Disclosure of Interests. Notwithstanding any other provision of this Deposit Agreement, and without prejudice to the disclosure obligations in respect of Shares contained in the Articles and the Companies Xxx 0000 of Great Britain, as amended from time to time, (the "Companies Act") and the remedies of the Company under the Articles and the Companies Act for noncompliance therewith, each Holder agrees to comply with requests from the Company or the Depositary made under the Articles or the Companies Act as it currently exists at the date of this Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide information, inter alia, as to the capacity in which such Holder owns Receipts and regarding the identity of any other person interested (as defined in the Companies Act) in such Receipts and the nature of such interest. Each Holder acknowledges that failure to comply with such a request may result, inter alia, in the withdrawal of the voting rights attaching to the Shares underlying such Holder's Receipts and, if such Shares represent 0.25 percent or more of the issued Shares, the imposition of restrictions on the rights to transfer, or to receive distributions relating to, the Shares underlying such Receipts. The Depositary agrees to use its reasonable best efforts to forward any such requests from the Holder or to take any other reasonable actions specified by the Company to obtain such information. In addition, any Holder of a Receipt who is or becomes directly or indirectly interested (within the meaning of the Companies Act) in 3% or more (or such other amount as may be required by the Companies Act) of the outstanding Shares, or is aware that another person for whom it holds such Receipt is so interested, shall within two business days (or such other time as may be required by the Companies Act) after becoming so interested or so aware, and thereafter upon certain changes in such interest, notify the Company as required by the Companies Act.
Appears in 5 contracts
Samples: Deposit Agreement (Mitchells & Butlers PLC), Deposit Agreement (Mitchells & Butlers PLC), Deposit Agreement (Intercontinental Hotels Group PLC)
Disclosure of Interests. Notwithstanding any other provision of this the Deposit Agreement, and without prejudice to the disclosure obligations in respect of Shares contained in the Articles and the Companies Xxx 0000 of Great Britain, as amended from time to time, Britain (the "Companies Act") and the remedies of the Company under the Articles and the Companies Act for noncompliance therewith, each Holder agrees to comply with requests from the Company or the Depositary made under the Articles or the Companies Act as it currently exists at the date of this the Deposit Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide information, inter alia, information as to the capacity in which such Holder owns Receipts and regarding the identity of any other person interested (as defined in the Companies Act) in such Receipts and the nature of such interest. Each Holder acknowledges that failure to comply with such a request may result, inter alia, in the withdrawal of the voting rights attaching to the Shares underlying such Holder's Receipts and, if such Shares represent 0.25 percent or more of the issued Shares, the imposition of restrictions on the rights to transfer, or to receive distributions relating to, the Shares underlying such Receipts. The Depositary agrees to use its reasonable best efforts to forward any such requests from the Holder or to take any other reasonable actions specified by the Company to obtain such information. In addition, any Holder holder of a Receipt who is or becomes directly or indirectly interested (within the meaning of the Companies Act) in 3% or more (or such other amount as may be required by the Companies Act) of the outstanding Shares, or is aware that another person for whom it holds such Receipt is so interested, shall within two business days (or such other time as may be required by the Companies Act) after becoming so interested or so aware, and thereafter upon certain changes in such interest, notify the Company as required by the Companies Act.
Appears in 5 contracts
Samples: Deposit Agreement (Mitchells & Butlers PLC), Deposit Agreement (Mitchells & Butlers PLC), Deposit Agreement (Mitchells & Butlers PLC)
Disclosure of Interests. To the extent that the provisions of or governing or to which such Deposited Securities are otherwise subject 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 and all persons holding ADRs agree to comply with all such disclosure requirements and ownership limitations and to cooperate with the Depositary in the Depositary's compliance with any Company instructions in respect thereof, and the Depositary will use reasonable efforts to comply with such Company instructions. Notwithstanding any other provision of the Deposit Agreement or of this Deposit Agreement, ADR and without prejudice 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 disclosure obligations in respect of Shares contained in the Articles and the Great Britain Companies Xxx 0000 of Great Britain, Act 1985 (as amended from time to timetime and including any statutory modification or re-enactment thereof, (the "Companies Act") and or the remedies Articles of Association of the Company under the Articles and the Companies Act for noncompliance therewithCompany. By accepting or holding this ADR, each Holder agrees to comply with requests from the Company or the Depositary made under the Articles or the Companies Act as acknowledges that it currently exists at the date of this Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide information, inter alia, as to the capacity in which such Holder owns Receipts and regarding the identity of any other person interested (as defined in the Companies Act) in such Receipts and the nature of such interest. Each Holder acknowledges understands that failure to comply with such a request Disclosure Notice may resultresult in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, inter aliaor appears to be or has been, interested as provided in the Companies Act and the Articles of Association which currently include, the withdrawal of the voting rights attaching to the Shares underlying such Holder's Receipts and, if of such Shares represent 0.25 percent or more of the issued Shares, and the imposition of restrictions on the rights to transfer, or receive dividends on and to receive distributions relating to, the Shares underlying transfer such Receipts. The Depositary agrees to use its reasonable best efforts to forward any such requests from the Holder or to take any other reasonable actions specified by the Company to obtain such informationShares. In addition, by accepting or holding this ADR each Holder agrees to comply with the provisions of the Companies Act with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that any Holder of a Receipt who is or becomes directly or indirectly interested (within the meaning of the Companies Act) in 3% or more (or such other amount as may be required by the Companies Act) of the outstanding Shares, or is aware that another person for whom it holds such Receipt ADRs is so interested, shall must within two business days (or such other time as may be required by the Companies Act) after becoming so interested or so aware, aware (and thereafter in certain circumstances upon certain changes in such interest, any change to the particulars previously notified) notify the Company as required by the Companies Act. After the relevant threshold is exceeded, similar notifications must be made in whole respect of whole percentage figure increases or decreases, rounded down to the nearest whole number.
Appears in 5 contracts
Samples: Deposit Agreement (Shire Ltd.), Deposit Agreement (Shire PLC), Deposit Agreement (Shire PLC)
Disclosure of Interests. Notwithstanding any other provision of this Deposit Agreement, each Owner and without prejudice Beneficial Owner agrees to be bound by and subject to the Memorandum and Articles of Association of the Issuer (to the same extent as if such American Depositary Shares evidenced by such Receipt were the Shares represented by such American Depositary Shares evidenced by such Receipt, provided, however, that such provisions shall apply to such persons only to the extent feasible), and to provide such information as the Issuer may request in a disclosure obligations notice (a "Disclosure Notice") given pursuant to statutory provisions of English law or the Memorandum and Articles of Association. Failure of an Owner or Beneficial Owner to provide in a timely fashion information requested in any Disclosure Notice may, in the Issuer's sole discretion, result in the withholding of certain rights in respect of such Owner or Beneficial Owner's American Depositary Shares contained (including voting rights and certain rights as to dividends in the Articles and the Companies Xxx 0000 of Great Britain, as amended from time to time, (the "Companies Act") and the remedies respect of the Company under the Articles and the Companies Act for noncompliance therewith, each Holder agrees to comply with requests from the Company or the Shares represented by such American Depositary made under the Articles or the Companies Act as it currently exists at the date of this Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide information, inter alia, as to the capacity in which such Holder owns Receipts and regarding the identity of any other person interested (as defined in the Companies Act) in such Receipts and the nature of such interest. Each Holder acknowledges that failure to comply with such a request may result, inter alia, in the withdrawal of the voting rights attaching to the Shares underlying such Holder's Receipts and, if such Shares represent 0.25 percent or more of the issued Shares, the imposition of restrictions on the rights to transfer, or to receive distributions relating to, the Shares underlying such Receipts). The Depositary agrees to use its reasonable best efforts to forward comply with any such requests instructions received from the Holder or to Issuer requesting that the Depositary take any other reasonable the actions specified by the Company therein to obtain such information. In addition, any Holder of a Receipt Owner or Beneficial Owner who is or becomes directly or indirectly interested (within the meaning of Section 208 and 209 of the United Kingdom Companies Xxx 0000, as amended from time to time (the "Companies Act")), in the issued ordinary share capital of the Issuer equal to or in excess of the then "notifiable interest" (at the date hereof, three percent (3%)) in 3% or more (or such other amount as may be required by the Companies Act) of the outstanding Shares, or is aware that another person for whom it holds such Receipt Receipts is so interested, shall must within two (2) business days (or such other time period as may be required by the Companies Act) after becoming so interested or so aware, and thereafter upon certain any changes in such interestof at least one percent (1%) of the outstanding Shares, notify the Company Issuer as required by the Companies Act. If the Issuer requests information from the Depositary or the Custodian, as the registered owners of Shares, pursuant to the Memorandum and Articles of Association of the Issuer or the Companies Act, the obligations of the Depositary or the Custodian, as the case may be, shall be limited to disclosing to the Issuer such information relating to the Shares in question as has in each case been recorded by it pursuant to the terms of this Deposit Agreement.
Appears in 4 contracts
Samples: Deposit Agreement (Arm Holdings PLC), Deposit Agreement (Bookham Technology PLC), Deposit Agreement (Arm Holdings PLC)
Disclosure of Interests. Notwithstanding any other provision of this the Deposit Agreement, each Owner and without prejudice Beneficial Owner agrees to be bound by and subject to the Memorandum and Articles of Association of the Company (to the same extent as if such American Depositary Shares evidenced by such Receipt were the Shares represented by such American Depositary Shares evidenced by such Receipt, provided, however, that such provisions shall apply to such persons only to the extent feasible), and to provide such information as the Company may request in a disclosure obligations notice (a "Disclosure Notice") given pursuant to statutory provisions of English law or the Memorandum and Articles of Association. Failure of an Owner or Beneficial Owner to provide in a timely fashion information requested in any Disclosure Notice may, in the Company's sole discretion, result in the withholding of certain rights in respect of such Owner or Beneficial Owner's American Depositary Shares contained (including voting rights and certain rights as to dividends in the Articles and the Companies Xxx 0000 of Great Britain, as amended from time to time, (the "Companies Act") and the remedies respect of the Company under the Articles and the Companies Act for noncompliance therewith, each Holder agrees to comply with requests from the Company or the Shares represented by such American Depositary made under the Articles or the Companies Act as it currently exists at the date of this Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide information, inter alia, as to the capacity in which such Holder owns Receipts and regarding the identity of any other person interested (as defined in the Companies Act) in such Receipts and the nature of such interest. Each Holder acknowledges that failure to comply with such a request may result, inter alia, in the withdrawal of the voting rights attaching to the Shares underlying such Holder's Receipts and, if such Shares represent 0.25 percent or more of the issued Shares, the imposition of restrictions on the rights to transfer, or to receive distributions relating to, the Shares underlying such Receipts). The Depositary agrees to use its reasonable best efforts to forward comply with any such requests instructions received from the Holder or to Company requesting that the Depositary take any other reasonable the actions specified by the Company therein to obtain such information. In addition, any Holder of a Receipt Owner or Beneficial Owner who is or becomes directly or indirectly interested (within the meaning of Section 208 and 209 of the United Kingdom Companies Xxx 0000, as amended from time to time (the "Companies Act")), in the issued ordinary share capital of the Company equal to or in excess of the then "notifiable interest" (at the date hereof, three percent (3%)) in 3% or more (or such other amount as may be required by the Companies Act) of the outstanding Shares, or is aware that another person for whom it holds such Receipt Receipts is so interested, shall must within two (2) business days (or such other time period as may be required by the Companies Act) after becoming so interested or so aware, and thereafter upon certain any changes in such interestof at least one percent (1%) of the outstanding Shares, notify the Company as required by the Companies Act. If the Company requests information from the Depositary or the Custodian, as the registered owners of Shares, pursuant to the Memorandum and Articles of Association of the Company or the Companies Act, the obligations of the Depositary or the Custodian, as the case may be, shall be limited to disclosing to the Company such information relating to the Shares in question as has in each case been recorded by it pursuant to the terms of the Deposit Agreement.
Appears in 3 contracts
Samples: Deposit Agreement (Bookham Technology PLC), Deposit Agreement (Arm Holdings PLC), Deposit Agreement (Arm Holdings PLC)
Disclosure of Interests. Notwithstanding any other provision of this the Deposit Agreement, each Owner and without prejudice Beneficial Owner agrees to be bound by and subject to the Memorandum and Articles of Association of the Company (to the same extent as if such American Depositary Shares evidenced by such Receipt were the Shares represented by such American Depositary Shares evidenced by such Receipt, provided, however, that such provisions shall apply to such persons only to the extent feasible), and to provide such information as the Company may request in a disclosure obligations notice (a "Disclosure Notice") given pursuant to statutory provisions of English law or the Memorandum and Articles of Association. Failure of an Owner or Beneficial Owner to provide in a timely fashion information requested in any Disclosure Notice may, in the Company's sole discretion, result in the withholding of certain rights in respect of such Owner's or Beneficial Owner's American Depositary Shares contained (including voting rights and certain rights as to dividends in the Articles and the Companies Xxx 0000 of Great Britain, as amended from time to time, (the "Companies Act") and the remedies respect of the Company under the Articles and the Companies Act for noncompliance therewith, each Holder agrees to comply with requests from the Company or the Shares represented by such American Depositary made under the Articles or the Companies Act as it currently exists at the date of this Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide information, inter alia, as to the capacity in which such Holder owns Receipts and regarding the identity of any other person interested (as defined in the Companies Act) in such Receipts and the nature of such interest. Each Holder acknowledges that failure to comply with such a request may result, inter alia, in the withdrawal of the voting rights attaching to the Shares underlying such Holder's Receipts and, if such Shares represent 0.25 percent or more of the issued Shares, the imposition of restrictions on the rights to transfer, or to receive distributions relating to, the Shares underlying such Receipts). The Depositary agrees to use its reasonable best efforts to forward comply with any such requests instructions received from the Holder or to Company requesting that the Depositary take any other reasonable the actions specified by the Company therein to obtain such information. In addition, any Holder of a Receipt Owner or Beneficial Owner who is or becomes directly or indirectly interested (within the meaning of Sections 208 and 209 of the United Kingdom Companies Act of 1985, as amended from time to time (the "Companies Act")), in any class (or series) of the issued ordinary share capital of the Company equal to or in 3% or more excess of the then "notifiable interest" (at the date hereof, three percent) or such other amount as may be required by the Companies Act) of the outstanding Shares, or is aware that another person for whom it holds such Receipt Receipts is so interested, shall must within two business days (or such other time period as may be required by the Companies Act) after becoming so interested or so aware, and thereafter upon certain any changes in such interestof at least one percent of the outstanding Shares, notify the Company as required by the Companies Act. If the Company requests information form the Depositary or the Custodian, as the registered owners of Shares, pursuant to the Memorandum and Articles of Association of the Company or the Companies Act, the obligations of the Depositary or the Custodian, as the case may be, shall be limited to disclosing to the Company such information relating to the Shares in question as has in each case been recorded by it pursuant to the terms of the Deposit Agreement.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (British Sky Broadcasting Group PLC)
Disclosure of Interests. Notwithstanding any other provision of this Deposit Agreement, and without prejudice to the disclosure obligations in respect of Shares contained in the Articles and the Companies Xxx 0000 of Great Britain, as amended from time to time, time (the "Companies Act") , and the remedies of the Company Issuer under the Articles and the Companies Act for noncompliance therewith, each Holder Owner agrees to comply with requests from the Company Issuer or the Depositary made under the Articles or the Companies Act as it currently exists at the date of this Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide information, inter alia, as to the capacity in which such Holder Owner owns Receipts and regarding the identity of any other person interested (as defined in the Companies Act) in such Receipts and the nature of such interest. Each Holder Owner acknowledges that failure to comply with such a request may result, inter alia, in the withdrawal of the voting rights attaching to the Shares underlying such HolderOwner's Receipts and, if such Shares represent 0.25 percent or more of the issued Shares, the imposition of restrictions on the rights to transfer, or to receive distributions relating to, the Shares underlying such Receipts. The Depositary agrees to use its reasonable best efforts to forward any such requests from the Holder Issuer to the Owner or to take any other reasonable actions specified by the Company Issuer to obtain such information. In addition, any Holder of a Receipt who is or becomes directly or indirectly interested (within the meaning of the Companies Act) in 3% or more (or such other amount as may be required by the Companies Act) of the outstanding Shares, or is aware that another person for whom it holds such Receipt is so interested, shall within two business days (or such other time as may be required by the Companies Act) after becoming so interested or so aware, and thereafter upon certain changes in such interest, notify the Company Issuer as required by the Companies Act.
