Common use of Disclosure of Interests Clause in Contracts

Disclosure of Interests. When required in order to comply with applicable laws and regulations or the articles of association or similar document of the Company, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts, at the Company's expense (unless otherwise agreed in writing between the Company and the Depositary), to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. Each Holder and Owner agrees to comply with any applicable law, including in both the United States and Israel, with regard to the notification to the Company of the holding or proposed holding of certain interests in Shares and the obtaining of certain consents, to the same extent as if such Holder or Owner were a registered holder or beneficial owner of Shares. The Depositary is not required to take any action with respect to such compliance on behalf of any Holder or Owner, including the provision of the notification described below. Each Holder and Owner agrees to comply with the provisions of applicable law, including in both the United States and Israel, which may require that persons who hold a direct or indirect interest in 5% or more of the voting securities of the Company (including persons who hold such an interest through the holding of American Depositary Shares) give written notice of their interest and any subsequent changes in their interest to the Company. As of the date of this Deposit Agreement, each Owner and Holder agrees, if it instructs the Depositary to exercise voting rights with respect to Deposited Shares, that it will comply with any applicable Israeli law requiring it to, inter alia, disclose any personal interest it might have in the matter on the agenda of the general meeting. The Company undertakes no obligations to update this Section to reflect changes in law that occur after the date of this Deposit Agreement.

Appears in 5 contracts

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

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Disclosure of Interests. When required in In order to comply with applicable laws and regulations or the articles of association or similar document of the Company, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts, at the Company's ’s expense (unless otherwise agreed in writing between the Company and the Depositary), to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. Each Owner and Holder and Owner agrees to comply with any applicable law, including in both the United States and Israel, with regard to the notification to the Company of the holding or proposed holding of certain interests in American Depositary Shares and the obtaining of certain consents, to the same extent as if such Holder or Owner were a registered holder or beneficial owner of Shares. The Depositary is not required to take any action with respect to such compliance on behalf of any Holder or Owner, including the provision of the notification described below. Each Holder and Owner further agrees to comply with the provisions laws and regulations of applicable law, including in both the United States and Israelthe Republic of France (if and to the extent applicable) with respect to the disclosure requirements regarding beneficial ownership of Shares, all as if the American Depositary Shares were the Shares represented thereby, which may require that persons who hold a direct or indirect interest in 5% or more of is deemed to include, inter alia, requirements to make notifications and filings within the voting securities of the Company (including persons who hold such an interest through the holding of American Depositary Shares) give written notice of their interest and any subsequent changes in their interest required timeframes to the Company, to the Commission, to the French Autorité des Marchés Financiers and any other authorities in the United States or in the Republic of France. As The Company reserves the right to instruct Holders to deliver their American Depositary Shares for cancellation and withdrawal of the date Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders of the Company’s exercise of its rights under this Deposit Agreementparagraph and agrees to consult with, each Owner and Holder agreesprovide reasonable assistance without risk, if liability or expense on the part of the Depositary, to the Company on the manner or manners in which it instructs the Depositary to exercise voting may enforce such rights with respect to Deposited Shares, that it will comply with any applicable Israeli law requiring it to, inter alia, disclose any personal interest it might have in the matter on the agenda of the general meeting. The Company undertakes no obligations to update this Section to reflect changes in law that occur after the date of this Deposit AgreementHolder.

Appears in 5 contracts

Samples: Deposit Agreement (Erytech Pharma S.A.), Deposit Agreement (Erytech Pharma S.A.), Deposit Agreement (Erytech Pharma S.A.)

Disclosure of Interests. Owners and Holders may be subject to German and European Union law notification and mandatory transfer (“squeeze-out”) requirements regarding their holdings of American Depositary Shares and Shares and should acquaint themselves with applicable German and European Union law regarding such requirements. When required in order to comply with applicable laws and regulations (including the rules and requirements of any stock exchange on which the American Depositary Shares are or will be traded or listed, or the rules and requirements of any clearing system through which transactions in the American Depositary Shares may be settled) or the articles of association or similar document of the Company, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance, in each case within the time period prescribed by the Company. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts, at the Company's expense (unless otherwise agreed in writing between the Company and the Depositary), efforts to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. Each Holder and Owner agrees to comply with any applicable law, including in both the United States and Israel, with regard to the notification to The Depositary may charge the Company of the holding or proposed holding of certain interests in Shares a fee and the obtaining of certain consents, to the same extent as if such Holder or Owner were a registered holder or beneficial owner of Shares. The Depositary is not required to take any action its expenses for complying with respect to such compliance on behalf of any Holder or Owner, including the provision of the notification described belowrequests under this Section 3.4. Each Owner and Holder and Owner of American Depositary Shares further agrees to comply with the provisions of applicable law, including in both the United States laws and Israel, which may require that persons who hold a direct or indirect interest in 5% or more regulations of the voting securities European Union and the Federal Republic of the Company Germany (including persons who hold such an interest through the holding of American Depositary Shares) give written notice of their interest if and any subsequent changes in their interest to the Company. As of the date of this Deposit Agreement, each Owner and Holder agrees, if it instructs the Depositary to exercise voting rights extent applicable) with respect to Deposited the disclosure requirements regarding ownership or potential for ownership of Shares, that it will comply with any applicable Israeli law requiring it toall as if the American Depositary Shares were the Shares represented thereby, which is deemed to include, inter alia, disclose requirements to make notifications and filings within the required timeframes to the Company and any personal interest it might have in the matter on the agenda other authorities of the general meeting. The Company undertakes no obligations to update this Section to reflect changes in law that occur after European Union and the date Federal Republic of this Deposit AgreementGermany.

Appears in 4 contracts

Samples: Deposit Agreement (Mynaric AG), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (BioNTech SE)

Disclosure of Interests. When required in In order to comply with applicable laws and regulations or the articles of association or similar document of the Company, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts, at the Company's expense (unless otherwise agreed in writing between the Company and the Depositary), to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. Each Owner and Holder and Owner agrees to comply with any applicable law, including in both the United States and Israel, with regard to the notification to the Company of the holding or proposed holding of certain interests in American Depositary Shares and the obtaining of certain consents, to the same extent as if such Holder or Owner were a registered holder or beneficial owner of Shares. The Depositary is not required to take any action with respect to such compliance on behalf of any Holder or Owner, including the provision of the notification described below. Each Holder and Owner further agrees to comply with the provisions laws and regulations of applicable lawthe Republic of France (if and to the extent applicable) with respect to the disclosure requirements regarding beneficial ownership of Shares, including in both all as if the United States and IsraelAmerican Depositary Shares were the Shares represented thereby, which may require that persons who hold a direct or indirect interest in 5% or more of is deemed to include, inter alia, requirements to make notifications and filings within the voting securities of the Company (including persons who hold such an interest through the holding of American Depositary Shares) give written notice of their interest and any subsequent changes in their interest required timeframes to the Company, to the French Autorité des Marchés Financiers and any other authorities in the Republic of France. As The Company reserves the right to instruct Holders to deliver their American Depositary Shares for cancellation and withdrawal of the date Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders of the Company's exercise of its rights under this Deposit Agreementparagraph and agrees to consult with, each Owner and Holder agreesprovide reasonable assistance without risk, if liability or expense on the part of the Depositary, to the Company on the manner or manners in which it instructs the Depositary to exercise voting may enforce such rights with respect to Deposited Shares, that it will comply with any applicable Israeli law requiring it to, inter alia, disclose any personal interest it might have in the matter on the agenda of the general meeting. The Company undertakes no obligations to update this Section to reflect changes in law that occur after the date of this Deposit AgreementHolder.

Appears in 3 contracts

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

Disclosure of Interests. When required in In order to comply with applicable laws and regulations or the articles of association or similar document of the Company, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts, at the Company's expense (unless otherwise agreed in writing between the Company and the Depositary), to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. The Depositary may charge the Company a fee and its expenses for complying with requests under this Section 3.4. Each Holder and Owner agrees to comply with any applicable law, including in both the United States and Israel, with regard to the notification to the Company of the holding or proposed holding of certain interests in Shares and the obtaining of certain consents, to the same extent as if such Holder or Owner were a registered holder or beneficial owner of Shares. The Depositary is not required to take any action with respect to such compliance on behalf of any Holder or Owner, including the provision of the notification described below. Each Holder and Owner agrees to comply with the provisions of applicable law, including in both the United States and Israel, which may require that persons who hold a direct or indirect interest in 5% or more of the voting securities of the Company (including persons who hold such an interest through the holding of American Depositary Shares) give written notice of their interest and any subsequent changes in their interest to the Company. As of the date of this Deposit Agreement, each Owner and Holder agrees, if it instructs the Depositary to exercise voting rights with respect to Deposited Shares, that it will comply with any applicable Israeli law requiring it to, inter alia, disclose any personal interest it might have in the matter on the agenda of the general meeting. The Company undertakes no obligations to update this Section to reflect changes summary in law that occur after the date of this Deposit Agreementfuture.

Appears in 3 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Nano Dimension Ltd./Adr)

