of the Company, any resolutions of the Company’s Board of Directors adopted pursuant to such Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred, and (b) be bound by and subject to applicable provisions of the laws of Hong Kong, the Articles of Association of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as amended if such Owner and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Owners or Beneficial Owners at the time such request is made. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s expense (limited to Depositary’s out of pocket expense), any such request from the Company to the Owners and to forward to the Company any such responses to such requests received by the Depositary. The Depositary agrees that it shall cooperate with the Company in to enable the Company to enforce the provisions of the Hong Kong Securities and Futures Ordinance (as may from time to time be amended, modified or re-enacted)(the "Ordinance") and any other legislation or regulations of Hong Kong from time to time relating to disclosure of interests in Deposited Securities, other Shares and other securities, including sanctions that the Company may invoke in the event an Owner or Beneficial Owner fails to provide certain requested information concerning interests in Receipts or Deposited Securities. Such sanctions may include limitations on the transfer of such Shares. Owners and Beneficial Owners agree to abide by the Company’s sanctions. Other than notifying the Owner of the sanctions imposed by the Company, the Depositary shall have no obligation to enforce any statutory modification or reenactment thereof the Companies Act or the Companys Memorandum and Articles of Associationsuch sanctions. Each An Owner and Beneficial Owner also may have a duty under the Ordinance to notify the Company and The Stock Exchange of Hong Kong Limited if such Owner or Beneficial Owner becomes aware that his interest in Shares represented by ADSs together with any other interests of his in Shares is the equivalent of 5% or more of the issued share capital of the Company. Under the Ordinance such Owner or Beneficial Owner may be required to notify further the Company in the event such Owner’s or Beneficial Owner’s interest changes by such percentage as would cross a whole percentage point or such Owner or Beneficial Owner ceases to have an interest in 5% of the issued share capital of the Company. The change of a Receipt acknowledges whole percentage point is calculated by rounding down the percentage of the issued share capital of the Company in which the Owner or Beneficial Owner is aware that he is interested to the nearest whole number. Thus, for example, if an interest increased from 5.9% to 6.1%, there may be a duty to notify the change, but not if it understands were an increase from 5.1% to 5.9%. It should be noted that failure for the purposes of the Ordinance, the term "interest" is widely defined and an Owner and Beneficial Owner is each, in addition to comply with a Disclosure Notice may result his personal interest, deemed to have an interest in Shares in which his spouse or his child under the age of 18 years is interested and in Shares registered in the imposition name of sanctions against the holder of the Shares a corporation (i) in respect of which the noncomplying Owner or Beneficial Owner is or was or appears to be or has been interested Owner, as provided in the Companies Act and the Companys Memorandum and Articles of Association including without limitation the withdrawal of voting rights or in certain circumstances in relation to the noncomplying Owner the withholding of any payments including dividends and payments of a capital nature in respect of the Shares represented by such American Depositary Shares voiding any transfers of the Shares represented by such American Depositary Shares prohibiting the issuance of additional shares by way of rights or bonus entitlement in respect of the Shares represented by such American Depositary Shares and the nullification of any agreement to effect any of the acts subject to the restrictions by virtue of the sanctions. In addition each Owner and Beneficial Owner of a Receipt agrees to comply with the provisions of the Companies Act with regard to the notification to the Company of interests in Shares which currently provide inter alia that any holder of Receipts or other person who is or becomes directly or indirectly interested within the meaning of the Companies Act in 3% case may be, controls one-third or more of the outstanding Shares voting rights exercisable at its general meetings or (ii) where such corporation or its directors is aware that another person for whom it holds such Receipts accustomed to act according to his directions or owns such interest in American Depositary Shares is so interested must within two United Kingdom business days after becoming so interested or so aware and thereafter in certain circumstances upon any change of at least one percent 1% of the outstanding Shares notify the Company as required by the Companies Act. Each Owner and Beneficial Owner of a Receipt acknowledges that it understands that failure to comply with the Companies Act in this regard may similarly result in the imposition of the sanctions described in the first paragraph of this Article 23. In the event that the Company determines that there has been a failure to comply with a Disclosure Notice with respect to any Deposited Securities and that sanctions are to be imposed against such Deposited Securities pursuant to the Companies Act by a court of competent jurisdiction or the Companys Memorandum and Articles of Association by the Company the Company shall so notify the Depositary giving full details thereof and shall instruct the Depositary in writing as to the application of such sanctions to the Deposited Securities. Except as prohibited by applicable law the Depositary agrees to use reasonable efforts to comply with any such instructions requesting that the Depositary take the reasonable and feasible actions specified therein to apply such sanctions. If the Company requests information from the Depositary or the Custodian as the registered holders of Shares pursuant to the Companys Memorandum and Articles of Association or the Companies Act the Depositary agrees to use and to cause the Custodian to use reasonable efforts to comply with any reasonable instructions received from the Company requesting the Depositary to take the reasonable actions specified therein to obtain such informationinstructions.