Appears in 2 contracts
Samples: Deposit Agreement (British Biotech PLC), Deposit Agreement (Vernalis PLC)
Disclosure of Interests. Notwithstanding any other provision of this the Deposit Agreement, and without prejudice to the disclosure obligations in respect of Shares contained in the Articles and the Companies Xxx 0000 Act 1985 of Great Britain, as amended from time to time, Britain (the "Companies Act") and the remedies of the Company under the Articles and the Companies Act for noncompliance therewith, each Holder agrees to comply with requests from the Company or the Depositary made under the Articles or the Companies Act as it currently exists at the date of this the Deposit Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide information, inter alia, information as to the capacity in which such Holder owns Receipts and regarding the identity of any other person interested (as defined in the Companies Act) in such Receipts and the nature of such interest. Each Holder acknowledges that failure to comply with such a request may result, inter alia, in the withdrawal of the voting rights attaching to the Shares underlying such Holder's Receipts and, if such Shares represent 0.25 percent or more of the issued Shares, the imposition of restrictions on the rights to transfer, or to receive distributions relating to, the Shares underlying such Receipts. The Depositary agrees to use its reasonable best efforts to forward any such requests from the Holder or to take any other reasonable actions specified by the Company to obtain such information. In addition, any Holder holder of a Receipt who is or becomes directly or indirectly interested (within the meaning of the Companies Act) in 3% or more (or such other amount as may be required by the Companies Act) of the outstanding Shares, or is aware that another person for whom it holds such Receipt is so interested, shall within two business days (or such other time as may be required by the Companies Act) after becoming so interested or so aware, and thereafter upon certain changes in such interest, notify the Company as required by the Companies Act. 11.
Appears in 2 contracts
Samples: Mitchells & Butlers PLC, Intercontinental Hotels Group PLC /New/
Disclosure of Interests. Notwithstanding any other provision provisions of this the Deposit Agreement, and without prejudice to the disclosure obligations in respect of Shares contained in the Articles and the Companies Xxx 0000 Act of 1985 of Great Britain, as amended or supplemented from time to time, or any successor thereto (the "“Companies Act"”) and the remedies of the Company under the Articles and the Companies Act for noncompliance therewith, each Holder hereof (a) agrees to comply with requests from the Company or the Depositary Company, which are made under statutory provisions in the Articles or the Companies Act as it currently exists at the date of this Agreement or as the same may be amended or modified or under any similar law as may be enacted, United Kingdom to provide information, inter alia, information as to the capacity in which such Holder owns Receipts this Receipt and regarding the identity of any other person interested (as defined in the Companies Act) in such Receipts Receipt and the nature of such interest. Each Holder acknowledges that failure interest and (b) may, pursuant to comply with such a request may result, inter alia, in the withdrawal statutory provisions and any provisions of the Articles of Association of the Company, forfeit the right to direct the voting rights attaching of, the right to receive dividends on, and be prohibited from transferring, Shares as to which compliance is not made, all as if this Receipt were to the Shares underlying such Holder's Receipts and, if such Shares represent 0.25 percent or more of the issued Shares, the imposition of restrictions on the rights to transfer, or to receive distributions relating to, extent practicable the Shares underlying such Receipts. The Depositary agrees to use its reasonable best efforts to forward any such requests from the Holder or to take any other reasonable actions specified by the Company to obtain such informationrepresented thereby. In addition, and without prejudice to the disclosure obligations in respect of Shares contained in the Companies Act, any Holder of a this Receipt who is or becomes directly or indirectly interested (within the meaning of the Companies Act) in 3% the issued share capital of the Company equal to or more in excess of the “notifiable percentage” (or such other amount as may be required by at the date hereof, three percent) referred to in the Companies Act) of the outstanding Shares, or is aware that another person for whom it holds such Receipt is so interested, shall within two business days (or such other time as may be required by the Companies Act) after becoming so interested or so aware, and thereafter upon certain changes in such interest, notify the Company as required by the Companies ActXxx 0000.
Appears in 2 contracts
Samples: Deposit Agreement (Amvescap PLC/London/), Amvescap PLC/London/
Disclosure of Interests. Notwithstanding any other provision of this the Deposit Agreement, each Owner and without prejudice Beneficial Owner agrees to be bound by and subject to the Memorandum and Articles of Association of the Company (to the same extent as if such American Depositary Shares evidenced by such Receipt were the Shares represented by such American Depositary Shares evidenced by such Receipt, provided, however, that such provisions shall apply to such persons only to the extent feasible), and to provide such information as the Company may request in a disclosure obligations notice (a "Disclosure Notice") given pursuant to statutory provisions of English law or the Memorandum and Articles of Association. Failure of an Owner or Beneficial Owner to provide in a timely fashion information requested in any Disclosure Notice may, in the Company's sole discretion, result in the withholding of certain rights in respect of such Owner or Beneficial Owner's American Depositary Shares contained (including voting rights and certain rights as to dividends in the Articles and the Companies Xxx 0000 of Great Britain, as amended from time to time, (the "Companies Act") and the remedies respect of the Company under the Articles and the Companies Act for noncompliance therewith, each Holder agrees to comply with requests from the Company or the Shares represented by such American Depositary made under the Articles or the Companies Act as it currently exists at the date of this Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide information, inter alia, as to the capacity in which such Holder owns Receipts and regarding the identity of any other person interested (as defined in the Companies Act) in such Receipts and the nature of such interest. Each Holder acknowledges that failure to comply with such a request may result, inter alia, in the withdrawal of the voting rights attaching to the Shares underlying such Holder's Receipts and, if such Shares represent 0.25 percent or more of the issued Shares, the imposition of restrictions on the rights to transfer, or to receive distributions relating to, the Shares underlying such Receipts). The Depositary agrees to use its reasonable best efforts to forward comply with any such requests instructions received from the Holder or to Company requesting that the Depositary take any other reasonable the actions specified by the Company therein to obtain such information. In addition, any Holder of a Receipt Owner or Beneficial Owner who is or becomes directly or indirectly interested (within the meaning of Section 208 and 209 of the United Kingdom Companies Axx 0000, as amended from time to time (the "Companies Act")), in the issued ordinary share capital of the Company equal to or in excess of the then "notifiable interest" (at the date hereof, three percent (3%)) in 3% or more (or such other amount as may be required by the Companies Act) of the outstanding Shares, or is aware that another person for whom it holds such Receipt Receipts is so interested, shall must within two (2) business days (or such other time period as may be required by the Companies Act) after becoming so interested or so aware, and thereafter upon certain any changes in such interestof at least one percent (1%) of the outstanding Shares, notify the Company as required by the Companies Act. If the Company requests information from the Depositary or the Custodian, as the registered owners of Shares, pursuant to the Memorandum and Articles of Association of the Company or the Companies Act, the obligations of the Depositary or the Custodian, as the case may be, shall be limited to disclosing to the Company such information relating to the Shares in question as has in each case been recorded by it pursuant to the terms of the Deposit Agreement.
Appears in 2 contracts
Disclosure of Interests. 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 all such disclosure requirements and ownership limitations and to cooperate with the Depositary in the Depositary's compliance with any Company instructions in respect thereof, and the Depositary will use reasonable efforts to comply with such Company instructions. Notwithstanding any other provision of the Deposit Agreement or this Deposit AgreementADR, each Holder and without prejudice Beneficial Owner agrees to provide such information as the Company may request in a disclosure obligations notice (a "Disclosure Notice") given pursuant to Article 10 of the Bylaws within the time period specified in such Disclosure Notice. Each Holder and Beneficial Owner 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 Shares contained which the non-complying person is or was, or appears to be or has been, interested as provided in the Articles Bylaws which currently include, the withdrawal of the voting rights and the Companies Xxx 0000 political rights, including, but not limited to the right to attend and speak at shareholder meetings, of Great Britainsuch Shares Additionally, as amended from time by holding an ADR or an interest therein, each Holder and Beneficial Owner of ADRs and/or ADSs acknowledges and agrees (i) that each ADR, and the terms upon which it is held by such Holders and Beneficial Owners, is subject to time, the corporate bylaws of the Company (the "Companies ActBylaws"), (ii) that (except as otherwise provided in the Bylaws) such Holder's ADRs represent an interest in CDIs which represent an interest in the Shares underlying such ADSs evidenced by ADRs, (iii) that so long as the Bylaws provide a means by which the Company may, in accordance with the Bylaws, limit the interests that Relevant Non-EU Persons (as defined in the Bylaws and including, without limitation, non EU nationals) may have in such relevant share capital (the "Foreign Interest Limitation"), such Holder and Beneficial Owner will be bound by the Foreign Interest Limitation and the remedies Company's directors have a duty to take action in certain circumstances and in accordance with the Bylaws to enforce the Foreign Interest Limitation against such Holder and Beneficial Owner (including, without limitation, making provision for the suspension of the right of such Holder and Beneficial Owner to direct the voting of, and other political rights attaching to, the Shares underlying such Holder's and Beneficial Owner's ADRs and the forced acquisition of all or part of such Shares if a sufficient disposal or disposals of or of interests in such Shares has not been made to the Company's directors' satisfaction within 10 Business Days (as defined in the Bylaws) (or such longer period as the Company's directors consider reasonable) after service upon the Depositary or its nominee of a notice requiring such disposal) or against other Holders, Beneficial Owners or holders of Shares or the CDIs in respect of such Shares and (iv) that such Holder, to the extent it may legally do so, will provide such information as lies in its knowledge that is requested by the Company under the Articles and the Companies Act for noncompliance therewithBylaws, each Holder agrees to comply with which requests from may seek any information which the Company deems necessary or desirable in order to determine whether any shares are Relevant Non-EU Shares (as defined in the Depositary made under the Articles or the Companies Act as it currently exists at the date of this Agreement or as the same Bylaws) and which may be amended or modified or under any similar law as may be enactedinclude, to provide informationamong other things, inter alia, information as to the capacity in which such Holder owns Receipts and regarding the identity of any other person interested (as defined in the Companies Act) in such Receipts or Beneficial Owner holds ADRs and the nature and extent of the interests of such interestHolder or Beneficial Owner or other persons in the Shares underlying such Holders' ADRs. The Company reserves the right to instruct Holders and Beneficial Owners to deliver their ADSs for cancellation and withdrawal of the Deposited Securities within five Business Days of the request therefor so as to permit the Company to deal directly with the Holder and/or Beneficial Owner thereof as a holder of Deposited Securities and all Holders and Beneficial Owners agree to comply with such instructions. To the extent a Holder or Beneficial Owner fails to timely comply with the Company's request, the Company may take any and all actions necessary to force the Holder and/or Beneficial Owner to comply with the Company's instructions. Each Holder acknowledges and Beneficial Owner agrees to indemnify the Company, the Depositary, the Custodian and any of their respective directors, employees, agents and affiliates against, and hold each of them harmless from, any loss, liability or expense (including any and all fees and expenses of legal counsels), that may arise out of or in connection with the Company's enforcement of its rights under this paragraph (6) and the Holder's or Beneficial Owner's failure to comply with such a request may result, inter alia, in any and all of its obligations under the withdrawal of the voting rights attaching to the Shares underlying such Holder's Receipts and, if such Shares represent 0.25 percent or more of the issued SharesDeposit Agreement, the imposition of restrictions on the rights to transfer, or to receive distributions relating toADRs, the Shares underlying such Receipts. The Depositary agrees to use its reasonable best efforts to forward ADSs and any such requests from the Holder or to take any other reasonable actions specified by the Company to obtain such information. In addition, any Holder of a Receipt who is or becomes directly or indirectly interested (within the meaning of the Companies Act) in 3% or more (or such other amount as may be required by the Companies Act) of the outstanding Shares, or is aware that another person for whom it holds such Receipt is so interested, shall within two business days (or such other time as may be required by the Companies Act) after becoming so interested or so aware, and thereafter upon certain changes in such interest, notify the Company as required by the Companies Actthem.
Appears in 2 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Disclosure of Interests. Notwithstanding any other provision of this Deposit Agreement, each Owner and without prejudice to the disclosure obligations in respect of Shares contained in the Articles and the Companies Xxx 0000 of Great Britain, as amended from time to time, (the "Companies Act") and the remedies of the Company under the Articles and the Companies Act for noncompliance therewith, each Holder Beneficial Owner agrees to comply with requests from the Company or the Depositary Issuer which are made under statutory provisions in the Articles or the Companies Act as it currently exists at the date of this Agreement or as the same may be amended or modified or under any similar law as may be enacted, United Kingdom to provide information, inter alia, information as to the capacity in which such Holder Owner or Beneficial Owner owns Receipts and regarding the identity of any other person interested (as defined in the Companies Act) in such Receipts and the nature of such interest. Each Holder acknowledges that failure interest and may, pursuant to comply with such a request may result, inter alia, in the withdrawal statutory provisions and any provisions of the Memorandum and Articles of Association of the Issuer, forfeit the right to vote and to direct the voting rights attaching of, and be prohibited from transferring, Receipts as to which compliance is not made, all as if such Receipts were to the Shares underlying such Holder's Receipts and, if such Shares represent 0.25 percent or more of the issued Shares, the imposition of restrictions on the rights to transfer, or to receive distributions relating to, extent practicable the Shares underlying such Receiptsrepresented by the American Depositary Shares evidenced thereby. The Depositary agrees to use its reasonable best efforts to forward any such requests comply with written instructions received from the Holder or to Issuer requesting that the Depositary take any other the reasonable actions specified by the Company therein to obtain such information, except when the Depositary is notified by the Issuer that such action is prohibited by applicable law. In addition, any Holder of a Receipt Owner or Beneficial Owner who is or becomes directly or indirectly interested (within the meaning of the United Kingdom Companies Xxx 0000, as amended from time to time (the “Companies Act”)), in the issued ordinary share capital of the Issuer equal to or in excess of the then “notifiable percentage” (at the date hereof, three percent (3%)) in 3% or more (or such other amount as may be required by the Companies Act) of the outstanding Shares, or is aware that another person for whom it holds such Receipt Receipts is so interested, shall must within two (2) business days (or such other time period as may be required by the Companies Act) after becoming so interested or so aware, and thereafter upon certain any changes in such interestof at least one percent (1%) of the outstanding Shares, notify the Company Issuer as required by the Companies Act. If the Issuer requests information from the Depositary or the Custodian, as the registered owners of Shares, pursuant to the Memorandum and Articles of Association of the Issuer or the Companies Act, the obligations of the Depositary or the Custodian, as the case may be, shall be limited to disclosing to the Issuer such information relating to the Shares in question as has in each case been recorded by it pursuant to the terms of this Deposit Agreement.