Disclosure of Interests. When required in order to comply with applicable laws and regulations or For purposes of this Paragraph (7), the articles of association or similar document of term "Shares" shall mean any shares issued by the Company, the Company may from time to time request each Owner including bearer and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holderregistered shares. The Depositary agrees to use reasonable efforts, at the Company's expense (unless otherwise agreed in writing between the Company and the Depositary), to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. Each Holder and Owner agrees to comply with any applicable law, including in both the United States and Israel, with regard to the notification to the Company of the holding or proposed holding of certain interests in Shares and the obtaining of certain consents, to the same extent as if such Holder or Owner were a registered holder or beneficial owner of Shares. The Depositary is not required to take any action with respect to such compliance on behalf of any Holder or Owner, including the provision of the notification described below. Each Holder and Owner hereof agrees to comply with the provisions Company's Articles of applicable lawAssociation, including as they may be amended from time to time ("Statuts"), and the laws of the Republic of France with respect to the disclosure requirements regarding ownership of Shares, all as if this Receipt were to the extent practicable the Shares represented hereby. As of the date of the Deposit Agreement, such disclosure requirements are as follows: Pursuant to the Company's Statuts, any person or entity that becomes or ceases to be the owner of Shares or shares assimilated to Shares (which include American Depositary Shares evidenced by this Receipt), as discussed below in both this Paragraph (7) equal to 1% of the United States voting rights of the Company or a multiple thereof must notify the Company by registered letter (return receipt requested) of the total number of Shares and Israelvoting rights held by it, which no later than 15 days after acquiring or selling such amount. In order to facilitate compliance with these notification requirements, a Holder or Beneficial Owner may require deliver such notification to the Depositary in respect to Shares represented by American Depositary Shares held by such Holder or Beneficial Owner and the Depositary shall, as soon as practicable after receipt thereof, forward such notification to the Company. In the event that persons who hold a direct holder fails to comply with the above requirements of the Company's Statuts, and upon request of a holder or indirect interest in holders of 5% or more of the voting securities rights of the Company Company, such holder shall not be permitted, in accordance with, and subject to the limitations provided under French law, to exercise voting rights or grant proxies therefor with respect to any Shares exceeding the above-mentioned thresholds at any shareholders' meeting for a period of two years from the date notification has been received. Pursuant to the Law on the Security and Transparency of Financial Markets of August 2, 1989, as amended, any person or entity acting alone or in concert with others that acquires, directly or indirectly, more than one-twentieth, one-tenth, one-fifth, one-third, one-half or two-thirds of the total number of Shares or voting rights (including persons who hold such an interest through the holding of or Shares or voting rights assimilated thereto (which include American Depositary SharesShares evidenced by this Receipt), as discussed below in this Paragraph (7)) must so notify the Company within 15 calendar days and the Conseil des Marches Financiers in each case after the date such threshold has been crossed of the number of Shares it holds and the voting rights attached thereto. A holder of Shares is also required to notify the Company and the Conseil des Marches Financiers if the percentage of Shares or voting rights owned by such Holder falls below the levels described in the previous sentence. In order to permit holders of Shares to give written the notice required by law, the Company is obligated to file with the Bulletin des Annonces Legales Obligatoires ("BALO") within 15 days of their interest and any subsequent changes in their interest the Company's annual general meeting, information with respect to the Company. As total number of votes available as of the date of this Deposit Agreement, each Owner and Holder agreessuch meeting. In addition, if it instructs the Depositary number of available votes changes by more than 5%, the Company is required to notify the BALO, within 15 days of such change, of the number of votes then available. In the event that a Holder or Beneficial Owner fails to comply with the requirements of the preceding paragraph, such Holder or Beneficial Owner will not be permitted, to exercise voting rights with respect to Deposited Shares, that it will comply with any applicable Israeli law requiring it to, inter alia, disclose Shares or securities representing Shares exceeding the above referenced thresholds as to which any personal interest it might have required disclosure (as set forth in the matter preceding paragraph) has not been made until the end of a two-year period following the date on the agenda which such Holder or Beneficial Owner has complied with such disclosure requirement. In addition, a French court may, under certain circumstances, eliminate all or part of the general meetingvoting rights of such Holder or Beneficial Owner for a period not to exceed five years, and such Holder or Beneficial Owner may be subject to criminal penalties. The Company undertakes no obligations to update this Section to reflect changes in law that occur after the date provisions of this Deposit AgreementParagraph (7) relating to Shares or voting rights held by a person or an entity also apply to (1) Shares or voting rights held by another person or entity on behalf of such person or entity, (ii) Shares or voting rights held by any company which is directly or indirectly controlled by such person or entity, (iii) Shares or voting rights held by a third party acting in concert with such person or entity, or (iv) Shares or voting rights that such person or entity, or any person or entity referred to in (i), (ii) or (iii) above, is entitled to acquire at its sole option by virtue of an agreement.

Appears in 3 contracts

Samples: Deposit Agreement (Groupe Danone), Amended and Restated Deposit Agreement (Groupe Danone), Deposit Agreement (Groupe Danone)

Disclosure of Interests. When required in order to comply with applicable laws and regulations (including the rules and requirements of any stock exchange on which the American Depositary Shares are, or will be traded or listed or the rules and requirements of any clearing system through which transactions in the American Depositary Shares may be settled) or the articles of association or similar document of the Company, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this SectionArticle. Each Holder consents to the disclosure by the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section Article relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts, at the Company's expense (unless otherwise agreed in writing between the Company and the Depositary)expense, to comply with written instructions requesting that the Depositary forward any request authorized under this Section Article to the Owners and to forward to the Company any responses it receives in response to that request. Each Owner and Holder and Owner agrees to comply with any applicable law, including in both the United States and Israel, with regard to the notification to the Company of the holding or proposed holding of certain interests in American Depositary Shares and the obtaining of certain consents, to the same extent as if such Holder or Owner were a registered holder or beneficial owner of Shares. The Depositary is not required to take any action with respect to such compliance on behalf of any Holder or Owner, including the provision of the notification described below. Each Holder and Owner further agrees to comply with the provisions of applicable law, including in both the United States laws and Israel, which may require that persons who hold a direct or indirect interest in 5% or more regulations of the voting securities Federal Republic of the Company Germany (including persons who hold such an interest through the holding of American Depositary Shares) give written notice of their interest if and any subsequent changes in their interest to the Company. As of the date of this Deposit Agreement, each Owner and Holder agrees, if it instructs the Depositary to exercise voting rights extent applicable) with respect to Deposited the disclosure requirements regarding ownership or potential for ownership of Shares, that it will comply with any applicable Israeli law requiring it toall as if the American Depositary Shares were the Shares represented thereby, which is deemed to include, inter alia, disclose requirements to make notifications and filings within the required timeframes to the Company and any personal interest it might have in the matter on the agenda other authorities of the general meeting. The Company undertakes no obligations to update this Section to reflect changes in law that occur after the date Federal Republic of this Deposit AgreementGermany.

Appears in 3 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Biofrontera AG), Deposit Agreement (Bank of New York / Adr Division)

Disclosure of Interests. When required in order to comply with applicable laws and regulations or the articles of association or similar document of the Company, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this SectionSection 3.4 of the Deposit Agreement. Each Holder consents to the disclosure to the Company by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this that Section relating to that Holder that is known to that Owner or other Holder. The Each Owner and Holder of American Depositary agrees to use reasonable efforts, at the Company's expense (unless otherwise agreed in writing between the Company and the Depositary), to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. Each Holder and Owner agrees to comply with any applicable law, including in both the United States and Israel, with regard to the notification to the Company of the holding or proposed holding of certain interests in Shares and the obtaining of certain consents, to the same extent as if such Holder or Owner were a registered holder or beneficial owner of Shares. The Depositary is not required to take any action with respect to such compliance on behalf of any Holder or Owner, including the provision of the notification described below. Each Holder and Owner further agrees to comply with the provisions laws and regulations of applicable law, including in both the United States and Israel, which may require that persons who hold a direct or indirect interest in 5% or more of the voting securities of the Company France (including persons who hold such an interest through the holding of American Depositary Shares) give written notice of their interest if and any subsequent changes in their interest to the Company. As of the date of this Deposit Agreement, each Owner and Holder agrees, if it instructs the Depositary to exercise voting rights extent applicable) with respect to Deposited the disclosure requirements regarding beneficial ownership of Shares, that it will comply with any applicable Israeli law requiring it toall as if the American Depositary Shares were the Shares represented thereby, which is deemed to include, inter alia, disclose requirements to make notifications and filings within the required timeframes to the Company, to the Commission, to the French Autorité des Marchés Financiers and any personal interest it might have other authorities in the matter on the agenda of the general meetingUnited States or in France. The Company undertakes no obligations reserves the right to update this Section instruct Owners and Holders to reflect changes in law that occur after deliver their American Depositary Shares for cancellation and withdrawal of the date Deposited Securities so as to permit the Company to deal directly with the Owner or Holder thereof as a holder of this Deposit AgreementShares, and Owners and Holders agree to comply with such instructions.

Appears in 2 contracts

Samples: Deposit Agreement (Genfit S.A.), Deposit Agreement (Bank of New York / Adr Division)

Disclosure of Interests. When required in order to comply with applicable laws and regulations or the articles of association or similar document of the Company, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) Notwithstanding any other matter where disclosure of such matter is required for that compliance. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts, at the Company's expense (unless otherwise agreed in writing between the Company and the Depositary), to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. Each Holder and Owner agrees to comply with any applicable law, including in both the United States and Israel, with regard to the notification to the Company of the holding or proposed holding of certain interests in Shares and the obtaining of certain consents, to the same extent as if such Holder or Owner were a registered holder or beneficial owner of Shares. The Depositary is not required to take any action with respect to such compliance on behalf of any Holder or Owner, including the provision of the notification described below. Each Holder and Owner agrees to comply with the provisions of applicable law, including in both the United States and Israel, which may require that persons who hold a direct or indirect interest in 5% or more of the voting securities of the Company (including persons who hold such an interest through the holding of American Depositary Shares) give written notice of their interest and any subsequent changes in their interest to the Company. As of the date of this Deposit Agreement, each Owner and Holder agreesof American Depositary Shares agrees to comply with requests from the Company pursuant to applicable laws and regulations regarding beneficial or other ownership of Deposited Securities, other Shares and other securities and agree to comply with all disclosure requirements and ownership limitations, to provide information, inter alia, as to the capacity in which such Owner or Holder owns American Depositary Shares (and Shares as the case may be) and regarding the identity of any other person(s) interested in such American Depositary Shares (and Shares, as the case may be) and the nature of such interest and various other matters, whether or not they are Owners or Holders at the time of such request and to comply with the Company’s Articles of Association (statuts) and any other organizational documents, as they may be amended from time to time. The Depositary shall provide reasonable assistance to the Company, at the Company’s request, in obtaining information sought by the Company pursuant to Section 3.4 of the Deposit Agreement. Each Owner and Holder of American Depositary Shares further agrees to comply with the laws and regulations of the Republic of France (if and to the extent applicable) with respect to the disclosure requirements regarding ownership or potential for ownership of Shares, all as if the American Depositary Shares were the Shares represented thereby, which is deemed to include, inter alia, requirements to make notifications and filings within the required timeframes to the Company, to the French Autorité des Marchés Financiers and any other authorities in the Republic of France. The Company reserves the right to instruct Holders to deliver their American Depositary Shares for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders of the Company's exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depositary, to the Company on the manner or manners in which it instructs the Depositary to exercise voting may enforce such rights with respect to Deposited Shares, that it will comply with any applicable Israeli law requiring it to, inter alia, disclose any personal interest it might have in the matter on the agenda of the general meeting. The Company undertakes no obligations to update this Section to reflect changes in law that occur after the date of this Deposit AgreementHolder.