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Disclosure of Beneficial Ownership. Notwithstanding any other provision of the this Deposit Agreement to the contrary Agreement, each Owner Holder and Beneficial Owner of a Receipt agrees to comply with requests from the Company pursuant to the laws of The United Kingdom, the rules of the London Stock Exchange and any other stock exchange on which the Shares are, or will be, registered, traded or listed or the Memorandum and Articles of Association of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder and Beneficial Owner owns ADSs (and Shares as the case may be) and regarding the identity of any other person interested in such ADSs and the nature of such interest, whether or not they are Holders at the time of such request. The Depositary agrees to use its reasonable efforts to comply, at the Company’s expense, with written instructions received from the Company requesting that the Depositary forward any such request from the Company to the Holder and to forward to the Company any such responses to such requests received by the Depositary. Each Holder or Beneficial Owner agrees that such Holder or Beneficial Owner, (i) is bound by and subject to the Articles of Association of the Company as if such Holder were a registered holder of Shares and (ii) will provide such information within the prescribed period as the Company may request in a disclosure notice a (“Disclosure Notice Notice”) given pursuant to the any applicable provision of United Kingdom Companies Act 1985 as amended from time to time and including any statutory modification or reenactment thereof the Companies Act law or the Companys Memorandum and Articles of AssociationAssociation of the Company. Each Owner Holder and Beneficial Owner of a Receipt further acknowledges that it understands that failure by such Holder or Beneficial Owner to comply with provide on a timely basis the information required in any Disclosure Notice may result in the imposition withholding of sanctions against the holder of the Shares certain rights in respect of which the noncomplying Owner such Holder’s or Beneficial Owner is Owner’s American Depositary Shares including, without limitation, voting rights, the right to receive dividends or was or appears to be or has been interested as provided in the Companies Act other payments and the Companys Memorandum and Articles rights of Association including without limitation the withdrawal of voting rights or in certain circumstances in relation to the noncomplying Owner the withholding of any payments including dividends and payments of a capital nature free transferability in respect of the Shares represented by such American Depositary Shares voiding any transfers of the Shares represented by such American Depositary Shares prohibiting the issuance of additional shares by way of rights or bonus entitlement in respect of the Shares represented by such American Depositary Shares and the nullification of any agreement to effect any of the acts subject to the restrictions by virtue of the sanctionsShares. In addition each Owner Each Holder and Beneficial Owner of a Receipt agrees to comply with the all applicable provisions of United Kingdom law and the Companies Act Articles of Association of the Company with regard to the notification to the Company of interests such Holder’s or Beneficial Owner’s interest in Shares, including any provision requiring such Holder to disclose within a prescribed period an interest in Shares which currently provide inter alia that equal to or in excess of three percent (3%) of such Shares outstanding or such other percentage as may be required from time to time pursuant to any holder provision of Receipts or other person who is or becomes directly or indirectly interested within the meaning of the Companies Act in 3% or more of the outstanding Shares or is aware that another person for whom it holds such Receipts or owns such interest in American Depositary Shares is so interested must within two United Kingdom business days after becoming so interested or so aware and thereafter in certain circumstances upon any change of at least one percent 1% of the outstanding Shares notify the Company as required by the Companies Act. Each Owner and Beneficial Owner of a Receipt acknowledges that it understands that failure to comply with the Companies Act in this regard may similarly result in the imposition of the sanctions described in the first paragraph of this Article 23. In the event that the Company determines that there has been a failure to comply with a Disclosure Notice with respect to any Deposited Securities and that sanctions are to be imposed against such Deposited Securities pursuant to the Companies Act by a court of competent jurisdiction law or the Companys Memorandum and Articles of Association by of the Company the Company shall so notify the Depositary giving full details thereof and shall instruct the Depositary in writing as to the application of such sanctions to the Deposited Securities. Except as prohibited by applicable law the Depositary agrees to use reasonable efforts to comply with any such instructions requesting that the Depositary take the reasonable and feasible actions specified therein to apply such sanctions. If the Company requests information from the Depositary or the Custodian as the registered holders of Shares pursuant to the Companys Memorandum and Articles of Association or the Companies Act the Depositary agrees to use and to cause the Custodian to use reasonable efforts to comply with any reasonable instructions received from the Company requesting the Depositary to take the reasonable actions specified therein to obtain such informationCompany.