Appears in 1 contract
Disclosure of Interests. Notwithstanding any other provision of this Deposit Agreement, each Owner and without prejudice Beneficial Owner agrees to be bound by and subject to the Memorandum and Articles of Association of the Issuer (to the same extent as if such American Depositary Shares evidenced by such Receipt were the Shares represented by such American Depositary Shares evidenced by such Receipt, provided, however, that such provisions shall apply to such persons only to the extent feasible), and to provide such information as the Issuer may request in a disclosure obligations notice (a "Disclosure Notice") given pursuant to statutory provisions of English law or the Memorandum and Articles of Association. Failure of an Owner or Beneficial Owner to provide in a timely fashion information requested in any Disclosure Notice may, in the Issuer's sole discretion, result in the withholding of certain rights in respect of such Owner or Beneficial Owner's American Depositary Shares contained (including voting rights and certain rights as to dividends in the Articles and the Companies Xxx 0000 of Great Britain, as amended from time to time, (the "Companies Act") and the remedies respect of the Company under the Articles and the Companies Act for noncompliance therewith, each Holder agrees to comply with requests from the Company or the Shares represented by such American Depositary made under the Articles or the Companies Act as it currently exists at the date of this Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide information, inter alia, as to the capacity in which such Holder owns Receipts and regarding the identity of any other person interested (as defined in the Companies Act) in such Receipts and the nature of such interest. Each Holder acknowledges that failure to comply with such a request may result, inter alia, in the withdrawal of the voting rights attaching to the Shares underlying such Holder's Receipts and, if such Shares represent 0.25 percent or more of the issued Shares, the imposition of restrictions on the rights to transfer, or to receive distributions relating to, the Shares underlying such Receipts). The Depositary agrees to use its reasonable best efforts to forward comply with any such requests instructions received from the Holder or to Issuer requesting that the Depositary take any other reasonable the actions specified by the Company therein to obtain such information. In addition, any Holder of a Receipt Owner or Beneficial Owner who is or becomes directly or indirectly interested (within the meaning of Section 208 and 209 of the United Kingdom Companies Axx 0000, as amended from time to time (the "Companies Act")), in the issued ordinary share capital of the Issuer equal to or in excess of the then "notifiable interest" (at the date hereof, three percent (3%)) in 3% or more (or such other amount as may be required by the Companies Act) of the outstanding Shares, or is aware that another person for whom it holds such Receipt Receipts is so interested, shall must within two (2) business days (or such other time period as may be required by the Companies Act) after becoming so interested or so aware, and thereafter upon certain any changes in such interestof at least one percent (1%) of the outstanding Shares, notify the Company Issuer as required by the Companies Act. If the Issuer requests information from the Depositary or the Custodian, as the registered owners of Shares, pursuant to the Memorandum and Articles of Association of the Issuer or the Companies Act, the obligations of the Depositary or the Custodian, as the case may be, shall be limited to disclosing to the Issuer such information relating to the Shares in question as has in each case been recorded by it pursuant to the terms of this Deposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (Arm Holdings PLC)
Disclosure of Interests. To the extent that the provisions of or law governing any Deposited Property may require disclosure of or impose limits on beneficial or other ownership of Deposited Property, other Shares and other securities and may provide for blocking transfer, voting or other rights to enforce such disclosure or limits, Holders and all persons holding ADRs agree to comply with all such disclosure requirements and ownership limitations and to cooperate with the Depositary in the Depositary's compliance with any Company instructions in respect thereof, and the Depositary will use reasonable efforts to comply with such Company instructions. Notwithstanding any other provision of the Deposit Agreement or this Deposit AgreementADR, and without prejudice each Holder agrees to provide such information as the Company may request in a disclosure obligations notice (a "Disclosure Notice") given pursuant to s.793 of the Companies Act 2006 or any other legislation replacing or amending or supplementing the requirements of that section or the Company's Articles of Association within the time period specified in such Disclosure Notice. 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 Shares contained which the non-complying person is or was, or appears to be or has been, interested as provided in s.795 of the Articles said Companies Act or any such replacement, amendment or sucessor and the Companies Xxx 0000 Company's Articles of Great Britain, as amended from time to time, (Association which currently include the "Companies Act") and the remedies withdrawal of the Company under the Articles and the Companies Act for noncompliance therewithvoting rights of such Shares. In addition, each Holder agrees to comply with requests the provisions of the Disclosure Rules and Transparency Rules of the UK Financial Services Authority (the "FSA") implementing certain provisions of the European Union Transparency Directive (2004/109/EC) (as amended from time to time and including any statutory modification or re-enactment thereof, the "Disclosure Rules") with regard to the notification to the Company or the Depositary made under the Articles or the Companies Act as it of interests in Shares, which currently exists at the date of this Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide informationprovide, inter alia, as to the capacity in which such Holder owns Receipts and regarding the identity of any other person interested (as defined in the Companies Act) in such Receipts and the nature of such interest. Each Holder acknowledges that failure to comply with such a request may result, inter alia, in the withdrawal of the voting rights attaching to the Shares underlying such Holder's Receipts and, if such Shares represent 0.25 percent or more of the issued Shares, the imposition of restrictions on the rights to transfer, or to receive distributions relating to, the Shares underlying such Receipts. The Depositary agrees to use its reasonable best efforts to forward any such requests from the Holder or to take any other reasonable actions specified by the Company to obtain such information. In addition, any Holder of a Receipt who is or becomes directly or indirectly interested controls the exercise of "voting rights" (within the meaning of the Companies ActDisclosure Rules) in relation to 3% or more (or such other amount as may be required by the Companies Act) of the outstanding Shares, or is aware that another person for whom it holds such Receipt is ADRs so interestedcontrols such voting rights, shall must within two business trading days (or such other time as may be required by the Companies Act) after becoming so interested or so aware, aware (and thereafter in certain circumstances upon certain changes in such interest, any change to the particulars previously notified) notify the Company and the FSA as required by the Companies ActDisclosure Rules.
Appears in 1 contract
Samples: Marks & Spencer Group p.l.c.
Disclosure of Interests. Notwithstanding any other provision of this the Class C-1 Deposit Agreement, each Holder and without prejudice to the disclosure obligations in respect of Shares contained in the Articles Beneficial Owner agrees, and the Companies Xxx 0000 Depositary agrees, to comply with the Company’s Articles of Great BritainAssociation, as they may be amended from time to time, (the "Companies Act") and the remedies laws of England and Wales with respect to the Company under disclosure requirements regarding ownership of Shares. In the Articles and case such disclosure of Shares is required of a Holder or Beneficial Owner, such Holder or Beneficial Owner must at the Companies Act for noncompliance therewithsame time also disclose its ownership of any Shares, each Holder agrees to comply with requests from as well as of ADS(s) as if they were the Company or the Depositary made under the Articles or the Companies Act as it currently exists at Shares represented thereby. As of the date of this Agreement, such disclosure requirements regarding ownership of Shares are as follows: Notwithstanding any provision of the Class C-1 Deposit Agreement or of any ADR(s) and without limiting the foregoing, by being a Holder or Beneficial Owner of an ADS, each such Holder or Beneficial Owner agrees to provide such information as the same Company may be amended or modified or under any similar law as may be enacted, to provide information, inter alia, as request in a disclosure notice (a “Disclosure Notice”) given pursuant to the capacity in which such Holder owns Receipts and regarding the identity of any other person interested U.K. Companies Act 2006 (as defined in amended from time to time and including any statutory modification or re-enactment thereof, the “Companies Act”) in such Receipts and or the nature Articles of such interestAssociation. Each By accepting or holding an ADS, each Holder or Beneficial Owner acknowledges that it understands that failure to comply with such a request Disclosure Notice may resultresult in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, inter aliaor appears to be or has been, interested as provided in the Companies Act and the Articles of Association which currently include the withdrawal of the voting rights attaching to the Shares underlying such Holder's Receipts and, if of such Shares and (where the relevant Shares represent 0.25 percent or more at least 0.25% in nominal value of the issued Shares, shares of their class (calculated exclusive of any Shares held as treasury shares)) and the imposition of restrictions on the rights to transfer, or receive dividends on and to receive distributions relating to, the Shares underlying transfer such Receipts. The Depositary agrees to use its reasonable best efforts to forward any such requests from the Holder or to take any other reasonable actions specified by the Company to obtain such information. In addition, any Holder of a Receipt who is or becomes directly or indirectly interested (within the meaning of the Companies Act) in 3% or more (or such other amount as may be required by the Companies Act) of the outstanding Shares, or is aware that another person for whom it holds such Receipt is so interested, shall within two business days (or such other time as may be required by the Companies Act) after becoming so interested or so aware, and thereafter upon certain changes in such interest, notify the Company as required by the Companies Act.
Appears in 1 contract
Disclosure of Interests. Notwithstanding any other provision of this the Deposit Agreement, and without prejudice to the disclosure obligations in respect of Shares contained in the Articles and the Companies Xxx 0000 of Great Britain, as amended from time to time, Britain (the "Companies Act") and the remedies of the Company under the Articles and the Companies Act for noncompliance therewith, each Holder Owner agrees to comply with requests from the Company or the Depositary made under the Articles or the Companies Act as it currently exists at the date of this the Deposit Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide information, inter alia, information as to the capacity in which such Holder Owner owns Receipts and regarding the identity of any other person interested (as defined in the Companies Act) in such Receipts and the nature of such interest. Each Holder Owner acknowledges that failure to comply with such a request may result, inter alia, in the withdrawal of the voting rights attaching to the Shares underlying such HolderOwner's Receipts and, if such Shares represent 0.25 percent or more of the issued Shares, the imposition of restrictions on the rights to transfer, or to receive distributions relating to, the Shares underlying such Receipts. The Depositary agrees to use its reasonable best efforts to forward any such requests from the Holder Company to the Owner or to take any other reasonable actions specified by the Company to obtain such information. In addition, any Holder holder of a Receipt who is or becomes directly or indirectly interested (within the meaning of the Companies Act) in 3% or more (or such other amount as may be required by the Companies Act) of the outstanding Shares, or is aware that another person for whom it holds such Receipt is so interested, shall within two business days (or such other time as may be required by the Companies Act) after becoming so interested or so aware, and thereafter upon certain changes in such interest, notify the Company as required by the Companies Act.
Appears in 1 contract
Samples: Vernalis PLC
Disclosure of Interests. Notwithstanding any other provision of this Deposit Agreement, and without prejudice to the disclosure obligations in respect of Shares contained in the Articles and the Companies Xxx 0000 of Great Britain, as amended or supplemented from time to time, or any successor thereto (the "“Companies Act"”), (i) and the remedies of the Company under the Articles and the Companies Act for noncompliance therewith, each Holder (a) agrees to comply with requests from the Company or the Depositary Company, which are made under statutory provisions in the Articles or the Companies Act as it currently exists at the date of this Agreement or as the same may be amended or modified or under any similar law as may be enacted, United Kingdom to provide information, inter alia, information as to the capacity in which such Holder owns Receipts and regarding the identity of any other person interested (as defined in the Companies Act) in such Receipts and the nature of such interest. Each Holder acknowledges that failure , and (b) may, pursuant to comply with such a request may result, inter alia, in the withdrawal statutory provisions and any provisions of the Memorandum and Articles of Association of the Company, forfeit the right to direct the voting rights attaching of, the right to receive dividends, and be prohibited from transferring Shares as to which compliance is not made, all as if such Receipts were to the Shares underlying such Holder's Receipts and, if such Shares represent 0.25 percent or more of the issued Shares, the imposition of restrictions on the rights to transfer, or to receive distributions relating to, extent practicable the Shares underlying such Receipts. The represented thereby, and (ii) the Depositary agrees to use its reasonable best efforts to forward comply with any such requests instructions received from the Holder or to Company requesting that the Depositary take any other the reasonable actions specified by the Company therein to obtain such informationinformation and the Company agrees to pay the expenses and charges of the Depositary in connection with such efforts. In addition, and without prejudice to the disclosure obligations in respect of Shares contained in the Companies Act, any Holder of a Receipt who is or becomes directly or indirectly interested (within the meaning of the Companies Act) in 3% the issued share capital of the Company equal to or more in excess of the “notifiable percentage” (or such other amount as may be required by at the date hereof, three percent) referred to in the Companies Act) of the outstanding Shares, or is aware that another person for whom it holds such Receipt is so interested, shall within two business days (or such other time as may be required by the Companies Act) after becoming so interested or so aware, and thereafter upon certain changes in such interest, notify the Company as required by the Companies ActXxx 0000.
Appears in 1 contract
Disclosure of Interests. Notwithstanding any other provision of this Deposit AgreementReceipt, the Owner and without prejudice to the disclosure obligations in respect of Shares contained in the Articles and the Companies Xxx 0000 of Great Britain, as amended from time to time, (the "Companies Act") and the remedies of the Company under the Articles and the Companies Act for noncompliance therewith, each Holder Beneficial Owner hereof agrees to comply with requests from the Company or the Depositary Issuer which are made under statutory provisions in the Articles or the Companies Act as it currently exists at the date of this Agreement or as the same may be amended or modified or under any similar law as may be enacted, United Kingdom to provide information, inter alia, information as to the capacity in which such Holder Owner or Beneficial Owner owns Receipts this Receipt and regarding the identity of any other person interested (as defined in the Companies Act) in such Receipts this Receipt and the nature of such interest. Each Holder acknowledges that failure interest and may, pursuant to comply with such a request may result, inter alia, in the withdrawal statutory provisions and any provisions of the Memorandum and Articles of Association of the Issuer, forfeit the right to vote and to direct the voting rights attaching of, and be prohibited from transferring, this Receipt if compliance is not made, all as if this Receipt were to the Shares underlying such Holder's Receipts and, if such Shares represent 0.25 percent or more of the issued Shares, the imposition of restrictions on the rights to transfer, or to receive distributions relating to, extent practicable the Shares underlying such Receiptsrepresented hereby. The Depositary agrees to use its reasonable best efforts to forward comply with any such requests instructions received from the Holder or to Issuer requesting that the Depositary take any other the reasonable actions specified by the Company therein to obtain such information, except when the Depositary is notified by the Issuer that such action is prohibited by applicable law. In addition, any Holder of a Receipt Owner or Beneficial Owner who is or becomes directly or indirectly interested (within the meaning of the United Kingdom Companies Xxx 0000, as amended from time to time (the “Companies Act”)), in the issued ordinary share capital of the Issuer equal to or in excess of the then “notifiable percentage” (at the date hereof, three percent (3%)) in 3% or more (or such other amount as may be required by the Companies Act) of the outstanding Shares, or is aware that another person for whom it holds such Receipt Receipts is so interested, shall must within two (2) business days (or such other time period as may be required by the Companies Act) after becoming so interested or so aware, and thereafter upon certain any changes in such interestof at least one percent (1%) of the outstanding Shares, notify the Company Issuer as required by the Companies Act. If the Issuer requests information from the Depositary or the Custodian, as the registered owners of Shares, pursuant to the Memorandum and Articles of Association of the Issuer or the Companies Act, the obligations of the Depositary or the Custodian, as the case may be, shall be limited to disclosing to the Issuer such information relating to the Shares in question as has in each case been recorded by it pursuant to the terms of the Deposit Agreement.