Appears in 2 contracts

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

Disclosure of Interests. When required in order to comply with applicable laws and regulations or the articles of association or similar document of the Company, the (a) The Company may from time to time request each Owner and Holder Holders or former Holders to provide information as to the Depositary information relating to: (a) the capacity in which it holds American Depositary Sharesthey hold or held ADRs, (b) regarding the identity of any Holders or other persons or entities then or previously interested holding any beneficial or other interest in those American Depositary Shares such ADRs and the nature of those interests such interest and (c) various other matters, including, without limitation, information relating to nationality, residence and domicile, in order to ensure that ownership of Shares and other securities complies with the Articles. Notwithstanding any other matter where disclosure provision of the Deposit Agreement or this ADR, each Holder additionally agrees to comply with reasonable requests from the Company pursuant to English law, the rules and requirements of each stock exchange or automated quotation system on which the Shares are, or will be, registered or traded, or the Articles, which are made to provide information as to such matter is required for that compliancecapacity, identity and interests. Each Owner and such Holder agrees to provide all promptly any such information known to it in response to a request made pursuant to this Section. Each paragraph 6(a) whether or not still a Holder consents at the time of such request, in sufficient detail to enable the disclosure by Company to determine conclusively whether the Owner or any Holder is, and whether the ownership of Shares and other Holder through which it holds American Depositary Sharessecurities is, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holderin compliance with the Articles. The Depositary agrees to use its reasonable efforts, at the Company's expense (unless otherwise agreed in writing between the Company and the Depositary), efforts to comply with written instructions received from the Company requesting that the Depositary forward any such request authorized under this Section to such Holders (in some cases for further forwarding to beneficial owners holding ADSs through such Holder) and to the Owners last known address, if any, of such former Holders and to forward to the Company any responses to such requests received by the Depositary, and to use its reasonable efforts to assist the Company in obtaining such information with respect of the ADRs received from Holders, provided that nothing herein shall be interpreted as obligating the Depositary to provide or obtain any such information not provided to the Depositary or its agents appointed hereunder by such Holders or former Holders. To the extent that provisions of or governing any Deposited Securities or the applicable laws, rules or regulations of any governmental authority or the Articles may require the disclosure of or limit the beneficial or other ownership of Deposited Securities, other Shares and other securities and/or limit the aggregate number of securities deposited at any time and may provide for blocking transfer and voting or other rights to enforce such disclosure or limit such ownership or deposits, the Depositary shall use its reasonable efforts to comply with Company instructions as to American Depositary Receipts in respect of any such enforcement or limitation or any reversal of any conversion of Shares into ADRs, and Holders shall comply with all such disclosure requirements, ownership limitations and reversals and shall cooperate with the Depositary=s compliance with such Company instructions. (b) The Company may restrict transfers of the Shares where such transfer might result in ownership of Shares or other securities exceeding limits imposed by applicable law or the Articles. The Company may also restrict, in such manner as it receives deems appropriate, transfers of the ADSs where such transfer may result in response the total number of Shares represented by the ADSs together with any other Shares or other securities owned by one or more persons to exceed any such limits. Notwithstanding any inability of any party to physically restrict a transfer of ADSs, Holders agree contractually to abide by the Company=s instructions. The Company reserves the right to instruct Holders to deliver their ADRs (including those evidencing ADSs held by such Holder for any person or entity having a beneficial interest deriving from the ownership of an ADS) for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares. The Company may also refuse to allow such Holder to redeposit such Shares into the ADR facility and require such Holder to submit to the disenfranchisement or mandatory sale of such Shares in order that requestthe ownership of Shares and other securities of the Company by persons complies with the Articles. The Depositary agrees to cooperate with the Company in its efforts to inform Holders (on behalf of such Holders in their individual capacity and the beneficial owners who hold their ADSs through such Holders) of the Company=s exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk or expense on the part of the Depositary to, the Company on the manner or manners in which it may enforce such rights with respect to any Holder. Each holder acknowledges that, as of the date hereof, the Company's Articles limit the ownership of Shares (including Shares represented by ADSs) of the Company by persons who are foreigners (as defined in the Articles) to an individual foreign shareholding limit of 15% of all outstanding Shares. (c) Notwithstanding any provision of the Deposit Agreement or of this ADR and without limiting the foregoing, by being a Holder of an ADR, each such Holder agrees to provide such information as the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the Great Britain Companies Act 1985 (as amended from time to time and Owner including any statutory modification or re-enactment thereof, the "Companies Act") or the Articles. By accepting or holding this ADR, each Holder 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 non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Articles which currently include, the withdrawal of the voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, by accepting or holding this ADR each Holder agrees to comply with any applicable law, including in both the United States and Israel, provisions of the Companies Act with regard to the notification to the Company of the holding or proposed holding of certain interests in Shares and the obtaining of certain consentsShares, to the same extent as if such Holder or Owner were a registered holder or beneficial owner of Shares. The Depositary is not required to take any action with respect to such compliance on behalf of which currently provide, inter alia, that any Holder who is or Owner, including becomes directly or indirectly interested (within the provision meaning of the notification described below. Each Holder and Owner agrees to comply with the provisions of applicable law, including Companies Act) in both the United States and Israel, which may require that persons who hold a direct or indirect interest in 53% or more of the voting securities of outstanding Shares, or is aware that another person for whom it holds such ADRs is so interested, must within two business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change to the particulars previously notified) notify the Company (including persons who hold such an interest through as required by the holding Companies Act. After the relevant threshold is exceeded, similar notifications must be made in whole respect of American Depositary Shares) give written notice of their interest and any subsequent changes in their interest whole percentage figure increases or decreases, rounded down to the Company. As of the date of this Deposit Agreement, each Owner and Holder agrees, if it instructs the Depositary to exercise voting rights with respect to Deposited Shares, that it will comply with any applicable Israeli law requiring it to, inter alia, disclose any personal interest it might have in the matter on the agenda of the general meeting. The Company undertakes no obligations to update this Section to reflect changes in law that occur after the date of this Deposit Agreementnearest whole number.

Appears in 2 contracts

Samples: American Depositary Receipt (Adr) Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary), Deposit Agreement (Bae Systems PLC)

Disclosure of Interests. When required in In order to comply with applicable laws and regulations or the articles of association or similar document of the Company, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts, at the Company's expense (unless otherwise agreed in writing between the Company and the Depositary), to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. Each Owner and Holder and Owner agrees to comply with any applicable law, including in both the United States and Israel, with regard to the notification to the Company of the holding or proposed holding of certain interests in American Depositary Shares and the obtaining of certain consents, to the same extent as if such Holder or Owner were a registered holder or beneficial owner of Shares. The Depositary is not required to take any action with respect to such compliance on behalf of any Holder or Owner, including the provision of the notification described below. Each Holder and Owner further agrees to comply with the provisions laws and regulations of applicable law, including in both the United States and Israelthe Republic of France (if and to the extent applicable) with respect to the disclosure requirements regarding beneficial ownership of Shares, all as if the American Depositary Shares were the Shares represented thereby, which may require that persons who hold a direct or indirect interest in 5% or more of is deemed to include, inter alia, requirements to make notifications and filings within the voting securities of the Company (including persons who hold such an interest through the holding of American Depositary Shares) give written notice of their interest and any subsequent changes in their interest required timeframes to the Company, to the Commission, to the French Autorité des Marchés Financiers and any other authorities in the United States or in the Republic of France. As The Company reserves the right to instruct Holders to deliver their American Depositary Shares for cancellation and withdrawal of the date Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders of the Company's exercise of its rights under this Deposit Agreementparagraph and agrees to consult with, each Owner and Holder agreesprovide reasonable assistance without risk, if liability or expense on the part of the Depositary, to the Company on the manner or manners in which it instructs the Depositary to exercise voting may enforce such rights with respect to Deposited Shares, that it will comply with any applicable Israeli law requiring it to, inter alia, disclose any personal interest it might have in the matter on the agenda of the general meeting. The Company undertakes no obligations to update this Section to reflect changes in law that occur after the date of this Deposit AgreementHolder.

Appears in 2 contracts

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

Disclosure of Interests. When required in order To the extent that the provisions of or governing any Deposited Securities may require disclosure of or impose limits on beneficial or other ownership of Deposited Securities, other Shares and other securities and may provide for blocking transfer, voting or other rights to enforce such disclosure or limits, Holders, Beneficial Owners and all persons holding ADSs (or any interest therein) agree to comply with applicable laws all such disclosure requirements and regulations or ownership limitations and to comply with any reasonable Company instructions in respect thereof. The Company reserves the articles right to instruct Holders to deliver their ADSs for cancellation and withdrawal of association or similar document the Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders of the Company's exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depositary, to the Company on the manner or manners in which it may enforce such rights with respect to any Holder. The Company may from time to time request each Owner and Holder Holders or beneficial owners of an interest in ADRs to provide information as to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) such Holders own or owned ADRs and regarding the identity of any Holders or other persons or entities then or previously interested having a beneficial interest in those American Depositary Shares such ADRs and the nature of those interests such interest and (c) any various other matter where disclosure of such matter is required for that compliancematters. Each Owner and Holder agrees to provide all any information known to it in response to a request made requested by the Company or the Depositary pursuant to this Section. Each Holder consents to the disclosure by the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holderparagraph (6). The Depositary agrees to use comply with reasonable efforts, at the Company's expense (unless otherwise agreed in writing between written instructions received from time to time from the Company and the Depositary), to comply with written instructions requesting that the Depositary forward any request authorized under this Section such requests to the Owners Holders and to forward to the Company any responses it receives to such requests received by the Depositary. Notwithstanding any provision of the Deposit Agreement or of this ADR and without limiting the foregoing, by being a Holder of an ADR, each such Holder agrees to provide such information as the Company may request in response a disclosure notice (a "Disclosure Notice") given pursuant to that requestthe United Kingdom Companies Act 1985 (as amended from time to time and including any statutory modification or re-enactment thereof, the "Companies Act") or the Memorandum and Articles of Association of the Company (the "Articles of Association"). Each By accepting or holding this ADR, each Holder and Beneficial Owner agrees acknowledges that it understands that failure to comply with any applicable law, including a Disclosure Notice may result in both the United States and Israel, with regard to imposition of sanctions against the notification to the Company holder of the holding Shares in respect of which the non-complying person is or proposed holding was, or appears to be or has been, interested as provided in the Companies Act and the Articles of certain interests in Association which currently include, the withdrawal of the voting rights of such Shares and the obtaining imposition of certain consents, restrictions on the rights to the same extent as if receive dividends on and to transfer such Holder or Owner were a registered holder or beneficial owner of Shares. The Depositary is not required to take any action with respect to such compliance on behalf of any Holder In addition, by accepting or Owner, including the provision of the notification described below. Each holding this ADR each Holder and Beneficial Owner agrees to comply with the provisions of applicable lawthe Companies Act with regard to, including the notification to the Company of interests in both the United States and IsraelShares, which may require currently provide, inter alia, that persons any Holder who hold a direct is or indirect interest becomes directly or indirectly interested (within the meaning of the Companies Act) in 53% or more of the voting securities of outstanding Shares, or is aware that another person for whom it holds such ADRs is so interested, must within two business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change to the particulars previously notified) notify the Company (including persons who hold such an interest through as required by the holding Companies Act. After the relevant threshold is exceeded, similar notifications must be made in whole respect of American Depositary Shares) give written notice of their interest and any subsequent changes in their interest whole percentage figure increases or decreases, rounded down to the Company. As of the date of this Deposit Agreement, each Owner and Holder agrees, if it instructs the Depositary to exercise voting rights with respect to Deposited Shares, that it will comply with any applicable Israeli law requiring it to, inter alia, disclose any personal interest it might have in the matter on the agenda of the general meeting. The Company undertakes no obligations to update this Section to reflect changes in law that occur after the date of this Deposit Agreementnearest whole number.