Appears in 1 contract
Samples: Deposit Agreement (WPP Group PLC)
Disclosure of Beneficial Ownership. Notwithstanding any other provision of the this Deposit Agreement to the contrary Agreement, each Owner Holder and Beneficial Owner of a Receipt agrees to comply with requests from the Company pursuant to the laws of Jersey or The United Kingdom, the rules of the London Stock Exchange and any other stock exchange on which the Shares are, or will be, registered, traded or listed or the Memorandum and Articles of Association of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder and Beneficial Owner owns ADSs (and Shares as the case may be) and regarding the identity of any other person interested in such ADSs and the nature of such interest, whether or not they are Holders at the time of such request. The Depositary agrees to use its reasonable efforts to comply, at the Company's expense, with written instructions received from the Company requesting that the Depositary forward any such request from the Company to the Holder and to forward to the Company any such responses to such requests received by the Depositary. Each Holder or Beneficial Owner agrees that such Holder or Beneficial Owner, (i) is bound by and subject to the Articles of Association of the Company as if such Holder were a registered holder of Shares and (ii) will provide such information within the prescribed period as the Company may request in a disclosure notice a ("Disclosure Notice Notice") given pursuant to the any applicable provision of Jersey or United Kingdom Companies Act 1985 as amended from time to time and including any statutory modification or reenactment thereof the Companies Act law or the Companys Memorandum and Articles of AssociationAssociation of the Company. Each Owner Holder and Beneficial Owner of a Receipt further acknowledges that it understands that failure by such Holder or Beneficial Owner to comply with provide on a timely basis the information required in any Disclosure Notice may result in the imposition withholding of sanctions against the holder of the Shares certain rights in respect of which the noncomplying Owner such Holder's or Beneficial Owner is Owner's American Depositary Shares including, without limitation, voting rights, the right to receive dividends or was or appears to be or has been interested as provided in the Companies Act other payments and the Companys Memorandum and Articles rights of Association including without limitation the withdrawal of voting rights or in certain circumstances in relation to the noncomplying Owner the withholding of any payments including dividends and payments of a capital nature free transferability in respect of the Shares represented by such American Depositary Shares voiding any transfers of the Shares represented by such American Depositary Shares prohibiting the issuance of additional shares by way of rights or bonus entitlement in respect of the Shares represented by such American Depositary Shares and the nullification of any agreement to effect any of the acts subject to the restrictions by virtue of the sanctionsShares. In addition each Owner Each Holder and Beneficial Owner of a Receipt agrees to comply with the all applicable provisions of Jersey and United Kingdom law and the Companies Act Articles of Association of the Company with regard to the notification to the Company of interests such Holder's or Beneficial Owner's interest in Shares, including any provision requiring such Holder to disclose within a prescribed period an interest in Shares which currently provide inter alia that equal to or in excess of three percent (3%) of such Shares outstanding or such other percentage as may be required from time to time pursuant to any holder provision of Receipts Jersey or other person who is or becomes directly or indirectly interested within the meaning of the Companies Act in 3% or more of the outstanding Shares or is aware that another person for whom it holds such Receipts or owns such interest in American Depositary Shares is so interested must within two United Kingdom business days after becoming so interested or so aware and thereafter in certain circumstances upon any change of at least one percent 1% of the outstanding Shares notify the Company as required by the Companies Act. Each Owner and Beneficial Owner of a Receipt acknowledges that it understands that failure to comply with the Companies Act in this regard may similarly result in the imposition of the sanctions described in the first paragraph of this Article 23. In the event that the Company determines that there has been a failure to comply with a Disclosure Notice with respect to any Deposited Securities and that sanctions are to be imposed against such Deposited Securities pursuant to the Companies Act by a court of competent jurisdiction law or the Companys Memorandum and Articles of Association by of the Company the Company shall so notify the Depositary giving full details thereof and shall instruct the Depositary in writing as to the application of such sanctions to the Deposited Securities. Except as prohibited by applicable law the Depositary agrees to use reasonable efforts to comply with any such instructions requesting that the Depositary take the reasonable and feasible actions specified therein to apply such sanctions. If the Company requests information from the Depositary or the Custodian as the registered holders of Shares pursuant to the Companys Memorandum and Articles of Association or the Companies Act the Depositary agrees to use and to cause the Custodian to use reasonable efforts to comply with any reasonable instructions received from the Company requesting the Depositary to take the reasonable actions specified therein to obtain such informationCompany.