Appears in 1 contract
Disclosure of Interests. Notwithstanding To the extent that provisions of or governing any Deposited Securities (including the Company's Memorandum and Articles of Association or applicable English law) may require the disclosure of beneficial or other provision ownership of this Deposit AgreementDeposited Securities, other Shares and without prejudice other securities to the Company and may provide for blocking transfer and voting or other rights to enforce such disclosure obligations or limit such ownership, Owners and Beneficial Owners of Receipts shall comply with all such disclosure requirements and ownership limitations and shall cooperate with the Depositary in respect of Shares contained its compliance with any Company instructions relating to those requirements and limits. Each Owner and Beneficial Owner shall provide information the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the Articles and the United Kingdom Companies Xxx 0000 of Great BritainAct 1985 (that Act, as amended from time to timeand including any statutory re-enactment xx xxxx Act, (the "Companies Act") or the Memorandum and the remedies Articles of Association of the Company under within the Articles and the Companies Act for noncompliance therewith, each Holder agrees to comply with requests from the Company or the Depositary made under the Articles or the Companies Act as it currently exists at the date of this Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide information, inter alia, as to the capacity time period specified in which such Holder owns Receipts and regarding the identity of any other person interested (as defined in the Companies Act) in such Receipts and the nature of such interest. Each Holder acknowledges that failure to comply with such a request may result, inter alia, in the withdrawal of the voting rights attaching to the Shares underlying such Holder's Receipts and, if such Shares represent 0.25 percent or more of the issued Shares, the imposition of restrictions on the rights to transfer, or to receive distributions relating to, the Shares underlying such Receipts. The Depositary agrees to use its reasonable best efforts to forward any such requests from the Holder or to take any other reasonable actions specified by the Company to obtain such informationDisclosure Notice. In addition, each Owner and Beneficial Owner shall comply with the provisions of the Companies Act with regard to notifying the Company of interests in Shares. As of the date of the Deposit Agreement, the Companies Act required that any Holder of a Receipt who person that is or becomes directly or indirectly interested (within the meaning of the Companies Act) in 3% three percent or more (or such other amount as may be required by the Companies Act) of the outstanding Shares, or is aware that another person for whom it that person holds such Receipt Shares is so interestedinterested must, shall within two business days (or such other time as may be required by the Companies Act) after becoming so interested or so aware, aware (and thereafter in certain circumstances upon certain changes in such interestany change to the particulars previously notified), notify the Company as required by the Companies Act.
Appears in 1 contract
Samples: Deposit Agreement (Icap PLC/Fi)
Disclosure of Interests. Notwithstanding any other provision of this the Deposit Agreement, and without prejudice to the disclosure obligations in respect of Shares contained in the Articles and the Companies Xxx 0000 Act 1985 of Great Britain, as amended from time to time, Britain (the "Companies Act") and the remedies of the Company under the Articles and the Companies Act for noncompliance therewith, each Holder agrees to comply with requests from the Company or the Depositary made under the Articles or the Companies Act as it currently exists at the date of this the Deposit Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide information, inter alia, information as to the capacity in which such Holder owns Receipts and regarding the identity of any other person interested (as defined in the Companies Act) in such Receipts and the nature of such interest. Each Holder acknowledges that failure to comply with such a request may result, inter alia, in the withdrawal of the voting rights attaching to the Shares underlying such Holder's Receipts and, if such Shares represent 0.25 percent or more of the issued Shares, the imposition of restrictions on the rights to transfer, or to receive distributions relating to, the Shares underlying such Receipts. The Depositary agrees to use its reasonable best efforts to forward any such requests from the Holder or to take any other reasonable actions specified by the Company to obtain such information. In addition, any Holder holder of a Receipt who is or becomes directly or indirectly interested (within the meaning of the Companies Act) in 3% or more (or such other amount as may be required by the Companies Act) of the outstanding Shares, or is aware that another person for whom it holds such Receipt is so interested, shall within two business days (or such other time as may be required by the Companies Act) after becoming so interested or so aware, and thereafter upon certain changes in such interest, notify the Company as required by the Companies Act.
Appears in 1 contract
Samples: Deposit Agreement (New InterContinental Hotels Group PLC)
Disclosure of Interests. Notwithstanding any other provision of this Deposit Agreement, and without prejudice to the disclosure obligations in respect of Shares contained in the Articles and the Companies Xxx 0000 Act 1985 of Great Britain, as amended from time to time, (the "Companies Act") and the remedies of the Company under the Articles and the Companies Act for noncompliance therewith, each Holder agrees to comply with requests from the Company or the Depositary made under the Articles or the Companies Act as it currently exists at the date of this Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide information, inter alia, as to the capacity in which such Holder owns Receipts and regarding the identity of any other person interested (as defined in the Companies Act) in such Receipts and the nature of such interest. Each Holder acknowledges that failure to comply with such a request may result, inter alia, in the withdrawal of the voting rights attaching to the Shares underlying such Holder's Receipts and, if such Shares represent 0.25 percent or more of the issued Shares, the imposition of restrictions on the rights to transfer, or to receive distributions relating to, the Shares underlying such Receipts. The Depositary agrees to use its reasonable best efforts to forward any such requests from the Holder or to take any other reasonable actions specified by the Company to obtain such information. In addition, any Holder of a Receipt who is or becomes directly or indirectly interested (within the meaning of the Companies Act) in 3% or more (or such other amount as may be required by the Companies Act) of the outstanding Shares, or is aware that another person for whom it holds such Receipt is so interested, shall within two business days (or such other time as may be required by the Companies Act) after becoming so interested or so aware, and thereafter upon certain changes in such interest, notify the Company as required by the Companies Act.
Appears in 1 contract
Samples: Deposit Agreement (New InterContinental Hotels Group PLC)
Disclosure of Interests. Notwithstanding any other provision of this Deposit Agreement, each Owner and without prejudice Beneficial Owner agrees to be bound by and subject to the Memorandum and Articles of Association of the Issuer (to the same extent as if such American Depositary Shares evidenced by such Receipt were the Shares represented by such American Depositary Shares evidenced by such Receipt, provided, however, that such provisions shall apply to such persons only to the extent feasible), and to provide such information as the Issuer may request in a disclosure obligations notice (a “Disclosure Notice”) given pursuant to statutory provisions of English law or the Memorandum and Articles of Association. Failure of an Owner or Beneficial Owner to provide in a timely fashion information requested in any Disclosure Notice may, in the Issuer’s sole discretion, result in the withholding of certain rights in respect of such Owner or Beneficial Owner’s American Depositary Shares contained (including voting rights and certain rights as to dividends in the Articles and the Companies Xxx 0000 of Great Britain, as amended from time to time, (the "Companies Act") and the remedies respect of the Company under the Articles and the Companies Act for noncompliance therewith, each Holder agrees to comply with requests from the Company or the Shares represented by such American Depositary made under the Articles or the Companies Act as it currently exists at the date of this Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide information, inter alia, as to the capacity in which such Holder owns Receipts and regarding the identity of any other person interested (as defined in the Companies Act) in such Receipts and the nature of such interest. Each Holder acknowledges that failure to comply with such a request may result, inter alia, in the withdrawal of the voting rights attaching to the Shares underlying such Holder's Receipts and, if such Shares represent 0.25 percent or more of the issued Shares, the imposition of restrictions on the rights to transfer, or to receive distributions relating to, the Shares underlying such Receipts). The Depositary agrees to use its reasonable best efforts to forward comply with any such requests instructions received from the Holder or to Issuer requesting that the Depositary take any other reasonable the actions specified by the Company therein to obtain such information. In addition, any Holder of a Receipt Owner or Beneficial Owner who is or becomes directly or indirectly interested (within the meaning of Section 208 and 209 of the United Kingdom Companies Xxx 0000, as amended from time to time (the “Companies Act”)), in the issued ordinary share capital of the Issuer equal to or in excess of the then “notifiable interest” (at the date hereof, three percent (3%)) in 3% or more (or such other amount as may be required by the Companies Act) of the outstanding Shares, or is aware that another person for whom it holds such Receipt Receipts is so interested, shall must within two (2) business days (or such other time period as may be required by the Companies Act) after becoming so interested or so aware, and thereafter upon certain any changes in such interestof at least one percent (1%) of the outstanding Shares, notify the Company Issuer as required by the Companies Act. If the Issuer requests information from the Depositary or the Custodian, as the registered owners of Shares, pursuant to the Memorandum and Articles of Association of the Issuer or the Companies Act, the obligations of the Depositary or the Custodian, as the case may be, shall be limited to disclosing to the Issuer such information relating to the Shares in question as has in each case been recorded by it pursuant to the terms of this Deposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (Arm Holdings PLC)
Disclosure of Interests. Notwithstanding any other provision of this Deposit Agreement, and without prejudice each Holder agrees to provide such information as the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the disclosure obligations in respect of Shares contained in the Articles and the United Kingdom Companies Xxx 0000 of Great Britain, Act 1985 (as amended from time to timetime and including any statutory modification or re-enactment thereof, (the "Companies Act") and the remedies of the Company under or the Articles and the Companies Act for noncompliance therewith, each Holder agrees to comply with requests from the Company or the Depositary made under the Articles or the Companies Act as it currently exists at the date of this Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide information, inter alia, as to the capacity in which such Holder owns Receipts and regarding the identity of any other person interested (as defined in the Companies Act) in such Receipts and the nature of such interestAssociation. Each Holder acknowledges that it understands that failure to comply with such a request Disclosure Notice may resultresult in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, inter aliaor appears to be or have been, interested as provided in the Companies Act and the Articles of Association which currently include the withdrawal of the voting rights attaching to the Shares underlying such Holder's Receipts and, if of such Shares represent 0.25 percent or more of the issued Shares, and the imposition of restrictions on the rights to transfer, or receive dividends on and to receive distributions relating to, the Shares underlying transfer such Receipts. The Depositary agrees to use its reasonable best efforts to forward any such requests from the Holder or to take any other reasonable actions specified by the Company to obtain such informationShares. In addition, each Holder agrees to comply with the provisions of the Companies Act with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that any Holder of a Receipt who is or becomes directly or indirectly interested (within the meaning of the Companies Act) in 3% or more or, in the case of interests which are not defined as "material" by the Companies Act, in 10% or more (or such other amount as may be required provided by the Companies ActAct as amended from time to time) of the outstanding Shares, or is aware that another person for whom it holds such Receipt Receipts is so interested, shall must within two business days (or such other time as may be required by the Companies Act) after becoming so interested or so aware, aware (and thereafter in certain circumstances upon certain any changes in such interest, the percentage interest in the outstanding Shares) notify the Company as required by the Companies Act. In the event that the Company determines that there has been a failure to comply with a Disclosure Notice with respect to any Deposited Securities and that sanctions are to be imposed against such Deposited Securities pursuant to the Companies Act or the Articles of Association, the Company shall so notify the Depositary, giving full details thereof, and shall instruct the Depositary in writing as to the application of such sanctions to the Deposited Securities. Each Holder hereby agrees to the application of any sanctions imposed pursuant to the Companies Act or the Articles of Association to the Deposited Securities in which it is interested. If the Company requests information from the Depositary or the Custodian, as the registered holders of Shares, pursuant to the Articles of Association of the Company or the Companies Act, the obligations of the Depositary or the Custodian, as the case may be, shall be limited to disclosing to the Company such information relating to the Shares in question as has in each case been recorded by it pursuant to the terms of this Deposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (Cable & Wireless Public Limited Co)
Disclosure of Interests. Notwithstanding any other provision When required in order to comply with applicable laws and regulations or the articles of this Deposit Agreementassociation or similar document of the Company, and without prejudice to the disclosure obligations in respect of Shares contained in the Articles and the Companies Xxx 0000 of Great Britain, as amended Company may from time to time, (the "Companies Act") time request each Owner and the remedies of the Company under the Articles and the Companies Act for noncompliance therewith, each Holder agrees to comply with requests from the Company or provide to the Depositary made under the Articles or the Companies Act as it currently exists at the date of this Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide information, inter alia, as to information relating to: (a) the capacity in which such Holder owns Receipts and regarding it holds American Depositary Shares, (b) the identity of any Holders or other person persons or entities then or previously interested (as defined in the Companies Act) in such Receipts those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such interestmatter 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 acknowledges that failure consents to comply with such 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 may result, inter alia, in the withdrawal of the voting rights attaching made pursuant to the Shares underlying such this Section relating to that Holder that is known to that Owner or other Holder's Receipts and, if such Shares represent 0.25 percent or more of the issued Shares, the imposition of restrictions on the rights to transfer, or to receive distributions relating to, the Shares underlying such Receipts. The Depositary agrees to use its reasonable best efforts efforts, at the Company's expense, to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward any such requests from the Holder or to take any other reasonable actions specified by the Company any responses it receives in response to obtain such informationthat request. In additionThe Company has advised the Depositary and each Holder agrees that pursuant to the Companies Act, any 2016 of Malaysia, as in effect as of the date of this Deposit Agreement, a Holder of a Receipt (i) who is or becomes directly or indirectly interested (within the meaning of the Companies Act, 2016 of Malaysia or any reenactment or amendment thereof (the “Act”) in 35% or more (or such other amount as may be required by the Companies Act) of the outstanding Shares, Shares or (ii) who is or becomes a substantial shareholder of the Company within the meaning of the Act (a "Substantial Shareholder") or (iii) who is aware that another person for whom it holds such a Receipt is so interestedinterested or (iv) who is aware that another person for whom it holds a Receipt is a Substantial Shareholder, shall within two business days the time specified in the Act, after becoming (i) interested in 5% or more of the outstanding Shares or (ii) a Substantial Shareholder or (iii) aware that it holds a Receipt for a person so interested or (iv) aware that another person for whom it holds a Receipt is a Substantial Shareholder, and thereafter upon any changes in such other time interests, notify the Company and Bursa Malaysia as required by the Act. Each Holder further agrees to make such disclosure of interests in Shares of the Company as may be required to be made by such Holder under any laws, regulations or codes of practice applicable in Malaysia (including but not limited to the Malaysia Code on Takeovers and Mergers, 2016 and any successor thereto) whether or not the same may be enforceable against such Holder. The Depositary agrees that it shall cooperate with the Company, to the extent practicable, in enforcing the provisions of the Act should such legislation apply to the Company, and any other laws, regulations or codes of practice in Malaysia (including but not limited to the Malaysian Code On Takeovers and Mergers, 2016 and any successor thereto) from time to time relating to disclosure of interests, including sanctions that may be invoked in the event a Holder fails to provide certain requested information concerning interests in Receipts or Deposited Securities. The Depositary has been advised by the Companies Act) after becoming so interested or so aware, Company that such sanctions may include limitations on the transfer of such Shares and thereafter upon certain changes in such interest, notify limitations on the Company as required by the Companies Actpayment of dividends on Shares.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
Disclosure of Interests. Notwithstanding any other provision of this the Class C-2 Deposit Agreement, each Holder and without prejudice to the disclosure obligations in respect of Shares contained in the Articles Beneficial Owner agrees, and the Companies Xxx 0000 Depositary agrees, to comply with the Company's Articles of Great BritainAssociation, as they may be amended from time to time, and the laws of England and Wales with respect to the disclosure requirements regarding ownership of Shares. In the case such disclosure of Shares is required of a Holder or Beneficial Owner, such Holder or Beneficial Owner must at the same time also disclose its ownership of any Shares, as well as of ADS(s) as if they were the Shares represented thereby. As of the date of this Agreement, such disclosure requirements regarding ownership of Shares are as follows: Notwithstanding any provision of the Class C-2 Deposit Agreement or of any ADR(s) and without limiting the foregoing, by being a Holder or Beneficial Owner of an ADS, each such Holder or Beneficial Owner agrees to provide such information as the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the U.K. Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the "Companies Act") and the remedies of the Company under or the Articles and the Companies Act for noncompliance therewithof Association. By accepting or holding an ADS, each Holder agrees to comply with requests from the Company or the Depositary made under the Articles or the Companies Act as Beneficial Owner acknowledges that it currently exists at the date of this Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide information, inter alia, as to the capacity in which such Holder owns Receipts and regarding the identity of any other person interested (as defined in the Companies Act) in such Receipts and the nature of such interest. Each Holder acknowledges understands that failure to comply with such a request Disclosure Notice may resultresult in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, inter aliaor appears to be or has been, interested as provided in the Companies Act and the Articles of Association which currently include the withdrawal of the voting rights attaching to the Shares underlying such Holder's Receipts and, if of such Shares and (where the relevant Shares represent 0.25 percent or more at least 0.25% in nominal value of the issued Shares, shares of their class (calculated exclusive of any Shares held as treasury shares)) and the imposition of restrictions on the rights to transfer, or receive dividends on and to receive distributions relating to, the Shares underlying transfer such Receipts. The Depositary agrees to use its reasonable best efforts to forward any such requests from the Holder or to take any other reasonable actions specified by the Company to obtain such information. In addition, any Holder of a Receipt who is or becomes directly or indirectly interested (within the meaning of the Companies Act) in 3% or more (or such other amount as may be required by the Companies Act) of the outstanding Shares, or is aware that another person for whom it holds such Receipt is so interested, shall within two business days (or such other time as may be required by the Companies Act) after becoming so interested or so aware, and thereafter upon certain changes in such interest, notify the Company as required by the Companies Act.