Appears in 2 contracts

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

Disclosure of Interests. When required in order to comply with applicable laws and regulations or the articles of association or similar document of the CompanyCompany (as in effect from time to time) or the rules and regulations of the Nasdaq Copenhagen A/S, the Nasdaq Global Market or of any other stock exchange on which the Shares or American Depositary Shares are registered, traded or listed or any book-entry settlement system, the Company may from time to time request, and may from time to time request the Depositary to request, each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is is, in the Company’s reasonable opinion, required for that compliance. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts, at the Company's expense (unless otherwise agreed in writing between the Company and the Depositary), efforts to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. Each Holder and Owner agrees to comply with any applicable law, including in both the United States and Israel, with regard to the notification to The Depositary may charge the Company of a fee (to be agreed at the holding or proposed holding of certain interests in Shares time between the Company and the obtaining of certain consents, to the same extent as if such Holder or Owner were a registered holder or beneficial owner of Shares. The Depositary is not required to take any action Depositary) and its documented expenses for complying with respect to such compliance on behalf of any Holder or Owner, including the provision of the notification described belowrequests under this Section 3.4. Each Owner and Holder and Owner further agrees to comply with the provisions laws and regulations of applicable law, including in both the United States and Israel, which may require that persons who hold a direct or indirect interest in 5% or more of the voting securities of the Company Denmark (including persons who hold such an interest through the holding of American Depositary Shares) give written notice of their interest if and any subsequent changes in their interest to the Company. As of the date of this Deposit Agreement, each Owner and Holder agrees, if it instructs the Depositary to exercise voting rights extent applicable) with respect to Deposited the disclosure requirements regarding beneficial ownership of Shares, that it will comply with any applicable Israeli law requiring it toall as if the American Depositary Shares were the Shares represented thereby, including, inter alia, disclose requirements to make notifications and filings within the required timeframes to the Company, to the Commission, to the Danish Financial Supervisory Authority, the Danish Business Authority and any personal interest it might have other authorities in the matter on the agenda of the general meeting. The Company undertakes no obligations to update this Section to reflect changes United States or in law that occur after the date of this Deposit AgreementDenmark.

Appears in 2 contracts

Samples: Deposit Agreement (Orphazyme a/S), Deposit Agreement (Bank of New York / Adr Division)

Disclosure of Interests. When required in order to comply with applicable laws and regulations regulations, the rules and requirements of the Australian Securities Exchange, the Nasdaq Global Market or any other stock exchange on which the Shares or the American Depositary Shares are registered, traded or listed or any book-entry settlement system, or the articles of association or similar document of the Company, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is is, in the Company’s reasonable opinion, required for that compliance. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts, at the Company's expense (unless otherwise agreed in writing between the Company and the Depositary), efforts to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. Each Holder and Owner agrees to comply with any applicable law, including in both the United States and Israel, with regard to the notification to The Depositary may charge the Company of a fee (to be agreed at the holding or proposed holding of certain interests in Shares time between the Company and the obtaining of certain consents, to the same extent as if such Holder or Owner were a registered holder or beneficial owner of Shares. The Depositary is not required to take any action Depositary) and its documented expenses for complying with respect to such compliance on behalf of any Holder or Owner, including the provision of the notification described belowrequests under this Section 3.4. Each Owner and Holder and Owner of American Depositary Shares further agrees to comply with the provisions laws and regulations of applicable law, including in both the United States and IsraelAustralia (if and to the extent applicable) with respect to the disclosure requirements regarding beneficial ownership of Shares, which may require that persons who hold a direct or indirect interest in 5% or more of all as if the voting securities of the Company (including persons who hold such an interest through the holding of American Depositary Shares) give written notice of their interest Shares were the Shares represented thereby, including requirements to make notifications and any subsequent changes in their interest filings within the required timeframes to the Company. As of , to the date of this Deposit AgreementCommission, each Owner to the Australian Securities Exchange and Holder agrees, if it instructs the Depositary to exercise voting rights with respect to Deposited Shares, that it will comply with any applicable Israeli law requiring it to, inter alia, disclose any personal interest it might have other authorities in the matter on the agenda of the general meeting. The Company undertakes no obligations to update this Section to reflect changes United States or in law that occur after the date of this Deposit AgreementAustralia.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Opthea LTD)

Disclosure of Interests. When required in order To the extent that the provisions of or governing any Deposited Securities may require disclosure of or impose limits on beneficial or other ownership of Deposited Securities, other Shares and other securities and may provide for blocking transfer, voting or other rights to enforce such disclosure or limits, Holders, Beneficial Owners and all persons holding ADSs (or any interest therein) agree to comply with applicable laws all such disclosure requirements and regulations or ownership limitations and to comply with any reasonable Company instructions in respect thereof. The Company reserves the articles right to instruct Holders to deliver their ADSs for cancellation and withdrawal of association or similar document the Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders of the Company’s exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depositary, to the Company on the manner or manners in which it may enforce such rights with respect to any Holder. The Company may from time to time request each Owner and Holder Holders or beneficial owners of an interest in ADRs to provide information as to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) such Holders own or owned ADRs and regarding the identity of any Holders or other persons or entities then or previously interested having a beneficial interest in those American Depositary Shares such ADRs and the nature of those interests such interest and (c) any various other matter where disclosure of such matter is required for that compliancematters. Each Owner and Holder agrees to provide all any information known to it in response to a request made requested by the Company or the Depositary pursuant to this Section. Each Holder consents to the disclosure by the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holderparagraph (6). The Depositary agrees to use comply with reasonable efforts, at the Company's expense (unless otherwise agreed in writing between written instructions received from time to time from the Company and the Depositary), to comply with written instructions requesting that the Depositary forward any request authorized under this Section such requests to the Owners Holders and to forward to the Company any responses it receives to such requests received by the Depositary. Notwithstanding any provision of the Deposit Agreement or of this ADR and without limiting the foregoing, by being a Holder of an ADR, each such Holder agrees to provide such information as the Company may request in response a disclosure notice (a “Disclosure Notice”) given pursuant to that requestthe United Kingdom Companies Act 1985 (as amended from time to time and including any statutory modification or re-enactment thereof, the “Companies Act”) or the Memorandum and Articles of Association of the Company (the “Articles of Association”). Each By accepting or holding this ADR, each Holder and Beneficial Owner agrees acknowledges that it understands that failure to comply with any applicable law, including a Disclosure Notice may result in both the United States and Israel, with regard to imposition of sanctions against the notification to the Company holder of the holding Shares in respect of which the non-complying person is or proposed holding was, or appears to be or has been, interested as provided in the Companies Act and the Articles of certain interests in Association which currently include, the withdrawal of the voting rights of such Shares and the obtaining imposition of certain consents, restrictions on the rights to the same extent as if receive dividends on and to transfer such Holder or Owner were a registered holder or beneficial owner of Shares. The Depositary is not required to take any action with respect to such compliance on behalf of any Holder In addition, by accepting or Owner, including the provision of the notification described below. Each holding this ADR each Holder and Beneficial Owner agrees to comply with the provisions of applicable lawthe Companies Act with regard to, including the notification to the Company of interests in both the United States and IsraelShares, which may require currently provide, inter alia, that persons any Holder who hold a direct is or indirect interest becomes directly or indirectly interested (within the meaning of the Companies Act) in 53% or more of the voting securities of outstanding Shares, or is aware that another person for whom it holds such ADRs is so interested, must within two business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change to the particulars previously notified) notify the Company (including persons who hold such an interest through as required by the holding Companies Act. After the relevant threshold is exceeded, similar notifications must be made in whole respect of American Depositary Shares) give written notice of their interest and any subsequent changes in their interest whole percentage figure increases or decreases, rounded down to the Company. As of the date of this Deposit Agreement, each Owner and Holder agrees, if it instructs the Depositary to exercise voting rights with respect to Deposited Shares, that it will comply with any applicable Israeli law requiring it to, inter alia, disclose any personal interest it might have in the matter on the agenda of the general meeting. The Company undertakes no obligations to update this Section to reflect changes in law that occur after the date of this Deposit Agreementnearest whole number.

Appears in 2 contracts

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

Disclosure of Interests. Owners and Holders may be subject to German and European Union law notification and mandatory transfer (“squeeze-out”) requirements regarding their holdings of American Depositary Shares and Shares and should acquaint themselves with applicable German and European Union law regarding such requirements. When required in order to comply with applicable laws and regulations (including the rules and requirements of any stock exchange on which the American Depositary Shares are or will be traded or listed, or the rules and requirements of any clearing system through which transactions in the American Depositary Shares may be settled) or the articles of association or similar document of the Company, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance, in each case within the time period prescribed by the Company. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this SectionSection 3.4 of the Deposit Agreement. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this that Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts, at the Company's expense (unless otherwise agreed in writing between the Company and the Depositary), efforts to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. Each Owner and Holder and Owner agrees to comply with any applicable law, including in both the United States and Israel, with regard to the notification to the Company of the holding or proposed holding of certain interests in American Depositary Shares and the obtaining of certain consents, to the same extent as if such Holder or Owner were a registered holder or beneficial owner of Shares. The Depositary is not required to take any action with respect to such compliance on behalf of any Holder or Owner, including the provision of the notification described below. Each Holder and Owner further agrees to comply with the provisions of applicable law, including in both the United States laws and Israel, which may require that persons who hold a direct or indirect interest in 5% or more regulations of the voting securities European Union and the Federal Republic of the Company Germany (including persons who hold such an interest through the holding of American Depositary Shares) give written notice of their interest if and any subsequent changes in their interest to the Company. As of the date of this Deposit Agreement, each Owner and Holder agrees, if it instructs the Depositary to exercise voting rights extent applicable) with respect to Deposited the disclosure requirements regarding ownership or potential for ownership of Shares, that it will comply with any applicable Israeli law requiring it toall as if the American Depositary Shares were the Shares represented thereby, which is deemed to include, inter alia, disclose requirements to make notifications and filings within the required timeframes to the Company and any personal interest it might have in the matter on the agenda other authorities of the general meeting. The Company undertakes no obligations to update this Section to reflect changes in law that occur after European Union and the date Federal Republic of this Deposit AgreementGermany.