Appears in 1 contract
Disclosure of Beneficial Ownership. Notwithstanding any other provision of the Deposit Agreement to the contrary each Owner and Beneficial Owner of a Receipt agrees to provide such information as the The Company may request in a disclosure notice a Disclosure Notice given pursuant to the United Kingdom Companies Act 1985 as amended from time to time request Owners to provide information (a) as to the capacity in which such Owners own or owned Receipts, (b) regarding the identity of any other persons then or previously interested in such Receipts and including any statutory modification or reenactment thereof (c) the Companies Act or the Companys Memorandum nature of such interest and Articles of Associationvarious other matters. Each Owner and Beneficial Owner of a Receipt acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the noncomplying Owner or Beneficial Owner is or was or appears to be or has been interested as provided in the Companies Act and the Companys Memorandum and Articles of Association including without limitation the withdrawal of voting rights or in certain circumstances in relation to the noncomplying Owner the withholding of any payments including dividends and payments of a capital nature in respect of the Shares represented by such American Depositary Shares voiding any transfers of the Shares represented by such American Depositary Shares prohibiting the issuance of additional shares by way of rights or bonus entitlement in respect of the Shares represented by such American Depositary Shares and the nullification of any agreement to effect any of the acts subject to the restrictions by virtue of the sanctions. In addition each Owner and Beneficial Owner of a Receipt agrees to comply with the provisions of the Companies Act with regard to the notification to the Company of interests in Shares which currently provide inter alia that any holder of Receipts or other person who is or becomes directly or indirectly interested within the meaning of the Companies Act in 3% or more of the outstanding Shares or is aware that another person for whom it holds such Receipts or owns such interest in American Depositary Shares is so interested must within two United Kingdom business days after becoming so interested or so aware and thereafter in certain circumstances upon any change of at least one percent 1% of the outstanding Shares notify the Company as required by the Companies Act. Each Owner and Beneficial Owner of a Receipt acknowledges that it understands that failure to comply with the Companies Act in this regard may similarly result in the imposition of the sanctions described in the first paragraph of this Article 23. In the event that the Company determines that there has been a failure to comply with a Disclosure Notice with respect to any Deposited Securities and that sanctions are to be imposed against such Deposited Securities pursuant to the Companies Act by a court of competent jurisdiction or the Companys Memorandum and Articles of Association information requested by the Company the Company shall so notify or the Depositary giving full details thereof and shall instruct the Depositary in writing as pursuant to the application of such sanctions to the Deposited Securitiesthis Section. Except as prohibited by applicable law the The Depositary agrees to use reasonable efforts to comply with any such instructions requesting that the Depositary take the reasonable and feasible actions specified therein to apply such sanctions. If the Company requests information from the Depositary or the Custodian as the registered holders of Shares pursuant to the Companys Memorandum and Articles of Association or the Companies Act the Depositary agrees to use and to cause the Custodian to use reasonable efforts to comply with any reasonable written instructions received from the Company requesting that the Depositary forward any such requests to take the reasonable actions specified therein Owners and to obtain forward to the Company any responses to such informationrequests received by the Depositary. The Depositary further agrees that it shall cooperate with the Company in enforcing the provisions of the Hong Kong Securities (Disclosure of Interests)and Futures Ordinance and any other legislation or regulations of Hong Kong from time to time relating to disclosure of interests, including sanctions that the Company may invoke in the event an Owner fails to provide certain requested information concerning interests in Receipts or Deposited Securities. Such sanctions may include limitations on the transfer of such Deposited Securities. An Owner also may have a duty under the Hong Kong Securities (Disclosure of Interests)and Futures Ordinance to notify the Company and The Stock Exchange of Hong Kong Limited if such Owner becomes aware that its interest (which term is broadly defined under such Ordinance) in Deposited Securities evidenced by Receipts together with any other interests of such Owner in Deposited Securities is the equivalent of 105% or more of the issued share capital of the Company. Under the Hong Kong Securities (Disclosure of Interests)and Futures Ordinance, such Owner may be required to further notify the Company and The Stock Exchange of Hong Kong Limited in the event such Owner's interest changes by such percentage as would cross a whole percentage point or such Owner ceases to have an interest in 105% or more of the securities of the Company. The Depositary is advised that under the Securities (Disclosure of Interests)and Futures Ordinance as currently in effect, the change of a whole percentage point is calculated by rounding down the percentage to the nearest whole number. Thus, for example, if an interest increased form 10.9from 5.9% to 11.16.1%, the Depositary is advised that there may be a duty to give notice of the change, but not if it were an increase from 11.16.1% to 11.96.9%.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)