Appears in 1 contract
Samples: Citibank,N.A./ADR
Disclosure of Interests. Notwithstanding any other provision of this the Deposit Agreement, each Owner agrees to be bound by and without prejudice subject to the Memorandum and Articles of Association of the Company (to the extent as if such American Depositary Shares evidenced by such Receipt were the Shares represented by such American Depositary Shares evidenced by such Receipt, provided, however, that such provisions shall apply to such persons only to the extent feasible), and to provide such information as the Company may request in a disclosure obligations notice (a “Disclosure Notice”) given pursuant to statutory provisions of English law or the Memorandum and Articles of Association of the Company. Failure of an Owner to provide in a timely fashion information requested in any Disclosure Notice may, in the Company’s sole discretion, result in the withholding of certain rights in respect of such Owner’s American Depositary Shares contained (including voting rights and certain rights as to dividends in the Articles and the Companies Xxx 0000 of Great Britain, as amended from time to time, (the "Companies Act") and the remedies respect of the Company under the Articles and the Companies Act for noncompliance therewith, each Holder agrees to comply with requests from the Company or the Shares represented by such American Depositary made under the Articles or the Companies Act as it currently exists at the date of this Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide information, inter alia, as to the capacity in which such Holder owns Receipts and regarding the identity of any other person interested (as defined in the Companies Act) in such Receipts and the nature of such interest. Each Holder acknowledges that failure to comply with such a request may result, inter alia, in the withdrawal of the voting rights attaching to the Shares underlying such Holder's Receipts and, if such Shares represent 0.25 percent or more of the issued Shares, the imposition of restrictions on the rights to transfer, or to receive distributions relating to, the Shares underlying such Receipts). The Depositary agrees to use its reasonable best efforts to forward comply with any such requests written instructions received from the Holder or to Company requesting that the Depositary take any other reasonable the actions specified by the Company therein to obtain such information. In addition, any Holder of a Receipt Owner who is or becomes directly or indirectly interested (within the meaning of Section 208 and 209 of the United Kingdom Companies Xxx 0000, as amended from time to time (the “Companies Act”)), in the issued ordinary share capital of the Company equal to or in excess of the then “notifiable interest” (at the date hereof, three percent (3%)) in 3% or more (or such other amount as may be required by the Companies Act) of the outstanding Shares, or is aware that another person for whom it holds such Receipt Receipts is so interested, shall must within two (2) business days (or such other time period as may be required by the Companies Act) after becoming so interested or so aware, and thereafter upon certain any changes in such interestof at least one percent (1%) of the outstanding Shares, notify the Company as required by the Companies Act. If the Company requests information from the Depositary or the Custodian, as the registered owners of Shares, pursuant to the Memorandum and Articles of Association of the Company or the Companies Act, the obligations of the Depositary or the Custodian, as the case may be, shall be limited to disclosing to the Company such information relating to the Shares in question as has in each case been recorded by it pursuant to the terms of the Deposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
Disclosure of Interests. Notwithstanding any other provision of this Deposit Agreement, each Owner agrees to be bound by and without prejudice subject to the Memorandum and Articles of Association of the Issuer (to the extent as if such American Depositary Shares evidenced by such Receipt were the Shares represented by such American Depositary Shares evidenced by such Receipt; provided, however, that such provisions shall apply to such persons only to the extent feasible), and to provide such information as the Issuer may request in a disclosure obligations notice (a “Disclosure Notice”) given pursuant to statutory provisions of English law or the Memorandum and Articles of Association of the Issuer. Failure of an Owner to provide in a timely fashion information requested in any Disclosure Notice may, in the Issuer’s sole discretion, result in the withholding of certain rights in respect of such Owner’s American Depositary Shares contained (including voting rights and certain rights as to dividends in the Articles and the Companies Xxx 0000 of Great Britain, as amended from time to time, (the "Companies Act") and the remedies respect of the Company under the Articles and the Companies Act for noncompliance therewith, each Holder agrees to comply with requests from the Company or the Shares represented by such American Depositary made under the Articles or the Companies Act as it currently exists at the date of this Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide information, inter alia, as to the capacity in which such Holder owns Receipts and regarding the identity of any other person interested (as defined in the Companies Act) in such Receipts and the nature of such interest. Each Holder acknowledges that failure to comply with such a request may result, inter alia, in the withdrawal of the voting rights attaching to the Shares underlying such Holder's Receipts and, if such Shares represent 0.25 percent or more of the issued Shares, the imposition of restrictions on the rights to transfer, or to receive distributions relating to, the Shares underlying such Receipts). The Depositary agrees to use its reasonable best efforts to forward comply with any such requests written instructions received from the Holder or to Issuer requesting that the Depositary take any other reasonable the actions specified by the Company therein to obtain such information. In addition, any Holder of a Receipt Owner who is or becomes directly or indirectly interested (within the meaning of Section 208 and 209 of the United Kingdom Companies Axx 0000, as amended from time to time (the “Companies Act”)), in the issued ordinary share capital of the Issuer equal to or in excess of the then “notifiable interest” (at the date hereof, three percent (3%)) in 3% or more (or such other amount as may be required by the Companies Act) of the outstanding Shares, or is aware that another person for whom it holds such Receipt Receipts is so interested, shall must within two (2) business days (or such other time period as may be required by the Companies Act) after becoming so interested or so aware, and thereafter upon certain any changes in such interestof at least one percent (1%) of the outstanding Shares, notify the Company Issuer as required by the Companies Act. If the Issuer requests information from the Depositary or the Custodian, as the registered owners of Shares, pursuant to the Memorandum and Articles of Association of the Issuer or the Companies Act, the obligations of the Depositary or the Custodian, as the case may be, shall be limited to disclosing to the Issuer such information relating to the Shares in question as has in each case been recorded by it pursuant to the terms of this Deposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
Disclosure of Interests. 7 11 Notwithstanding any other provision of this Deposit Agreement, and without prejudice to the disclosure obligations in respect of Shares contained in the Articles and the Companies Xxx Act 0000 of xx Great Britain, as amended or supplemented from time to time, or any successor thereto (the "Companies Act"), (i) and the remedies of the Company under the Articles and the Companies Act for noncompliance therewith, each Holder (a) agrees to comply with requests from the Company or the Depositary Company, which are made under statutory provisions in the Articles or the Companies Act as it currently exists at the date of this Agreement or as the same may be amended or modified or under any similar law as may be enacted, United Kingdom to provide information, inter alia, information as to the capacity in which such Holder owns Receipts and regarding the identity of any other person interested (as defined in the Companies Act) in such Receipts and the nature of such interest. Each Holder acknowledges that failure , and (b) may, pursuant to comply with such a request may result, inter alia, in the withdrawal statutory provisions and any provisions of the Memorandum and Articles of Association of the Company, forfeit the right to direct the voting rights attaching of, the right to receive dividends, and be prohibited from transferring Shares as to which compliance is not made, all as if such Receipts were to the Shares underlying such Holder's Receipts and, if such Shares represent 0.25 percent or more of the issued Shares, the imposition of restrictions on the rights to transfer, or to receive distributions relating to, extent practicable the Shares underlying such Receipts. The represented thereby, and (ii) the Depositary agrees to use its reasonable best efforts to forward comply with any such requests instructions received from the Holder or to Company requesting that the Depositary take any other the reasonable actions specified by the Company therein to obtain such informationinformation and the Company agrees to pay the expenses and charges of the Depositary in connection with such efforts. In addition, and without prejudice to the disclosure obligations in respect of Shares contained in the Companies Act, any Holder of a Receipt who is or becomes directly or indirectly interested (within the meaning of the Companies Act) in 3% the issued share capital of the Company equal to or more in excess of the "notifiable percentage" (or such other amount as may be required by at the date hereof, three percent) referred to in the Companies Act) of the outstanding Shares, or is aware that another person for whom it holds such Receipt is so interested, shall within two business days (or such other time as may be required by the Companies Act) after becoming so interested or so aware, and thereafter upon certain changes in such interest, notify the Company as required by the Companies ActAct 0000.