Appears in 2 contracts

Samples: Deposit Agreement (Mynaric AG), Deposit Agreement (Bank of New York / Adr Division)

Disclosure of Interests. When required in order to comply with applicable laws and regulations or the articles of association or similar document of the Company, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) Notwithstanding any other matter where disclosure of such matter is required for that compliance. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts, at the Company's expense (unless otherwise agreed in writing between the Company and the Depositary), to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. Each Holder and Owner agrees to comply with any applicable law, including in both the United States and Israel, with regard to the notification to the Company of the holding or proposed holding of certain interests in Shares and the obtaining of certain consents, to the same extent as if such Holder or Owner were a registered holder or beneficial owner of Shares. The Depositary is not required to take any action with respect to such compliance on behalf of any Holder or Owner, including the provision of the notification described below. Each Holder and Owner agrees to comply with the provisions of applicable law, including in both the United States and Israel, which may require that persons who hold a direct or indirect interest in 5% or more of the voting securities of the Company (including persons who hold such an interest through the holding of American Depositary Shares) give written notice of their interest and any subsequent changes in their interest to the Company. As of the date of this Deposit Agreement, each Owner and Holder agreesof American Depositary Shares agrees to comply with requests from the Company pursuant to applicable laws and regulations regarding beneficial or other ownership of Deposited Securities, other Shares and other securities and agree to comply with all disclosure requirements and ownership limitations, to provide information, inter alia, as to the capacity in which such Owner or Holder owns American Depositary Shares (and Shares as the case may be) and regarding the identity of any other person(s) interested in such American Depositary Shares (and Shares, as the case may be) and the nature of such interest and various other matters, whether or not they are Owners or Holders at the time of such request and to comply with the Company’s Articles of Association (statuts) and any other organizational documents, as they may be amended from time to time. The Depositary shall provide reasonable assistance to the Company, at the Company’s request, in obtaining information sought by the Company pursuant to this Section 3.4. Each Owner and Holder of American Depositary Shares further agrees to comply with the laws and regulations of the Republic of France (if and to the extent applicable) with respect to the disclosure requirements regarding ownership or potential for ownership of Shares, all as if the American Depositary Shares were the Shares represented thereby, which is deemed to include, inter alia, requirements to make notifications and filings within the required timeframes to the Company, to the French Autorité des Marchés Financiers and any other authorities in the Republic of France. The Company reserves the right to instruct Holders to deliver their American Depositary Shares for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders of the Company's exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depositary, to the Company on the manner or manners in which it instructs the Depositary to exercise voting may enforce such rights with respect to Deposited Shares, that it will comply with any applicable Israeli law requiring it to, inter alia, disclose any personal interest it might have in the matter on the agenda of the general meeting. The Company undertakes no obligations to update this Section to reflect changes in law that occur after the date of this Deposit AgreementHolder.

Appears in 2 contracts

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

Disclosure of Interests. When required in In order to comply with applicable laws and regulations or the articles of association or similar document of the Company, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts, at the Company's expense (unless otherwise agreed in writing between the Company and the Depositary), to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. Each Holder and Owner agrees to comply with any applicable law, including in both the United States and Israel, with regard to the notification to the Company of the holding or proposed holding of certain interests in Shares and the obtaining of certain consents, to the same extent as if such Holder or Owner were a registered holder or beneficial owner of Shares. The Depositary is not required to take any action with respect to such compliance on behalf of any Holder or Owner, including the provision of the notification described below. Each Holder and Owner agrees to comply with the provisions of applicable law, including in both the United States and Israel, which may require that persons who hold a direct or indirect interest in 5% or more of the voting securities of the Company (including persons who hold such an interest through the holding of American Depositary Shares) give written notice of their interest and any subsequent changes in their interest to the Company. As of the date of this Deposit Agreement, each Owner and Holder agrees, if it instructs the Depositary to exercise voting rights with respect to Deposited Shares, that it will comply with any applicable Israeli law requiring it to, inter alia, disclose any personal interest it might have in the matter on the agenda of the general meeting. The Company undertakes no obligations to update this Section to reflect changes summary in law that occur after the date of this Deposit Agreementfuture.

Appears in 2 contracts

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

Disclosure of Interests. When required in In order to comply with applicable laws and regulations or the articles of association or similar document of the Company, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts, at the Company's expense (unless otherwise agreed in writing between the Company and the Depositary), to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. Each Owner and Holder and Owner agrees to comply with any applicable law, including in both the United States and Israel, with regard to the notification to the Company of the holding or proposed holding of certain interests in American Depositary Shares and the obtaining of certain consents, to the same extent as if such Holder or Owner were a registered holder or beneficial owner of Shares. The Depositary is not required to take any action with respect to such compliance on behalf of any Holder or Owner, including the provision of the notification described below. Each Holder and Owner further agrees to comply with the provisions of applicable law, including in both the United States laws and Israel, which may require that persons who hold a direct or indirect interest in 5% or more regulations of the voting securities Republic of the Company France (including persons who hold such an interest through the holding of American Depositary Shares) give written notice of their interest if and any subsequent changes in their interest to the Company. As of the date of this Deposit Agreement, each Owner and Holder agrees, if it instructs the Depositary to exercise voting rights extent applicable) with respect to Deposited the disclosure requirements regarding beneficial ownership of Shares, that it will comply with any applicable Israeli law requiring it toall as if the American Depositary Shares were the Shares represented thereby, which is deemed to include, inter alia, disclose requirements to make notifications and filings within the required timeframes to the Company, to the French Autorité des Marchés Financiers and any personal interest it might have other authorities in the matter on the agenda Republic of the general meetingFrance. The Company undertakes no obligations reserves the right to update this Section instruct Holders to reflect changes in law that occur after deliver their American Depositary Shares for cancellation and withdrawal of the date Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of this Deposit AgreementShares and Holders agree to comply with such instructions.

Appears in 2 contracts

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

Disclosure of Interests. When required in order to comply with applicable laws and regulations or the articles of association or similar document of the CompanyCompany or the rules and regulations of the regulated market of Euronext in Paris, the Nasdaq Global Market or of any other stock exchange on which the Shares or American Depositary Shares are registered, traded or listed or any book-entry settlement system, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is is, in the Company’s reasonable opinion, required for that compliance. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts, at the Company's expense (unless otherwise agreed in writing between the Company and the Depositary), efforts to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. Each Holder and Owner agrees to comply with any applicable law, including in both the United States and Israel, with regard to the notification to The Depositary may charge the Company of the holding or proposed holding of certain interests in Shares a fee and the obtaining of certain consents, to the same extent as if such Holder or Owner were a registered holder or beneficial owner of Shares. The Depositary is not required to take any action its expenses for complying with respect to such compliance on behalf of any Holder or Owner, including the provision of the notification described belowrequests under this Section 3.4. Each Owner and Holder and Owner further agrees to comply with the provisions laws and regulations of applicable law, including in both the United States and Israelthe Republic of France (if and to the extent applicable) with respect to the disclosure requirements regarding beneficial ownership of Shares, all as if the American Depositary Shares were the Shares represented thereby, which may require that persons who hold a direct or indirect interest in 5% or more of is deemed to include, inter alia, requirements to make notifications and filings within the voting securities of the Company (including persons who hold such an interest through the holding of American Depositary Shares) give written notice of their interest and any subsequent changes in their interest required timeframes to the Company, to the Commission, to the French Autorité des Marchés Financiers and any other authorities in the United States or in the Republic of France. As The Company reserves the right to instruct an Owner or a Holder to deliver its American Depositary Shares for cancellation and withdrawal of the date Deposited Securities so as to permit the Company to deal directly with that Owner or Holder as a holder of Shares, and Owners and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Owners and Holders of the Company's exercise of its rights under this Deposit Agreementparagraph and agrees to consult with, each Owner and Holder agreesprovide reasonable assistance without risk, if liability or expense on the part of the Depositary, to the Company on the manner or manners in which it instructs the Depositary to exercise voting may enforce such rights with respect to Deposited Shares, that it will comply with any applicable Israeli law requiring it to, inter alia, disclose any personal interest it might have in the matter on the agenda of the general meeting. The Company undertakes no obligations to update this Section to reflect changes in law that occur after the date of this Deposit AgreementOwner or Holder.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Disclosure of Interests. When required in order to comply with applicable laws and regulations or the articles of association or similar document of the CompanyOrganizational Documents, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section, all as if the American Depositary Shares were the Shares represented thereby. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts, at the Company's expense (unless otherwise agreed in writing between the Company and the Depositary), efforts to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. Each The Depositary may charge the Company a fee and its expenses for complying with requests under this Section 3.4. The Company reserves the right to instruct a Holder to surrender its American Depositary Shares and Owner agrees withdraw the Deposited Securities represented thereby so as to permit the Company to deal with that Holder directly as a holder of Shares, and Holders agree to comply with any applicable law, including in both the United States and Israel, with regard to the notification to the Company an instruction of the holding or proposed holding of certain interests in Shares and the obtaining of certain consents, to the same extent as if such Holder or Owner were a registered holder or beneficial owner of Sharesthat kind. The Depositary is not required agrees to take any action with respect to such compliance on behalf of any Holder or Owner, including the provision of the notification described below. Each Holder and Owner agrees use reasonable efforts to comply with written instructions from the provisions of applicable law, including in both Company requesting that the United States and Israel, which may require that persons who hold Depositary forward a direct or indirect interest in 5% or more notice to Holders of the voting securities Company’s exercise of the Company (including persons who hold such an interest through the holding of American Depositary Shares) give written notice of their interest and any subsequent changes in their interest to the Company. As of the date of its rights under this Deposit Agreement, each Owner and Holder agrees, if it instructs the Depositary to exercise voting rights with respect to Deposited Shares, that it will comply with any applicable Israeli law requiring it to, inter alia, disclose any personal interest it might have in the matter on the agenda of the general meeting. The Company undertakes no obligations to update this Section to reflect changes in law that occur after the date of this Deposit Agreementparagraph.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

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Disclosure of Interests. When required in order Notwithstanding any other provision of the Deposit Agreement, each Owner and Beneficial Owner agrees, and the Depositary agrees, to comply with applicable the Company's Statuts, as they may be amended from time to time, and the laws of The Republic of France with respect to the disclosure requirements regarding ownership of Shares, all as if the Receipts were the Shares represented thereby. As of the date of the Deposit Agreement, such disclosure requirements are summarized as follows: Each Owner and regulations Beneficial Owner agrees to (a) promptly provide such information as the Company or the articles of association or similar document of the Company, the Company Depositary may request from time to time request each Owner and Holder pursuant to provide any applicable laws, regulations or the organizational or corporate documents of the Company (including, without limitation, French law, any applicable law of the United States, the Company Statuts, any resolutions of the Company’s Board of Directors adopted pursuant to such Statuts, the Depositary information relating to: (a) requirements of any markets or exchanges upon which the capacity in which it holds Shares, American Depositary SharesShares or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the American Depositary Shares or Receipts may be transferred), and (b) be bound by and subject to such laws, regulations, and organizational and corporate documents, to the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of same extent as if such matter is required for that compliance. Each Owner and Holder agrees to provide all information known to it Beneficial Owner held Shares directly, in response to a each case irrespective of whether or not they are Owners or Beneficial Owners at the time such request made pursuant to this Section. Each Holder consents to the disclosure by the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holdermade. The Depositary agrees to use its reasonable efforts, at efforts to forward upon the Company's expense (unless otherwise agreed in writing between request of the Company and any such request from the Depositary), to comply with written instructions requesting that the Depositary forward any request authorized under this Section Company to the Owners and to forward to the Company any such responses it receives in response to that requestsuch requests received by the Depositary. Each Holder and Owner agrees to comply with any applicable law, including in both Without limiting the United States and Israel, with regard to the notification to the Company generality of the holding or proposed holding of certain interests in Shares foregoing, each Owner and the obtaining of certain consents, to the same extent as if such Holder or Owner were a registered holder or beneficial owner of Shares. The Depositary is not required to take any action with respect to such compliance on behalf of any Holder or Beneficial Owner, including the provision of the notification described below. Each Holder and Owner acting alone or in concert, agrees to comply with the provisions Company’s Articles of applicable Association (statuts) and any other organizational document, as the same may be amended from time to time, and French law, with respect to disclosure requirements regarding ownership, and the potential for ownership (including in both the United States and Israelthrough any derivative instruments), of Shares including through American Depositary Shares, which may require is deemed to include inter alia requirements to make notifications and filings within the required time frames to the Company and the AMF. French law provides that persons who hold any individual or entity (including an Owner and Beneficial Owner of American Depositary Shares), acting alone or in concert with others, that acquires, directly or indirectly, more than one-twentieth (5%), one-tenth (10%), three twentieth (15%), one-fifth (20%), one-quarter (25%), three tenth (30%), one-third (33%), one-half (50%), two-thirds (66.66%), eighteen twentieth (90%) and nineteen twentieth (95%) of the share capital or the voting rights of the Company, or whose holdings fall below any such threshold, must notify the Company and the AMF, the administrative agency that has general regulatory authority over the French stock exchanges (no later than the close of the trading session of the fourth trading day following the crossing, upwards or downwards, of the relevant threshold), in particular, of the number of equity securities it holds and the voting rights attached thereto. In the case of a direct or indirect violation of the notification requirements provided for under French law, the undeclared share capital interest in 5% or more excess of the required notification threshold will be deprived of voting securities rights until the end of a two-year period following the date on which the owner thereof has complied with such notification requirement. In addition, any shareholder who fails to comply with the above requirements may have all or part of its voting rights suspended for up to five years by the commercial court at the request of the Company Company's chairman, any shareholder or the AMF. In addition, the Statuts provide that every shareholder (including persons who hold such an interest through the holding a holder of American Depositary Shares) give written notice who, directly or indirectly, acting alone or in concert with others, acquires ownership of their interest control of equity securities representing 0.5%, or any multiple of 0.5%, of the Company's share capital or voting rights, or whose holdings fall below any such limit, shall be required to notify the Company of such fact and of the securities giving access to the capital or the voting rights potentially attached to these securities, within 5 trading days of such acquisition or disposition by letter with acknowledgement of receipt. Failure to comply with such notification provisions will result in the application of the penalties provided for under French law in the case of a violation of a legal notification requirement (as described above) if requested (and recorded in the minutes of the relevant general meeting of shareholders) by one or more shareholders holding equity securities representing at least 5% of the Company's share capital or voting rights. Owners and Beneficial Owners of American Depositary Shares should provide any subsequent changes in their interest required notifications to the Company at its principal address as set forth on its website. In order to facilitate compliance with the notification requirements, an Owner or Beneficial Owner may deliver any notification to the Depositary with respect to Shares to which American Depositary Shares evidenced by Receipts relate, and the Depositary shall, as soon as practicable, forward such notification to the Company. As The Depositary agrees to furnish to the Company upon request a list of the date names, addresses and holdings of this Deposit Agreement, each Owner and Holder agrees, if it instructs American Depositary Shares by all persons in whose names Receipts are registered on the books of the Depositary to exercise voting rights maintained for such purpose, in accordance with respect to Deposited Shares, that it will comply with any applicable Israeli law requiring it to, inter alia, disclose any personal interest it might have in the matter on the agenda this paragraph and Section 4.10 of the general meeting. The Company undertakes no obligations to update this Section to reflect changes in law that occur after the date of this Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)

Disclosure of Interests. When required in In order to comply with applicable laws and regulations or the articles of association or similar document of the Company, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts, at the Company's expense (unless otherwise agreed in writing between the Company and the Depositary)expense, to comply with written instructions received from the Company requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. Each Holder and Owner agrees to comply To the extent practicable, the Depositary shall cooperate with any applicable law, including in both the United States and Israel, with regard to the notification to the Company in connection with the Company's enforcement of the holding or proposed holding of certain interests in Shares and the obtaining of certain consents, to the same extent as if such Holder or Owner were a registered holder or beneficial owner of Shares. The Depositary is not required to take any action with respect to such compliance on behalf of any Holder or Owner, including the provision of the notification described below. Each Holder and Owner agrees to comply with the provisions of applicable lawthe Hong Kong Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (“SFO”) and any other legislation or regulations of Hong Kong relating to disclosure of interests, including sanctions that the Company may invoke in both the United States event an Owner fails to provide certain requested information concerning interests in American Depositary Shares or Deposited Securities. Those sanctions may include limitations on the transfer of such Deposited Securities, provided, however, that the Depositary will have no duty to enforce sanctions imposed by the Company except to notify the relevant Owner of the sanction imposed by the Company. Each Owner and IsraelHolder agrees that in relation to any acquisition of, which may require that persons who hold a direct or indirect change in, interest in 5% or more of the voting securities of the Company Shares (including persons who hold such an interest through the holding of Shares represented by American Depositary Shares) give written notice ), such interest shall be disclosed in the manner required by the SFO and other regulations of their interest and any subsequent changes in their interest to the CompanyHong Kong. As of the date of this Deposit Agreement, each Each Owner and Holder agrees, if it instructs acknowledges and agrees that the Depositary does not have any responsibility or obligation to exercise voting rights with respect to Deposited Shares, that it will comply ensure the compliance by any person with any applicable Israeli law requiring it to, inter alia, disclose laws and regulations of Hong Kong or the rules of any personal interest it might have in the matter on the agenda of the general meeting. The Company undertakes no obligations to update this Section to reflect changes in law that occur after the date of this Deposit Agreementstock exchange.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Disclosure of Interests. When required in order to comply with applicable laws and regulations regulations, the rules and requirements of the regulated market of Euronext in Paris, the Nasdaq Global Market or any other stock exchange on which the Shares or the American Depositary Shares are registered, traded or listed or any book-entry settlement system, or the articles of association or similar document of the Company, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts, at the Company's expense (unless otherwise agreed in writing between the Company and the Depositary), efforts to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. Each Holder and Owner agrees to comply with any applicable law, including in both the United States and Israel, with regard to the notification to The Depositary may charge the Company of the holding or proposed holding of certain interests in Shares a fee and the obtaining of certain consents, to the same extent as if such Holder or Owner were a registered holder or beneficial owner of Shares. The Depositary is not required to take any action its expenses for complying with respect to such compliance on behalf of any Holder or Owner, including the provision of the notification described belowrequests under this Section 3.4. Each Owner and Holder and Owner of American Depositary Shares further agrees to comply with the provisions laws and regulations of applicable law, including in both the United States and IsraelFrance (if and to the extent applicable) with respect to the disclosure requirements regarding beneficial ownership of Shares, all as if the American Depositary Shares were the Shares represented thereby, which may require that persons who hold a direct or indirect interest in 5% or more of is deemed to include, inter alia, requirements to make notifications and filings within the voting securities of the Company (including persons who hold such an interest through the holding of American Depositary Shares) give written notice of their interest and any subsequent changes in their interest required timeframes to the Company, to the Commission, to the French Autorité des Marchés Financiers and any other authorities in the United States or in France. As The Company reserves the right to instruct Owners and Holders to deliver their American Depositary Shares for cancellation and withdrawal of the date Deposited Securities so as to permit the Company to deal directly with the Owner or Holder thereof as a holder of Shares, and Owners and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Owners and Holders of the Company’s exercise of its rights under this Deposit Agreementparagraph and agrees to consult with, each Owner and Holder agreesprovide reasonable assistance without risk, liability or expense on the part of the Depositary, to the Company on the manner or manners, if any, in which it instructs the Depositary to exercise voting may enforce such rights with respect to Deposited Shares, that it will comply with any applicable Israeli law requiring it to, inter alia, disclose any personal interest it might have in the matter on the agenda of the general meeting. The Company undertakes no obligations to update this Section to reflect changes in law that occur after the date of this Deposit AgreementOwner or Holder.

Appears in 1 contract

Samples: Deposit Agreement (Genfit S.A.)