Appears in 1 contract
Disclosure of Interests. Notwithstanding any other provision of the Deposit Agreement and this Deposit AgreementADR, and without prejudice to the disclosure and/or prior approval obligations in respect of Shares contained in the Articles and Banks Act, 1990, of the Companies Xxx 0000 Republic of Great BritainSouth Africa, as amended or supplemented from time to time, or any successor thereto (the "Companies Banks Act"), (i) and the remedies of the Company under the Articles and the Companies Act for noncompliance therewith, each Holder (a) agrees to comply with requests from the Company or the Depositary Company, which are made under statutory provisions in the Articles or the Companies Act as it currently exists at the date Republic of this Agreement or as the same may be amended or modified or under any similar law as may be enacted, South Africa to provide information, inter alia, information as to the capacity in which such Holder owns Receipts ADRs and regarding the identity of any other person interested (as defined in the Companies Act) in such Receipts ADRs and the nature of such interest. Each Holder acknowledges that failure , and (b) may, pursuant to comply with such a request may result, inter alia, in the withdrawal statutory provisions and any provisions of the Memorandum and Articles of Association of the Company, forfeit the right to direct the voting rights attaching of, the right to receive dividends, and be prohibited from transferring Shares as to which compliance is not made, all as if such ADRs were to the Shares underlying such Holder's Receipts and, if such Shares represent 0.25 percent or more of the issued Shares, the imposition of restrictions on the rights to transfer, or to receive distributions relating to, extent practicable the Shares underlying such Receipts. The Depositary represented thereby, and (ii) the Depositary, at the Company' a expense, agrees to use its reasonable best efforts to forward any such requests from the Holder or to take any other comply with reasonable actions specified instructions received by the Company to obtain such informationin respect thereof. In addition, and without prejudice to the disclosure and/or prior approval obligations in respect of Shares contained in the Banks Act, any Holder of a Receipt an ADR who is or becomes directly or indirectly interested (within the meaning of the Companies Banks Act) in 3% or more (or such other amount as may be required by the Companies Act) issued share capital of the outstanding SharesCompany equal to or in excess of the "allowable percentage" (which, on the date hereof is 15%) referred to in the Banks Act, or is aware that another person for whom it holds such Receipt ADRs is so interested, shall shall, within two business days (or such other time as may be required by the Companies Act) after becoming so interested or so aware, aware and thereafter upon certain changes in such interest, notify the Company to enable the Company to comply with the Banks Act. The Company acknowledges that the Depositary has no obligation under the Banks Act or any other law, rule or regulation of the Republic of South Africa to so notify the Company with respect to Shares held by it in its capacity as required Depositary or held by the Companies Act.Custodian for the account of the Depositary. (7)
Appears in 1 contract
Samples: Nedcor LTD /Fi
Disclosure of Interests. Notwithstanding any other provision of the Deposit Agreement or this Deposit AgreementADR, and without prejudice each Holder agrees to provide such information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the disclosure obligations in respect of Shares contained in the Articles and the United Kingdom Companies Xxx 0000 of Great Britain, Act 1985 (as amended from time to timetime and including any statutory modification or re-enactment thereof, (the "“Companies Act"”) and or the remedies Articles of Association of the Company under the Articles and the Companies Act for noncompliance therewithCompany. By accepting or holding this ADR, each Holder agrees to comply with requests from the Company or the Depositary made under the Articles or the Companies Act as acknowledges that it currently exists at the date of this Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide information, inter alia, as to the capacity in which such Holder owns Receipts and regarding the identity of any other person interested (as defined in the Companies Act) in such Receipts and the nature of such interest. Each Holder acknowledges understands that failure to comply with such a request Disclosure Notice may resultresult in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, inter aliaor appears to be or have been, interested as provided in the Companies Act and the Articles of Association which currently include the withdrawal of the voting rights attaching to the Shares underlying such Holder's Receipts and, if of such Shares represent 0.25 percent or more of the issued Shares, and the imposition of restrictions on the rights to transfer, or receive dividends on and to receive distributions relating to, the Shares underlying transfer such Receipts. The Depositary agrees to use its reasonable best efforts to forward any such requests from the Holder or to take any other reasonable actions specified by the Company to obtain such informationShares. In addition, by accepting or holding this ADR each Holder agrees to comply with the provisions of the Companies Act with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that any Holder of a Receipt who is or becomes directly or indirectly interested (within the meaning of the Companies Act) in 3% or more or, in the case of interests which are not defined as “material” by the Companies Act, in 10% or more (or such other amount as may be required provided by the Companies ActAct as amended from time to time) of the outstanding Shares, or is aware that another person for whom it holds such Receipt ADRs is so interested, shall must within two business days (or such other time as may be required by the Companies Act) after becoming so interested or so aware, aware (and thereafter in certain circumstances upon certain any changes in such interest, the percentage interest in the outstanding Shares) notify the Company as required by the Companies Act. In the event that the Company determines that there has been a failure to comply with a Disclosure Notice with respect to any Deposited Securities and that sanctions are to be imposed against such Deposited Securities pursuant to the Companies Act or the Articles of Association, the Company shall so notify the Depositary, giving full details thereof, and shall instruct the Depositary in writing to notify the Holder to surrender their ADRs for cancellation. Upon notice from the Depositary in accordance herewith, each Holder hereby agrees to surrender their ADRs for cancellation and to become a shareholder of the Company so as to permit any sanctions imposed pursuant to the Companies Act or the Articles of Association to be imposed directly against such Holder as a shareholder of the Company. The Company agrees not to provide any notice hereunder with respect to DTC or any of its nominees. If the Company requests information from the Depositary or the Custodian, as the registered holders of Shares, pursuant to the Articles of Association of the Company or the Companies Act, the obligations of the Depositary or the Custodian, as the case may be, shall be limited to disclosing to the Company such information relating to the Shares in question as has in each case been recorded by it pursuant to the terms of this Deposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (Tomkins PLC)
Disclosure of Interests. To the extent that the provisions of or governing any Deposited Property may require disclosure of or impose limits on beneficial or other ownership of Deposited Property, other Shares and other securities and may provide for blocking transfer, voting or other rights to enforce such disclosure or limits, Holders and all persons holding ADRs agree to comply with all such disclosure requirements and ownership limitations and to cooperate with the Depositary in the Depositary's compliance with any Company instructions in respect thereof, and the Depositary will use reasonable efforts to comply with such Company instructions. Notwithstanding any other provision of the Deposit Agreement or this Deposit AgreementADR, and without prejudice each Holder agrees to provide such information as the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the disclosure obligations in respect of Shares contained in the Articles and the United Kingdom Companies Xxx 0000 of Great Britain, Act 1985 (as amended from time to timetime and including any statutory modification or reenactment thereof, (the "Companies Act") and or the remedies Articles of Association of the Company under within the Articles and the Companies Act for noncompliance therewith, each Holder agrees to comply with requests from the Company or the Depositary made under the Articles or the Companies Act as it currently exists at the date of this Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide information, inter alia, as to the capacity in which such Holder owns Receipts and regarding the identity of any other person interested (as defined in the Companies Act) time period specified in such Receipts and the nature of such interestDisclosure Notice. Each Holder acknowledges that it understands that failure to comply with such a request Disclosure Notice may resultresult in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, inter aliaor appears to be or has been, interested as provided in the Companies Act and the Articles of Association which currently include, the withdrawal of the voting rights attaching to the Shares underlying such Holder's Receipts and, if of such Shares represent 0.25 percent or more of the issued Shares, and the imposition of restrictions on the rights to transfer, or receive dividends on and to receive distributions relating to, the Shares underlying transfer such Receipts. The Depositary agrees to use its reasonable best efforts to forward any such requests from the Holder or to take any other reasonable actions specified by the Company to obtain such informationShares. In addition, each Holder agrees to comply with the provisions of the Companies Act with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that any Holder of a Receipt who is or becomes directly or indirectly interested (within the meaning of the Companies Act) in 3% or more (or such other amount as may be required by the Companies Act) of the outstanding Shares, or is aware that another person for whom it holds such Receipt ADRs is so interested, shall must within two business days (or such other time as may be required by the Companies Act) after becoming so interested or so aware, aware (and thereafter in certain circumstances upon certain changes in such interest, any change to the particulars previously notified) notify the Company as required by the Companies Act.
Appears in 1 contract
Disclosure of Interests. Notwithstanding any other provision of this Receipt or the Deposit Agreement, and without prejudice to the disclosure obligations in respect of Shares contained in the Articles and the Companies Xxx 0000 of Great Britain, as amended or supplemented from time to time, or any successor thereto (the "“Companies Act"”), or the Securities (Disclosure of Interests) and Ordinance of Hong Kong, as amended or supplemented from time to time, or any successor thereto (the remedies “Disclosure of the Company under the Articles and the Companies Act for noncompliance therewithInterests Ordinance”), each Holder hereof (a) agrees to comply with requests from the Company or the Depositary Company, which are made under statutory provisions in the Articles United Kingdom or the Companies Act as it currently exists at the date of this Agreement or as the same may be amended or modified or under any similar law as may be enactedHong Kong, to provide information, inter alia, information as to the capacity in which such Holder owns Receipts or owned this Receipt and regarding the identity of any other person then or previously interested (as defined in the Companies Act) in such Receipts this Receipt and the nature of such interest. Each Holder acknowledges that failure , and (b) may, pursuant to comply with such a request may result, inter alia, in the withdrawal statutory provisions and any provisions of the Articles, forfeit the right to direct the voting rights attaching of, the right to receive dividends on, and be prohibited from transferring, Shares as to which compliance is not made, all as if this Receipt were to the Shares underlying such Holder's Receipts and, if such Shares represent 0.25 percent or more of the issued Shares, the imposition of restrictions on the rights to transfer, or to receive distributions relating to, extent practicable the Shares underlying such Receipts. The Depositary agrees to use its reasonable best efforts to forward any such requests from the Holder or to take any other reasonable actions specified by the Company to obtain such informationrepresented thereby. In addition, and without prejudice to the disclosure obligations in respect of Shares contained in the Companies Act or the Disclosure of Interests Ordinance, any Holder of a this Receipt who is or becomes directly or indirectly interested (within the meaning of the Companies ActArticles) in 3% or more (or such other amount as may be required by the Companies Act) issued share capital of the outstanding SharesCompany equal to or in excess of the “notifiable percentage” (at the date of the Deposit Agreement, one percent) referred to in the Articles, or is aware that another person for whom it holds such Receipt is so interested, shall within two business days (or such other time as may be required by the Companies Act) after becoming so interested or so aware, and thereafter upon certain changes in such interest, notify the Company as required by the Articles, the Companies ActAct or the Disclosure of Interests Ordinance.
Appears in 1 contract
Samples: Deposit Agreement (Hong Kong & China Gas Company LTD /Fi)
Disclosure of Interests. Notwithstanding any other provision of this Deposit Agreement, each Owner and without prejudice Beneficial Owner agrees to be bound by and subject to the Memorandum and Articles of Association of the Company (to the same extent as if such American Depositary Shares evidenced by such Receipt were the Shares represented by such American Depositary Shares evidenced by such Receipt, provided, however, that such provisions shall apply to such persons only to the extent feasible), and to provide such information as the Company may request in a disclosure obligations notice (a "Disclosure Notice") given pursuant to statutory provisions of English law or the Memorandum and Articles of Association. Failure of an Owner or Beneficial Owner to provide in a timely fashion information requested in any Disclosure Notice may, in the Company's sole discretion, result in the withholding of certain rights in respect of such Owner's or Beneficial Owner's American Depositary Shares contained (including voting rights and certain rights as to dividends in the Articles and the Companies Xxx 0000 of Great Britain, as amended from time to time, (the "Companies Act") and the remedies respect of the Company under the Articles and the Companies Act for noncompliance therewith, each Holder agrees to comply with requests from the Company or the Shares represented by such American Depositary made under the Articles or the Companies Act as it currently exists at the date of this Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide information, inter alia, as to the capacity in which such Holder owns Receipts and regarding the identity of any other person interested (as defined in the Companies Act) in such Receipts and the nature of such interest. Each Holder acknowledges that failure to comply with such a request may result, inter alia, in the withdrawal of the voting rights attaching to the Shares underlying such Holder's Receipts and, if such Shares represent 0.25 percent or more of the issued Shares, the imposition of restrictions on the rights to transfer, or to receive distributions relating to, the Shares underlying such Receipts). The Depositary agrees to use its reasonable best efforts to forward comply with any such requests instructions received from the Holder or to Company requesting that the Depositary take any other reasonable the actions specified by the Company therein to obtain such information. In addition, any Holder of a Receipt Owner or Beneficial Owner who is or becomes directly or indirectly interested (within the meaning of Sections 208 and 209 of the United Kingdom Companies Act of 1985, as amended from time to time (the "Companies Act")), in any class (or series) of the issued ordinary share capital of the Company equal to or in 3% or more excess of the then "notifiable interest" (at the date hereof, three percent) or such other amount as may be required by the Companies Act) of the outstanding Shares, or is aware that another person for whom it holds such Receipt Receipts is so interested, shall must within two business days (or such other time period as may be required by the Companies Act) after becoming so interested or so aware, and thereafter upon certain any changes in such interestof at least one percent of the outstanding Shares, notify the Company as required by the Companies Act. If the Company requests information form the Depositary or the Custodian, as the registered owners of Shares, pursuant to the Memorandum and Articles of Association of the Company or the Companies Act, the obligations of the Depositary or the Custodian, as the case may be, shall be limited to disclosing to the Company such information relating to the Shares in question as has in each case been recorded by it pursuant to the terms of this Deposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (British Sky Broadcasting Group PLC)
Disclosure of Interests. Notwithstanding any other provision of this the Class C-1 Deposit Agreement, each Holder and without prejudice to the disclosure obligations in respect of Shares contained in the Articles Beneficial Owner agrees, and the Companies Xxx 0000 Depositary agrees, to comply with the Company's Articles of Great BritainAssociation, as they may be amended from time to time, and the laws of England and Wales with respect to the disclosure requirements regarding ownership of Shares. In the case such disclosure of Shares is required of a Holder or Beneficial Owner, such Holder or Beneficial Owner must at the same time also disclose its ownership of any Shares, as well as of ADS(s) as if they were the Shares represented thereby. As of the date of this Agreement, such disclosure requirements regarding ownership of Shares are as follows: Notwithstanding any provision of the Class C-1 Deposit Agreement or of any ADR(s) and without limiting the foregoing, by being a Holder or Beneficial Owner of an ADS, each such Holder or Beneficial Owner agrees to provide such information as the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the U.K. Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the "Companies Act") and the remedies of the Company under or the Articles and the Companies Act for noncompliance therewithof Association. By accepting or holding an ADS, each Holder agrees to comply with requests from the Company or the Depositary made under the Articles or the Companies Act as Beneficial Owner acknowledges that it currently exists at the date of this Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide information, inter alia, as to the capacity in which such Holder owns Receipts and regarding the identity of any other person interested (as defined in the Companies Act) in such Receipts and the nature of such interest. Each Holder acknowledges understands that failure to comply with such a request Disclosure Notice may resultresult in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, inter aliaor appears to be or has been, interested as provided in the Companies Act and the Articles of Association which currently include the withdrawal of the voting rights attaching to the Shares underlying such Holder's Receipts and, if of such Shares and (where the relevant Shares represent 0.25 percent or more at least 0.25% in nominal value of the issued Shares, shares of their class (calculated exclusive of any Shares held as treasury shares)) and the imposition of restrictions on the rights to transfer, or receive dividends on and to receive distributions relating to, the Shares underlying transfer such Receipts. The Depositary agrees to use its reasonable best efforts to forward any such requests from the Holder or to take any other reasonable actions specified by the Company to obtain such information. In addition, any Holder of a Receipt who is or becomes directly or indirectly interested (within the meaning of the Companies Act) in 3% or more (or such other amount as may be required by the Companies Act) of the outstanding Shares, or is aware that another person for whom it holds such Receipt is so interested, shall within two business days (or such other time as may be required by the Companies Act) after becoming so interested or so aware, and thereafter upon certain changes in such interest, notify the Company as required by the Companies Act.
Appears in 1 contract
Disclosure of Interests. Notwithstanding any other provision of this Deposit Agreement, each Owner and without prejudice Beneficial Owner agrees to be bound by and subject to the Memorandum and Articles of Association of the Company (to the same extent as if such American Depositary Shares evidenced by such Receipt were the Shares represented by such American Depositary Shares evidenced by such Receipt, provided, however, that such provisions shall apply to such persons only to the extent feasible), and to provide such information as the Company may request in a disclosure obligations notice (a "Disclosure Notice") given pursuant to statutory provisions of English law or the Memorandum and Articles of Association. Failure of an Owner or Beneficial Owner to provide in a timely fashion information requested in any Disclosure Notice may, in the Company's sole discretion, result in the withholding of certain rights in respect of such Owner or Beneficial Owner's American Depositary Shares contained (including voting rights and certain rights as to dividends in the Articles and the Companies Xxx 0000 of Great Britain, as amended from time to time, (the "Companies Act") and the remedies respect of the Company under the Articles and the Companies Act for noncompliance therewith, each Holder agrees to comply with requests from the Company or the Shares represented by such American Depositary made under the Articles or the Companies Act as it currently exists at the date of this Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide information, inter alia, as to the capacity in which such Holder owns Receipts and regarding the identity of any other person interested (as defined in the Companies Act) in such Receipts and the nature of such interest. Each Holder acknowledges that failure to comply with such a request may result, inter alia, in the withdrawal of the voting rights attaching to the Shares underlying such Holder's Receipts and, if such Shares represent 0.25 percent or more of the issued Shares, the imposition of restrictions on the rights to transfer, or to receive distributions relating to, the Shares underlying such Receipts). The Depositary agrees to use its reasonable best efforts to forward comply with any such requests written instructions received from the Holder or to Company requesting that the Depositary take any other reasonable the actions specified by the Company therein to obtain such information. In addition, any Holder of a Receipt Owner or Beneficial Owner who is or becomes directly or indirectly interested (within the meaning of Section 208 and 209 of the United Kingdom Companies Act 1985, as amended from time to time (the "Companies Act")), in the issued ordinary share capital of the Company equal to or in excess of the then "notifiable interest" (at the date hereof, three percent (3%)) in 3% or more (or such other amount as may be required by the Companies Act) of the outstanding Shares, or is aware that another person for whom it holds such Receipt Receipts is so interested, shall must within two (2) business days (or such other time period as may be required by the Companies Act) after becoming so interested or so aware, and thereafter upon certain any changes in such interestof at least one percent (1%) of the outstanding Shares, notify the Company as required by the Companies Act. If the Company requests information from the Depositary or the Custodian, as the registered owners of Shares, pursuant to the Memorandum and Articles of Association of the Company or the Companies Act, the obligations of the Depositary or the Custodian, as the case may be, shall be limited to disclosing to the Company such information relating to the Shares in question as it is required to disclose pursuant to the terms of this Deposit Agreement. The obligations of any Owner or Beneficial Owner under this Section 3.4 are in addition to any obligation that such Owner or Beneficial Owner may otherwise have under the Companies Act or the Memorandum and Articles of Association of the Issuer.
Appears in 1 contract
Samples: Acambis PLC
Disclosure of Interests. 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 and all persons holding ADRs agree to comply with all such disclosure requirements and ownership limitations and to cooperate with the Depositary in the Depositary's compliance with any Company instructions in respect thereof, and the Depositary will use reasonable efforts to comply with such Company instructions. Notwithstanding any other provision of the Deposit Agreement or this Deposit AgreementADR, and without prejudice each Holder agrees to provide such information as the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the disclosure obligations in respect of Shares contained in the Articles and the United Kingdom Companies Xxx 0000 of Great Britain, Act 1985 (as amended from time to timetime and including any statutory modification or reenactment thereof, (the "Companies Act") and or the remedies Articles of Association of the Company under within the Articles and the Companies Act for noncompliance therewith, each Holder agrees to comply with requests from the Company or the Depositary made under the Articles or the Companies Act as it currently exists at the date of this Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide information, inter alia, as to the capacity in which such Holder owns Receipts and regarding the identity of any other person interested (as defined in the Companies Act) time period specified in such Receipts and the nature of such interestDisclosure Notice. Each Holder acknowledges that it understands that failure to comply with such a request Disclosure Notice may resultresult in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, inter aliaor appears to be or has been, interested as provided in the Companies Act and the Articles of Association which currently include, the withdrawal of the voting rights attaching to the Shares underlying such Holder's Receipts and, if of such Shares represent 0.25 percent or more of the issued Shares, and the imposition of restrictions on the rights to transfer, or receive dividends on and to receive distributions relating to, the Shares underlying transfer such Receipts. The Depositary agrees to use its reasonable best efforts to forward any such requests from the Holder or to take any other reasonable actions specified by the Company to obtain such informationShares. In addition, each Holder agrees to comply with the provisions of the Companies Act with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that any Holder of a Receipt who is or becomes directly or indirectly interested (within the meaning of the Companies Act) in 3% or more (or such other amount as may be required by the Companies Act) of the outstanding Shares, or is aware that another person for whom it holds such Receipt ADRs is so interested, shall must within two business days (or such other time as may be required by the Companies Act) after becoming so interested or so aware, aware (and thereafter in certain circumstances upon certain changes in such interest, any change to the particulars previously notified) notify the Company as required by the Companies Act.
Appears in 1 contract
Disclosure of Interests. Notwithstanding any other provision of this Deposit Agreement, each Owner and without prejudice Beneficial Owner agrees to be bound by and subject to the Memorandum and Articles of Association of the Company (to the same extent as if such American Depositary Shares evidenced by such Receipt were the Shares represented by such American Depositary Shares evidenced by such Receipt, provided, however, that such provisions shall apply to such persons only to the extent feasible), and to provide such information as the Company may request in a disclosure obligations notice (a "Disclosure Notice") given pursuant to statutory provisions of English law or the Memorandum and Articles of Association. Failure of an Owner or Beneficial Owner to provide in a timely fashion information requested in any Disclosure Notice may, in the Company's sole discretion, result in the withholding of certain rights in respect of such Owner's or Beneficial Owner's American Depositary Shares contained (including voting rights and certain rights as to dividends in the Articles and the Companies Xxx 0000 of Great Britain, as amended from time to time, (the "Companies Act") and the remedies respect of the Company under the Articles and the Companies Act for noncompliance therewith, each Holder agrees to comply with requests from the Company or the Shares represented by such American Depositary made under the Articles or the Companies Act as it currently exists at the date of this Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide information, inter alia, as to the capacity in which such Holder owns Receipts and regarding the identity of any other person interested (as defined in the Companies Act) in such Receipts and the nature of such interest. Each Holder acknowledges that failure to comply with such a request may result, inter alia, in the withdrawal of the voting rights attaching to the Shares underlying such Holder's Receipts and, if such Shares represent 0.25 percent or more of the issued Shares, the imposition of restrictions on the rights to transfer, or to receive distributions relating to, the Shares underlying such Receipts). The Depositary agrees to use its reasonable best efforts to forward comply with any such requests instructions received from the Holder or to Company requesting that the Depositary take any other reasonable the actions specified by the Company therein to obtain such information. In addition, any Holder of a Receipt Owner or Beneficial Owner who is or becomes directly or indirectly interested (within the meaning of Sections 208 and 209 of the United Kingdom Companies Act of 1985, as amended from time to time (the "Companies Act")), in any class (or series) of the issued ordinary share capital of the Company equal to or in 3% or more excess of the then "notifiable interest" (at the date hereof, three percent) or such other amount as may be required by the Companies Act) of the outstanding Shares, or is aware that another person for whom it holds such Receipt Receipts is so interested, shall must within two business days (or such other time period as may be required by the Companies Act) after becoming so interested or so aware, and thereafter upon certain any changes in such interestof at least one percent of the outstanding Shares, notify the Company as required by the Companies Act. If the Company requests information from the Depositary or the Custodian, as the registered owners of Shares, pursuant to the Memorandum and Articles of Association of the Company or the Companies Act, the obligations of the Depositary or the Custodian, as the case may be, shall be limited to disclosing to the Company such information relating to the Shares in question as has in each case been recorded by it pursuant to the terms of this Deposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
Disclosure of Interests. Notwithstanding any other provision of this the ADW Deposit Agreement, each Holder and without prejudice to the disclosure obligations in respect of Shares contained in the Articles Beneficial Owner agrees, and the Companies Xxx 0000 Depositary agrees, to comply with the Company’s Articles of Great BritainAssociation, as they may be amended from time to time, (the "Companies Act") and the remedies laws of England and Wales with respect to the Company under disclosure requirements regarding ownership of Shares. In the Articles and case such disclosure of Shares is required of a Holder or Beneficial Owner, such Holder or Beneficial Owner must at the Companies Act for noncompliance therewithsame time also disclose its ownership of any Warrants, each Holder agrees to comply with requests from as well as of ADW(s) as if they were the Company or the Depositary made under the Articles or the Companies Act as it currently exists at Warrants represented thereby. As of the date of this Agreement, such disclosure requirements regarding ownership of Shares are as follows: Notwithstanding any provision of the ADW Deposit Agreement or of any ADWR(s) and without limiting the foregoing, by being a Holder or Beneficial Owner of an ADW, each such Holder or Beneficial Owner agrees to provide such information as the same Company may be amended or modified or under any similar law as may be enacted, to provide information, inter alia, as request in a disclosure notice (a “Disclosure Notice”) given pursuant to the capacity in which such Holder owns Receipts and regarding the identity of any other person interested U.K. Companies Act 2006 (as defined in amended from time to time and including any statutory modification or re-enactment thereof, the “Companies Act”) in such Receipts and or the nature Articles of such interestAssociation. Each By accepting or holding an ADW, each Holder or Beneficial Owner acknowledges that it understands that failure to comply with such a request Disclosure Notice may resultresult in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, inter aliaor appears to be or has been, interested as provided in the Companies Act and the Articles of Association which currently include the withdrawal of the voting rights attaching to the Shares underlying such Holder's Receipts and, if of such Shares and (where the relevant Shares represent 0.25 percent or more at least 0.25% in nominal value of the issued Shares, shares of their class (calculated exclusive of any Shares held as treasury shares)) and the imposition of restrictions on the rights to transfer, or receive dividends on and to receive distributions relating to, the Shares underlying transfer such Receipts. The Depositary agrees to use its reasonable best efforts to forward any such requests from the Holder or to take any other reasonable actions specified by the Company to obtain such information. In addition, any Holder of a Receipt who is or becomes directly or indirectly interested (within the meaning of the Companies Act) in 3% or more (or such other amount as may be required by the Companies Act) of the outstanding Shares, or is aware that another person for whom it holds such Receipt is so interested, shall within two business days (or such other time as may be required by the Companies Act) after becoming so interested or so aware, and thereafter upon certain changes in such interest, notify the Company as required by the Companies Act.
Appears in 1 contract
Disclosure of Interests. Notwithstanding any other provision of this the Deposit Agreement, and without prejudice to the disclosure and/or prior approval obligations in respect of Shares contained in the Articles and Xxxxx Xxx, 0000, of the Companies Xxx 0000 Republic of Great BritainSouth Africa, as amended or supplemented from time to time, or any successor thereto (the "Companies Banks Act"), (i) and the remedies of the Company under the Articles and the Companies Act for noncompliance therewith, each Holder Owner (a) agrees to comply with requests from the Company or the Depositary Company, which are made under statutory provisions in the Articles or the Companies Act as it currently exists at the date Republic of this Agreement or as the same may be amended or modified or under any similar law as may be enacted, South Africa to provide information, inter alia, information as to the capacity in which such Holder Owner owns Receipts American Depositary Shares and regarding the identity of any other person interested (as defined in the Companies Act) in such Receipts American Depositary Shares and the nature of such interest. Each Holder acknowledges that failure , and (b) may, pursuant to comply with such a request may result, inter alia, in the withdrawal statutory provisions and any provisions of the Memorandum and Articles of Association of the Company, forfeit the right to direct the voting rights attaching of, the right to receive dividends, and be prohibited from transferring Shares as to which compliance is not made, all as if such American Depositary Shares were to the Shares underlying such Holder's Receipts and, if such Shares represent 0.25 percent or more of the issued Shares, the imposition of restrictions on the rights to transfer, or to receive distributions relating to, extent practicable the Shares underlying such Receipts. The Depositary represented thereby, and (ii) the Depositary, at the Company's expense, agrees to use its reasonable best efforts to forward any such requests from the Holder or to take any other comply with reasonable actions specified written instructions received by the Company to obtain such informationin respect thereof. In addition, and without prejudice to the disclosure and/or prior approval obligations in respect of Shares contained in the Banks Act, any Holder Owner of a Receipt American Depositary Shares who is or becomes directly or indirectly interested (within the meaning of the Companies Banks Act) in 3% or more (or such other amount as may be required by the Companies Act) issued share capital of the outstanding SharesCompany equal to or in excess of the "allowable percentage" (which, on the date of this Deposit Agreement is 15%) referred to in the Banks Act, or is aware that another person for whom it holds such Receipt American Depositary Shares is so interested, shall shall, within two business days (or such other time as may be required by the Companies Act) after becoming so interested or so aware, aware and thereafter upon certain changes in such interest, notify the Company to enable the Company to comply with the Banks Act. The Company acknowledges that the Depositary has no obligation under the Banks Act or any other law, rule or regulation of the Republic of South Africa to so notify the Company with respect to Shares held by it in its capacity as required Depositary or held by the Companies ActCustodian for the account of the Depositary.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
Disclosure of Interests. Notwithstanding any other provision of this the Class C-2 Deposit Agreement, each Holder and without prejudice to the disclosure obligations in respect of Shares contained in the Articles Beneficial Owner agrees, and the Companies Xxx 0000 Depositary agrees, to comply with the Company’s Articles of Great BritainAssociation, as they may be amended from time to time, (the "Companies Act") and the remedies laws of England and Wales with respect to the Company under disclosure requirements regarding ownership of Shares. In the Articles and case such disclosure of Shares is required of a Holder or Beneficial Owner, such Holder or Beneficial Owner must at the Companies Act for noncompliance therewithsame time also disclose its ownership of any Shares, each Holder agrees to comply with requests from as well as of ADS(s) as if they were the Company or the Depositary made under the Articles or the Companies Act as it currently exists at Shares represented thereby. As of the date of this Agreement, such disclosure requirements regarding ownership of Shares are as follows: Notwithstanding any provision of the Class C-2 Deposit Agreement or of any ADR(s) and without limiting the foregoing, by being a Holder or Beneficial Owner of an ADS, each such Holder or Beneficial Owner agrees to provide such information as the same Company may be amended or modified or under any similar law as may be enacted, to provide information, inter alia, as request in a disclosure notice (a “Disclosure Notice”) given pursuant to the capacity in which such Holder owns Receipts and regarding the identity of any other person interested U.K. Companies Act 2006 (as defined in amended from time to time and including any statutory modification or re-enactment thereof, the “Companies Act”) in such Receipts and or the nature Articles of such interestAssociation. Each By accepting or holding an ADS, each Holder or Beneficial Owner acknowledges that it understands that failure to comply with such a request Disclosure Notice may resultresult in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, inter aliaor appears to be or has been, interested as provided in the Companies Act and the Articles of Association which currently include the withdrawal of the voting rights attaching to the Shares underlying such Holder's Receipts and, if of such Shares and (where the relevant Shares represent 0.25 percent or more at least 0.25% in nominal value of the issued Shares, shares of their class (calculated exclusive of any Shares held as treasury shares)) and the imposition of restrictions on the rights to transfer, or receive dividends on and to receive distributions relating to, the Shares underlying transfer such Receipts. The Depositary agrees to use its reasonable best efforts to forward any such requests from the Holder or to take any other reasonable actions specified by the Company to obtain such information. In addition, any Holder of a Receipt who is or becomes directly or indirectly interested (within the meaning of the Companies Act) in 3% or more (or such other amount as may be required by the Companies Act) of the outstanding Shares, or is aware that another person for whom it holds such Receipt is so interested, shall within two business days (or such other time as may be required by the Companies Act) after becoming so interested or so aware, and thereafter upon certain changes in such interest, notify the Company as required by the Companies Act.