Disclosure of Interests. When required in In order to comply with applicable laws law, rules and regulations (including, without limitation, the rules and requirements of any stock exchange on which the Shares or American Depositary Shares are, or will be, registered, traded or listed and of any clearing system through which transactions in the Shares or American Depositary Shares will be settled) or the articles of association or similar document of the Company, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts, at the Company's expense (unless otherwise agreed in writing between the Company and the Depositary)expense, to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. Each Owner and Holder and Owner agrees to comply with any applicable law, including in both the United States and Israel, with regard to the notification to the Company of the holding or proposed holding of certain interests in American Depositary Shares and the obtaining of certain consents, to the same extent as if such Holder or Owner were a registered holder or beneficial owner of Shares. The Depositary is not required to take any action with respect to such compliance on behalf of any Holder or Owner, including the provision of the notification described below. Each Holder and Owner further agrees to comply with the provisions of applicable law, including in both the United States laws and Israel, which may require that persons who hold a direct or indirect interest in 5% or more regulations of the voting securities Republic of the Company Finland (including persons who hold such an interest through the holding of American Depositary Shares) give written notice of their interest if and any subsequent changes in their interest to the Company. As of the date of this Deposit Agreement, each Owner and Holder agrees, if it instructs the Depositary to exercise voting rights extent applicable) with respect to Deposited the disclosure requirements regarding ownership or potential for ownership of Shares, that it will comply with all as if the American Depositary Shares were the Shares represented thereby, including any applicable Israeli law requiring it to, inter alia, disclose requirements to make notifications and filings within the required timeframes to the Company and any personal interest it might have other authorities in the matter on the agenda Republic of the general meeting. The Company undertakes no obligations to update this Section to reflect changes in law that occur after the date of this Deposit AgreementFinland.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Disclosure of Interests. When required in In order to comply with applicable laws laws, rules and regulations (including, without limitation, the rules and requirements of any stock exchange on which the Shares or American Depositary Shares are, or will be, registered, traded or listed and of any clearing system through which transactions in the Shares or American Depositary Shares will be settled) or the articles of association or similar document of the Company, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts, at the Company's expense (unless otherwise agreed in writing between the Company and the Depositary)expense, to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. Each Owner and Holder and Owner agrees to comply with any applicable law, including in both the United States and Israel, with regard to the notification to the Company of the holding or proposed holding of certain interests in American Depositary Shares and the obtaining of certain consents, to the same extent as if such Holder or Owner were a registered holder or beneficial owner of Shares. The Depositary is not required to take any action with respect to such compliance on behalf of any Holder or Owner, including the provision of the notification described below. Each Holder and Owner further agrees to comply with the provisions of applicable law, including in both the United States laws and Israel, which may require that persons who hold a direct or indirect interest in 5% or more regulations of the voting securities Republic of the Company Finland (including persons who hold such an interest through the holding of American Depositary Shares) give written notice of their interest if and any subsequent changes in their interest to the Company. As of the date of this Deposit Agreement, each Owner and Holder agrees, if it instructs the Depositary to exercise voting rights extent applicable) with respect to Deposited the disclosure requirements regarding ownership or potential for ownership of Shares, that it will comply with all as if the American Depositary Shares were the Shares represented thereby, including any applicable Israeli law requiring it to, inter alia, disclose requirements to make notifications and filings within the required timeframes to the Company and any personal interest it might have other authorities in the matter on the agenda Republic of the general meeting. The Company undertakes no obligations to update this Section to reflect changes in law that occur after the date of this Deposit AgreementFinland.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Disclosure of Interests. Owners and Holders may be subject to German law notification and mandatory transfer (“squeeze-out”) requirements regarding their holdings of American Depositary Shares and Shares and should acquaint themselves with applicable German law regarding such requirements. When required in order to comply with applicable laws and regulations (including the rules and requirements of any stock exchange on which the American Depositary Shares are or will be traded or listed, or the rules and requirements of any clearing system through which transactions in the American Depositary Shares may be settled) or the articles of association or similar document of the Company, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts, at the Company's expense (unless otherwise agreed in writing between the Company and the Depositary), efforts to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. Each Holder and Owner agrees to comply with any applicable law, including in both the United States and Israel, with regard to the notification to The Depositary may charge the Company of the holding or proposed holding of certain interests in Shares a fee and the obtaining of certain consents, to the same extent as if such Holder or Owner were a registered holder or beneficial owner of Shares. The Depositary is not required to take any action its expenses for complying with respect to such compliance on behalf of any Holder or Owner, including the provision of the notification described belowrequests under this Section 3.4. Each Owner and Holder and Owner of American Depositary Shares further agrees to comply with the provisions of applicable law, including in both the United States laws and Israel, which may require that persons who hold a direct or indirect interest in 5% or more regulations of the voting securities Federal Republic of the Company Germany (including persons who hold such an interest through the holding of American Depositary Shares) give written notice of their interest if and any subsequent changes in their interest to the Company. As of the date of this Deposit Agreement, each Owner and Holder agrees, if it instructs the Depositary to exercise voting rights extent applicable) with respect to Deposited the disclosure requirements regarding ownership or potential for ownership of Shares, that it will comply with any applicable Israeli law requiring it toall as if the American Depositary Shares were the Shares represented thereby, which is deemed to include, inter alia, disclose requirements to make notifications and filings within the required timeframes to the Company and any personal interest it might have in the matter on the agenda other authorities of the general meeting. The Company undertakes no obligations to update this Section to reflect changes in law that occur after the date Federal Republic of this Deposit AgreementGermany.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Disclosure of Interests. When required in order Notwithstanding any other provision of this Deposit Agreement, each Owner and Beneficial Owner agrees, and the Depositary agrees, to comply with applicable the Company's Statuts , as they may be amended from time to time, and the laws of The Republic of France with respect to the disclosure requirements regarding ownership of Shares, all as if the Receipts were the Shares represented thereby. As of the date of the Deposit Agreement, such disclosure requirements are summarized as follows: Each Owner and regulations Beneficial Owner agrees to (a) promptly provide such information as the Company or the articles of association or similar document of the Company, the Company Depositary may request from time to time request each Owner and Holder pursuant to provide any applicable laws, regulations or the organizational or corporate documents of the Company (including, without limitation, French law, any applicable law of the United States, the Company Statuts, any resolutions of the Company’s Board of Directors adopted pursuant to such Statuts, the Depositary information relating to: (a) requirements of any markets or exchanges upon which the capacity in which it holds Shares, American Depositary SharesShares or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the American Depositary Shares or Receipts may be transferred), and (b) be bound by and subject to such laws, regulations, and organizational and corporate documents, to the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of same extent as if such matter is required for that compliance. Each Owner and Holder agrees to provide all information known to it Beneficial Owner held Shares directly, in response to a each case irrespective of whether or not they are Owners or Beneficial Owners at the time such request made pursuant to this Section. Each Holder consents to the disclosure by the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holdermade. The Depositary agrees to use its reasonable efforts, at efforts to forward upon the Company's expense (unless otherwise agreed in writing between request of the Company and any such request from the Depositary), to comply with written instructions requesting that the Depositary forward any request authorized under this Section Company to the Owners and to forward to the Company any such responses it receives in response to that requestsuch requests received by the Depositary. Each Holder and Owner agrees to comply with any applicable law, including in both Without limiting the United States and Israel, with regard to the notification to the Company generality of the holding or proposed holding of certain interests in Shares foregoing, each Owner and the obtaining of certain consents, to the same extent as if such Holder or Owner were a registered holder or beneficial owner of Shares. The Depositary is not required to take any action with respect to such compliance on behalf of any Holder or Beneficial Owner, including the provision of the notification described below. Each Holder and Owner acting alone or in concert, agrees to comply with the provisions Company’s Articles of applicable Association (statuts) and any other organizational document, as the same may be amended from time to time, and French law, with respect to disclosure requirements regarding ownership, and the potential for ownership (including in both the United States and Israelthrough any derivative instruments), of Shares including through American Depositary Shares, which may require is deemed to include inter alia requirements to make notifications and filings within the required time frames to the Company and the French Autorité des Marchés Financiers (“AMF”). French law provides that persons who hold any individual or entity (including an Owner or Beneficial Owner of American Depositary Shares), acting alone or in concert with others, that acquires, directly or indirectly, more than one-twentieth (5%), one-tenth (10%), three twentieth (15%), one-fifth (20%), one-quarter (25%), three tenth (30%), one-third (33%), one-half (50%), two-thirds (66.66%), eighteen twentieth (90%) and nineteen twentieth (95%) of the share capital or the voting rights of the Company, or whose holdings fall below any such threshold, must notify the Company and the AMF, the administrative agency that has general regulatory authority over the French stock exchanges (no later than the close of the trading session of the fourth trading day following the crossing, upwards or downwards, of the relevant threshold), in particular, of the number of equity securities it holds and the voting rights attached thereto. In the case of a direct or indirect violation of the notification requirements provided for under French law, the undeclared share capital interest in 5% or more excess of the required notification threshold will be deprived of voting securities rights until the end of a two-year period following the date on which the owner thereof has complied with such notification requirement. In addition, any shareholder who fails to comply with the above requirements may have all or part of its voting rights suspended for up to five years by the commercial court at the request of the Company Company's chairman, any shareholder or the AMF. In addition, the Statuts provide that every shareholder (including persons who hold such an interest through the holding a holder of American Depositary Shares) give written notice who, directly or indirectly, acting alone or in concert with others, acquires ownership of their interest control of equity securities representing 0.5%, or any multiple of 0.5%, of the Company's share capital or voting rights, or whose holdings fall below any such limit, shall be required to notify the Company of such fact and of the securities giving access to the capital or the voting rights potentially attached to these securities, within 5 trading days of such acquisition or disposition by letter with acknowledgement of receipt. Failure to comply with such notification provisions will result in the application of the penalties provided for under French law in the case of a violation of a legal notification requirement (as described above) if requested (and recorded in the minutes of the relevant general meeting of shareholders) by one or more shareholders holding equity securities representing at least 5% of the Company's share capital or voting rights. Owners and Beneficial Owners of American Depositary Shares should provide any subsequent changes in their interest required notifications to the Company at its principal address as set forth on its website. In order to facilitate compliance with the notification requirements, an Owner or Beneficial Owner may deliver any notification to the Depositary with respect to Shares to which American Depositary Shares evidenced by Receipts relate, and the Depositary shall, as soon as practicable, forward such notification to the Company. As The Depositary agrees to furnish to the Company upon request a list of the date names, addresses and holdings of this Deposit Agreement, each Owner and Holder agrees, if it instructs American Depositary Shares by all persons in whose names Receipts are registered on the books of the Depositary to exercise voting rights maintained for such purpose, in accordance with respect to Deposited Shares, that it will comply with any applicable Israeli law requiring it to, inter alia, disclose any personal interest it might have in the matter on the agenda of the general meeting. The Company undertakes no obligations to update this paragraph and Section to reflect changes in law that occur after the date of this Deposit Agreement4.10 hereof.

Appears in 1 contract

Samples: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)

Disclosure of Interests. When required in order To the extent that the provisions of or governing any Deposited Securities may require disclosure of or impose limits on beneficial or other ownership of Deposited Securities, other Shares and other securities and may provide for blocking transfer, voting or other rights to enforce such disclosure or limits, Owners and Beneficial Owners agree to comply with applicable laws all such disclosure requirements and regulations or the articles of association or similar document of the Company, the ownership limitations and to comply with any reasonable Company instructions in respect thereof. The Company may from time to time request each Owner and Holder Owners to provide information as to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) such Owners own or owned Receipts and regarding the identity of any Holders or other persons or entities then or previously interested having a beneficial interest in those American Depositary Shares such Receipts and the nature of those interests such interest and (c) any various other matter where disclosure of such matter is required for that compliancematters. Each Owner and Holder agrees to provide all any information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure requested by the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made Company pursuant to this Section relating to that Holder that is known to that Owner or other Holder3.04. The Depositary agrees to use comply with reasonable efforts, at the Company's expense (unless otherwise agreed in writing between written instructions received from time to time from the Company and the Depositary), to comply with written instructions requesting that the Depositary forward any request authorized under this Section such requests to the Owners and to forward to the Company any such responses it receives in response to that requestsuch requests received by the Depositary. Each Holder and Owner agrees to provide any information requested pursuant to this Section 3.04. The Company reserves the right to instruct Owners and Beneficial Owners to deliver their American Depositary Shares for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Owner and/or Beneficial Owner as a holder of Shares and Owners and Beneficial Owners agree to comply with any applicable lawsuch instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Owners of the Company's exercise of its rights under this Section 3.04 and agrees to consult with, including in both and provide reasonable assistance without risk, liability or expense on the United States and Israelpart of the Depositary, with regard to the notification to the Company of on the holding manner or proposed holding of certain interests manners in Shares and the obtaining of certain consents, to the same extent as if which it may enforce such Holder or Owner were a registered holder or beneficial owner of Shares. The Depositary is not required to take any action with respect to such compliance on behalf of any Holder or Owner, including the provision of the notification described below. Each Holder and Owner agrees to comply with the provisions of applicable law, including in both the United States and Israel, which may require that persons who hold a direct or indirect interest in 5% or more of the voting securities of the Company (including persons who hold such an interest through the holding of American Depositary Shares) give written notice of their interest and any subsequent changes in their interest to the Company. As of the date of this Deposit Agreement, each Owner and Holder agrees, if it instructs the Depositary to exercise voting rights with respect to Deposited Shares, that it will comply with any applicable Israeli law requiring it to, inter alia, disclose any personal interest it might have in the matter on the agenda of the general meeting. The Company undertakes no obligations to update this Section to reflect changes in law that occur after the date of this Deposit AgreementOwner.

Appears in 1 contract

Samples: Deposit Agreement (Open Joint Stock Co Long Distance & Internat Comm Rostelecom)

Disclosure of Interests. When required in order to comply with applicable laws and regulations or the articles of association or similar document of the CompanyCompany (as in effect from time to time) or the rules and regulations of the Oslo Børs, the Nasdaq Stock Market LLC or of any other stock exchange on which the Shares or American Depositary Shares are registered, traded or listed or any book-entry settlement system, the Company may from time to time request, and may from time to time request the Depositary to request, each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests interests, (c) if for any reason, the proportion of the Shares such Owner or Holder owns reaches, exceeds or falls below the thresholds specified under Norwegian law and (cd) any other matter where disclosure of such matter is is, in the Company’s reasonable opinion, required for that compliance. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts, at the Company's expense (unless otherwise agreed in writing between the Company and the Depositary), efforts to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. Each Holder and Owner agrees to comply with any applicable law, including in both the United States and Israel, with regard to the notification to The Depositary may charge the Company of the holding or proposed holding of certain interests in Shares an agreed upon fee and the obtaining of certain consents, to the same extent as if such Holder or Owner were a registered holder or beneficial owner of Shares. The Depositary is not required to take any action its documented expenses for complying with respect to such compliance on behalf of any Holder or Owner, including the provision of the notification described belowrequests under this Section 3.4. Each Owner and Holder and Owner further agrees to comply with the provisions laws and regulations of applicable law, including in both the United States and IsraelNorway (if and to the extent applicable) with respect to the disclosure requirements regarding beneficial ownership of Shares, which may require that persons who hold a direct or indirect interest in 5% or more of all as if the voting securities of the Company (including persons who hold such an interest through the holding of American Depositary Shares) give written notice of their interest Shares were the Shares represented thereby, including requirements to make notifications and any subsequent changes in their interest filings within the required timeframes to the Company, to the Commission, to the Financial Supervisory Authority of Norway and any other authorities in the United States or in Norway. As The Company reserves the right to instruct an Owner or a Holder to deliver its American Depositary Shares for cancellation and withdrawal of the date Deposited Securities so as to permit the Company to deal directly with that Owner or Holder as a holder of Shares, and Owners and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Owners and Holders of the Company's exercise of its rights under this Deposit Agreementparagraph and agrees to consult with, each Owner and Holder agreesprovide reasonable assistance without risk, if liability or expense on the part of the Depositary, to the Company on the manner or manners in which it instructs the Depositary to exercise voting may enforce such rights with respect to Deposited Shares, that it will comply with any applicable Israeli law requiring it to, inter alia, disclose any personal interest it might have in the matter on the agenda of the general meeting. The Company undertakes no obligations to update this Section to reflect changes in law that occur after the date of this Deposit AgreementOwner or Holder.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Disclosure of Interests. When required in order to comply with applicable laws and regulations (including the rules and regulations of any stock exchange on which the Shares are, or will be, traded or listed, or the rules and requirements of any clearing system through which transactions in the Shares may be settled) or the articles of association or similar document of the CompanyCompany as in effect from time to time, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section 3.4 of the Deposit Agreement relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts, at the Company's expense (unless otherwise agreed in writing between the Company and the Depositary)expense, to comply with written instructions requesting that the Depositary forward any request authorized under this Section 3.4 of the Deposit Agreement to the Owners and to forward to the Company any responses it receives in response to that request. Each Holder and Owner agrees to comply with any applicable law, including in both the United States and Israel, with regard to the notification to The Depositary may charge the Company a fee and its expenses for complying with requests under Section 3.4 of the holding Deposit Agreement. If the Company notifies the Depositary that it restricts rights to vote or proposed holding of certain interests in Shares and the obtaining of certain consents, to the same extent as if such Holder or Owner were a registered holder or beneficial owner of Shares. The Depositary is not required to take any action transfer Deposited Securities with respect to such compliance on behalf of any Holder or Owner, including the provision which a disclosure request of the notification described below. Each Holder and Owner agrees kind referred to comply with the provisions of applicable law, including in both the United States and Israel, which may require that persons who hold a direct or indirect interest in 5% or more Section 3.4 of the voting securities of Deposit Agreement has not been complied with, the Depositary shall use reasonable efforts to follow instructions it receives from the Company (including persons who hold such an interest through the holding of American Depositary Shares) to give written notice of their interest and any subsequent changes in their interest effect to those restrictions to the Company. As of the date of this Deposit Agreement, each Owner and Holder agrees, if it instructs the Depositary to exercise voting rights with respect to Deposited Shares, that it will comply with any applicable Israeli law requiring it to, inter alia, disclose any personal interest it might have in the matter on the agenda of the general meeting. The Company undertakes no obligations to update this Section to reflect changes in law that occur after the date of this Deposit Agreementextent practicable.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Disclosure of Interests. When required in order to comply with applicable laws and regulations or the articles of association or similar document of the CompanyCompany or the rules and regulations of the Euronext Paris stock exchange, the Nasdaq Global Market or of any other stock exchange on which the Shares or American Depositary Shares are registered, traded or listed or any book-entry settlement system, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this SectionSection 3.4 of the Deposit Agreement. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this that Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts, at the Company's expense (unless otherwise agreed in writing between the Company Each Owner and the Depositary), to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. Each Holder and Owner agrees to comply with any applicable law, including in both the United States and Israel, with regard to the notification to the Company of the holding or proposed holding of certain interests in Shares and the obtaining of certain consents, to the same extent as if such Holder or Owner were a registered holder or beneficial owner of Shares. The Depositary is not required to take any action with respect to such compliance on behalf of any Holder or Owner, including the provision of the notification described below. Each Holder and Owner further agrees to comply with the provisions laws and regulations of applicable law, including in both the United States and Israel, which may require that persons who hold a direct or indirect interest in 5% or more the Republic of the voting securities of the Company France (including persons who hold such an interest through the holding of American Depositary Shares) give written notice of their interest if and any subsequent changes in their interest to the Company. As of the date of this Deposit Agreement, each Owner and Holder agrees, if it instructs the Depositary to exercise voting rights extent applicable) with respect to Deposited the disclosure requirements regarding beneficial ownership of Shares, that it will comply with any applicable Israeli law requiring it toall as if the American Depositary Shares were the Shares represented thereby, which is deemed to include, inter alia, disclose requirements to make notifications and filings within the required timeframes to the Company, to the Commission, to the French Autorité des Marchés Financiers and any personal interest it might have other authorities in the matter on United States or in the agenda Republic of the general meetingFrance. The Company undertakes no obligations reserves the right to update this Section instruct an Owner or Holder to reflect changes in law deliver its American Depositary Shares for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with that occur after the date Owner or Holder as a holder of this Deposit AgreementShares, and Owners and Holders agree to comply with such instructions.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Disclosure of Interests. Owners and Holders may be subject to German law notification and mandatory transfer (“squeeze-out”) requirements regarding their holdings of American Depositary Shares and Shares and should acquaint themselves with applicable German law regarding such requirements. When required in order to comply with applicable laws and regulations (including the rules and requirements of any stock exchange on which the American Depositary Shares are or will be traded or listed, or the rules and requirements of any clearing system through which transactions in the American Depositary Shares may be settled) or the articles of association or similar document of the Company, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance. Each Owner and Holder Hxxxxx agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts, at the Company's expense (unless otherwise agreed in writing between the Company and the Depositary), efforts to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. Each Holder and Owner agrees to comply with any applicable law, including in both the United States and Israel, with regard to the notification to The Depositary may charge the Company of the holding or proposed holding of certain interests in Shares a fee and the obtaining of certain consents, to the same extent as if such Holder or Owner were a registered holder or beneficial owner of Shares. The Depositary is not required to take any action its expenses for complying with respect to such compliance on behalf of any Holder or Owner, including the provision of the notification described belowrequests under this Section 3.4. Each Owner and Holder and Owner of American Depositary Shares further agrees to comply with the provisions of applicable law, including in both the United States laws and Israel, which may require that persons who hold a direct or indirect interest in 5% or more regulations of the voting securities Federal Republic of the Company Germany (including persons who hold such an interest through the holding of American Depositary Shares) give written notice of their interest if and any subsequent changes in their interest to the Company. As of the date of this Deposit Agreement, each Owner and Holder agrees, if it instructs the Depositary to exercise voting rights extent applicable) with respect to Deposited the disclosure requirements regarding ownership or potential for ownership of Shares, that it will comply with any applicable Israeli law requiring it toall as if the American Depositary Shares were the Shares represented thereby, which is deemed to include, inter alia, disclose requirements to make notifications and filings within the required timeframes to the Company and any personal interest it might have in the matter on the agenda other authorities of the general meeting. The Company undertakes no obligations to update this Section to reflect changes in law that occur after the date Federal Republic of this Deposit AgreementGermany.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Disclosure of Interests. When required in order to comply with applicable laws and regulations regulations, the rules and requirements of the regulated market of Euronext in Paris, the Nasdaq Global Market or any other stock exchange on which the Shares or the American Depositary Shares are registered, traded or listed or any book-entry settlement system, or the articles of association or similar document of the Company, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts, at the Company's expense (unless otherwise agreed in writing between the Company and the Depositary), efforts to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. Each Holder and Owner agrees to comply with any applicable law, including in both the United States and Israel, with regard to the notification to The Depositary may charge the Company of the holding or proposed holding of certain interests in Shares a fee and the obtaining of certain consents, to the same extent as if such Holder or Owner were a registered holder or beneficial owner of Shares. The Depositary is not required to take any action its expenses for complying with respect to such compliance on behalf of any Holder or Owner, including the provision of the notification described belowrequests under this Section 3.4. Each Owner and Holder and Owner of American Depositary Shares further agrees to comply with the provisions laws and regulations of applicable law, including in both the United States and IsraelFrance (if and to the extent applicable) with respect to the disclosure requirements regarding beneficial ownership of Shares, all as if the American Depositary Shares were the Shares represented thereby, which may require that persons who hold a direct or indirect interest in 5% or more of is deemed to include, inter alia, requirements to make notifications and filings within the voting securities of the Company (including persons who hold such an interest through the holding of American Depositary Shares) give written notice of their interest and any subsequent changes in their interest required timeframes to the Company, to the Commission, to the French Autorité des Marchés Financiers and any other authorities in the United States or in France. As The Company reserves the right to instruct Owners and Holders to deliver their American Depositary Shares for cancellation and withdrawal of the date Deposited Securities so as to permit the Company to deal directly with the Owner or Holder thereof as a holder of Shares, and Owners and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Owners and Holders of the Company's exercise of its rights under this Deposit Agreementparagraph and agrees to consult with, each Owner and Holder agreesprovide reasonable assistance without risk, liability or expense on the part of the Depositary, to the Company on the manner or manners, if any, in which it instructs the Depositary to exercise voting may enforce such rights with respect to Deposited Shares, that it will comply with any applicable Israeli law requiring it to, inter alia, disclose any personal interest it might have in the matter on the agenda of the general meeting. The Company undertakes no obligations to update this Section to reflect changes in law that occur after the date of this Deposit AgreementOwner or Holder.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

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