Appears in 1 contract
Disclosure of Interests. Notwithstanding any other provision of this Deposit Agreement, and without prejudice to the disclosure and/or prior approval obligations in respect of Shares contained in the Articles and Xxxxx Xxx, 0000, of the Companies Xxx 0000 Republic of Great BritainSouth Africa, as amended or supplemented from time to time, or any successor thereto (the "Companies Banks Act"), (i) and the remedies of the Company under the Articles and the Companies Act for noncompliance therewith, each Holder Owner (a) agrees to comply with requests from the Company or the Depositary Company, which are made under statutory provisions in the Articles or the Companies Act as it currently exists at the date Republic of this Agreement or as the same may be amended or modified or under any similar law as may be enacted, South Africa to provide information, inter alia, information as to the capacity in which such Holder Owner owns Receipts American Depositary Shares and regarding the identity of any other person interested (as defined in the Companies Act) in such Receipts American Depositary Shares and the nature of such interest. Each Holder acknowledges that failure , and (b) may, pursuant to comply with such a request may result, inter alia, in the withdrawal statutory provisions and any provisions of the Memorandum and Articles of Association of the Company, forfeit the right to direct the voting rights attaching of, the right to receive dividends, and be prohibited from transferring Shares as to which compliance is not made, all as if such American Depositary Shares were to the Shares underlying such Holder's Receipts and, if such Shares represent 0.25 percent or more of the issued Shares, the imposition of restrictions on the rights to transfer, or to receive distributions relating to, extent practicable the Shares underlying such Receipts. The Depositary represented thereby, and (ii) the Depositary, at the Company's expense, agrees to use its reasonable best efforts to forward any such requests from the Holder or to take any other comply with reasonable actions specified written instructions received by the Company to obtain such informationin respect thereof. In addition, and without prejudice to the disclosure and/or prior approval obligations in respect of Shares contained in the Banks Act, any Holder Owner of a Receipt American Depositary Shares who is or becomes directly or indirectly interested (within the meaning of the Companies Banks Act) in 3% or more (or such other amount as may be required by the Companies Act) issued share capital of the outstanding SharesCompany equal to or in excess of the "allowable percentage" (which, on the date of this Deposit Agreement is 15%) referred to in the Banks Act, or is aware that another person for whom it holds such Receipt American Depositary Shares is so interested, shall shall, within two business days (or such other time as may be required by the Companies Act) after becoming so interested or so aware, aware and thereafter upon certain changes in such interest, notify the Company to enable the Company to comply with the Banks Act. The Company acknowledges that the Depositary has no obligation under the Banks Act or any other law, rule or regulation of the Republic of South Africa to so notify the Company with respect to Shares held by it in its capacity as required Depositary or held by the Companies ActCustodian for the account of the Depositary.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
Disclosure of Interests. Notwithstanding any other provision of this Deposit Agreement, each Owner and without prejudice to the disclosure obligations in respect of Shares contained in the Articles and the Companies Xxx 0000 of Great Britain, as amended from time to time, (the "Companies Act") and the remedies of the Company under the Articles and the Companies Act for noncompliance therewith, each Holder Beneficial Owner agrees to comply with requests from the Company or the Depositary Issuer which are made under statutory provisions in the Articles or the Companies Act as it currently exists at the date of this Agreement or as the same may be amended or modified or under any similar law as may be enacted, United Kingdom to provide information, inter alia, information as to the capacity in which such Holder Owner or Beneficial Owner owns Receipts and regarding the identity of any other person interested (as defined in the Companies Act) in such Receipts and the nature of such interest. Each Holder acknowledges that failure interest and may, pursuant to comply with such a request may result, inter alia, in the withdrawal statutory provisions and any provisions of the Articles of Association of the Issuer, forfeit the right to vote and to direct the voting rights attaching of, and be prohibited from transferring, Receipts as to which compliance is not made, all as if such Receipts were to the Shares underlying such Holder's Receipts and, if such Shares represent 0.25 percent or more of the issued Shares, the imposition of restrictions on the rights to transfer, or to receive distributions relating to, extent practicable the Shares underlying such Receiptsrepresented by the American Depositary Shares evidenced thereby. The Depositary agrees to use its reasonable best efforts to forward any such requests comply with written instructions received from the Holder or to Issuer requesting that the Depositary take any other the reasonable actions specified by the Company therein to obtain such information, except when the Depositary is notified by the Issuer that such action is prohibited by applicable law. In addition, any Holder of a Receipt Owner or Beneficial Owner who is or becomes directly or indirectly interested (within the meaning of the Companies Act of 1985, as amended from time to time (the "Companies Act")), in the issued ordinary share capital of the Issuer equal to or in excess of the then "notifiable percentage" (at the date hereof, three percent (3%)) in 3% or more (or such other amount as may be required by the Companies Act) of the outstanding Shares, or is aware that another person for whom it holds such Receipt Receipts is so interested, shall must within two (2) business days (or such other time period as may be required by the Companies Act) after becoming so interested or so aware, and thereafter upon certain any changes in such interestof at least one percent (1%) of the outstanding Shares, notify the Company Issuer as required by the Companies Act. If the Issuer requests information from the Depositary or the Custodian, as the registered owners of Shares, pursuant to the Articles of Association of the Issuer or the Companies Act, the obligations of the Depositary or the Custodian, as the case may be, shall be limited to disclosing to the Issuer such information relating to the Shares in question as has in each case been recorded by it pursuant to the terms of this Deposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (Vodafone Airtouch Public Limited Co)
Disclosure of Interests. To the extent that the provisions of or law governing any Deposited Property may require disclosure of or impose limits on beneficial or other ownership of Deposited Property, other Shares and other securities and may provide for blocking transfer, voting or other rights to enforce such disclosure or limits, Holders and all persons holding ADRs agree to comply with all such disclosure requirements and ownership limitations and to cooperate with the Depositary in the Depositary's compliance with any Company instructions in respect thereof, and the Depositary will use reasonable efforts to comply with such Company instructions. Notwithstanding any other provision of the Deposit Agreement or this Deposit AgreementADR, and without prejudice each Holder agrees to provide such information as the Company may request in a disclosure obligations notice (a “Disclosure Notice”) given pursuant to s.793 of the Companies Act 2006 or any other legislation replacing or amending or supplementing the requirements of that section or the Company’s Articles of Association within the time period specified in such Disclosure Notice. 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 Shares contained which the non-complying person is or was, or appears to be or has been, interested as provided in s.795 of the Articles said Companies Act or any such replacement, amendment or successor and the Companies Xxx 0000 Company’s Articles of Great Britain, as amended from time to time, (Association which currently include the "Companies Act") and the remedies withdrawal of the Company under the Articles and the Companies Act for noncompliance therewithvoting rights of such Shares. In addition, each Holder agrees to comply with requests the provisions of the Disclosure Rules and Transparency Rules of the UK Financial Services Authority (the “FSA”) implementing certain provisions of the European Union Transparency Directive (2004/109/EC) (as amended from time to time and including any statutory modification or re-enactment thereof, the “Disclosure Rules”) with regard to the notification to the Company or the Depositary made under the Articles or the Companies Act as it of interests in Shares, which currently exists at the date of this Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide informationprovide, inter alia, as to the capacity in which such Holder owns Receipts and regarding the identity of any other person interested (as defined in the Companies Act) in such Receipts and the nature of such interest. Each Holder acknowledges that failure to comply with such a request may result, inter alia, in the withdrawal of the voting rights attaching to the Shares underlying such Holder's Receipts and, if such Shares represent 0.25 percent or more of the issued Shares, the imposition of restrictions on the rights to transfer, or to receive distributions relating to, the Shares underlying such Receipts. The Depositary agrees to use its reasonable best efforts to forward any such requests from the Holder or to take any other reasonable actions specified by the Company to obtain such information. In addition, any Holder of a Receipt who is or becomes directly or indirectly interested controls the exercise of “voting rights” (within the meaning of the Companies ActDisclosure Rules) in relation to 3% or more (or such other amount as may be required by the Companies Act) of the outstanding Shares, or is aware that another person for whom it holds such Receipt is ADRs so interestedcontrols such voting rights, shall must within two business trading days (or such other time as may be required by the Companies Act) after becoming so interested or so aware, aware (and thereafter in certain circumstances upon certain changes in such interest, any change to the particulars previously notified) notify the Company and the FSA as required by the Companies ActDisclosure Rules.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Disclosure of Interests. Notwithstanding any other provision of this Deposit Agreement, each Owner and without prejudice Beneficial Owner agrees to be bound by and subject to the Memorandum and Articles of Association of the Issuer (to the same extent as if such American Depositary Shares evidenced by such Receipt were the Shares represented by such American Depositary Shares evidenced by such Receipt; provided, however, that such provisions shall apply to such persons only to the extent feasible), and to provide such information as the Issuer may request in a disclosure obligations notice (a "Disclosure Notice") given pursuant to statutory provisions of English law or the Memorandum and Articles of Association. Failure of an Owner or Beneficial Owner to provide in a timely fashion information requested in any Disclosure Notice may, in the Issuer's sole discretion, result in the withholding of certain rights in respect of such Owner or Beneficial Owner's American Depositary Shares contained (including voting rights and certain rights as to dividends in the Articles and the Companies Xxx 0000 of Great Britain, as amended from time to time, (the "Companies Act") and the remedies respect of the Company under the Articles and the Companies Act for noncompliance therewith, each Holder agrees to comply with requests from the Company or the Shares represented by such American Depositary made under the Articles or the Companies Act as it currently exists at the date of this Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide information, inter alia, as to the capacity in which such Holder owns Receipts and regarding the identity of any other person interested (as defined in the Companies Act) in such Receipts and the nature of such interest. Each Holder acknowledges that failure to comply with such a request may result, inter alia, in the withdrawal of the voting rights attaching to the Shares underlying such Holder's Receipts and, if such Shares represent 0.25 percent or more of the issued Shares, the imposition of restrictions on the rights to transfer, or to receive distributions relating to, the Shares underlying such Receipts). The Depositary agrees to use its reasonable best efforts to forward comply with any such requests reasonable written instructions received from the Holder or to Issuer requesting that the Depositary take any other reasonable the actions specified by the Company therein to obtain such information. In addition, any Holder of a Receipt Owner or Beneficial Owner who is or becomes directly or indirectly interested (within the meaning of Section 208 and 209 of the United Kingdom Companies Xxx 0000, as amended from time to time (the "Companies Act")), in the issued ordinary share capital of the Issuer equal to or in excess of the then "notifiable interest" (at the date hereof, three percent (3%)) in 3% or more (or such other amount as may be required by the Companies Act) of the outstanding Shares, or is aware that another person for whom it holds such Receipt Receipts is so interested, shall must within two (2) business days (or such other time period as may be required by the Companies Act) after becoming so interested or so aware, and thereafter upon certain any changes in such interestof at least one percent (1%) of the outstanding Shares, notify the Company Issuer as required by the Companies Act. If the Issuer requests information from the Depositary or the Custodian, as the registered owners of Shares, pursuant to the Memorandum and Articles of Association of the Issuer or the Companies Act, the obligations of the Depositary or the Custodian, as the case may be, shall be limited to disclosing to the Issuer such information relating to the Shares in question as has in each case been recorded by it pursuant to the terms of this Deposit Agreement. The Issuer may instruct the Depositary to take action with respect to the beneficial ownership of any Owner of Beneficial Owner to eliminate any violation of the Issuer’s Memorandum and Articles of Incorporation or applicable law, including but not limited to a mandatory sale or disposition on behalf of any Owner or Beneficial Owner of the Shares represented by American Depositary Shares held by such Owner or Beneficial Owner, if and to the extent such disposition is permitted by applicable law. The Depositary agrees to use reasonable efforts if practicable to carry out such written instructions received from the Issuer. The Depositary shall not be liable and shall be fully protected in acting upon such written instructions from the Issuer.
Appears in 1 contract
Samples: Deposit Agreement (Cambridge Antibody Technology Group PLC)
Disclosure of Interests. Notwithstanding any other provision of this the Deposit Agreement, and without prejudice each Holder agrees to provide such information as the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the disclosure obligations in respect of Shares contained in the Articles and the United Kingdom Companies Xxx 0000 of Great Britain, Act 1985 (as amended from time to timetime and including any statutory modification or re-enactment thereof, (the "Companies Act") and the remedies of the Company under or the Articles and the Companies Act for noncompliance therewith, each Holder agrees to comply with requests from the Company or the Depositary made under the Articles or the Companies Act as it currently exists at the date of this Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide information, inter alia, as to the capacity in which such Holder owns Receipts and regarding the identity of any other person interested (as defined in the Companies Act) in such Receipts and the nature of such interestAssociation. Each Holder acknowledges that it understands that failure to comply with such a request Disclosure Notice may resultresult in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, inter aliaor appears to be or have been, interested as provided in the Companies Act and the Articles of Association which currently include, the withdrawal of the voting rights attaching to the Shares underlying such Holder's Receipts and, if of such Shares represent 0.25 percent or more of the issued Shares, and the imposition of restrictions on the rights to transfer, or receive dividends on and to receive distributions relating to, the Shares underlying transfer such Receipts. The Depositary agrees to use its reasonable best efforts to forward any such requests from the Holder or to take any other reasonable actions specified by the Company to obtain such informationShares. In addition, each Holder agrees to comply with the provisions of the Companies Act with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that any Holder of a Receipt who is or becomes directly or indirectly interested (within the meaning of the Companies Act) in 3% or more, or in the case of interests which are not defined as "material" by the companies Act, in 10% or more (or such other amount as may be required provided by the Companies ActAct as amended from time to time) of the outstanding Shares, or is aware that another person for whom it holds such Receipt Receipts is so interested, shall must within two business days (or such other time as may be required by the Companies Act) after becoming so interested or so aware, aware (and thereafter in certain circumstances upon certain any changes in such interest, the percentage interest in the outstanding Shares) notify the Company as required by the Companies Act. In the event that the Company determines that there has been a failure to comply with a Disclosure Notice with respect to any Deposited Securities and that sanctions are to be imposed against such Deposited Securities pursuant to the Companies Act or the Articles of Association, the Company shall so notify the Depositary, giving full details thereof, and shall instruct the Depositary in writing as to the application of such sanctions to the Deposited Securities. Each Holder hereby agrees to the application of any sanctions imposed pursuant to the Companies Act or the Articles of Association to the Deposited Securities in which it is interested. If the Company requests information from the Depositary or the Custodian, as the registered holder of Shares, pursuant to the Articles of Association of the Company or the Companies Act, the obligations of the Depositary or the Custodian, as the case may be, shall be limited to disclosing to the Company such information relating to the Shares in question as has in each case been recorded by it pursuant to the terms of the Deposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (Cable & Wireless Public Limited Co)
Disclosure of Interests. Notwithstanding any other provision of this the Deposit Agreement, each Owner and without prejudice Beneficial Owner agrees to be bound by and subject to the Memorandum and Articles of Association of the Company (to the same extent as if such American Depositary Shares evidenced by such Receipt were the Shares represented by such American Depositary Shares evidenced by such Receipt, provided, however, that such provisions shall apply to such persons only to the extent feasible), and to provide such information as the Company may request in a disclosure obligations notice (a "Disclosure Notice") given pursuant to statutory provisions of English law or the Memorandum and Articles of Association. Failure of an Owner or Beneficial Owner to provide in a timely fashion information requested in any Disclosure Notice may, in the Company's sole discretion, result in the withholding of certain rights in respect of such Owner or Beneficial Owner's American Depositary Shares contained (including voting rights and certain rights as to dividends in the Articles and the Companies Xxx 0000 of Great Britain, as amended from time to time, (the "Companies Act") and the remedies respect of the Company under the Articles and the Companies Act for noncompliance therewith, each Holder agrees to comply with requests from the Company or the Shares represented by such American Depositary made under the Articles or the Companies Act as it currently exists at the date of this Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide information, inter alia, as to the capacity in which such Holder owns Receipts and regarding the identity of any other person interested (as defined in the Companies Act) in such Receipts and the nature of such interest. Each Holder acknowledges that failure to comply with such a request may result, inter alia, in the withdrawal of the voting rights attaching to the Shares underlying such Holder's Receipts and, if such Shares represent 0.25 percent or more of the issued Shares, the imposition of restrictions on the rights to transfer, or to receive distributions relating to, the Shares underlying such Receipts). The Depositary agrees to use its reasonable best efforts to forward comply with any such requests reasonable written instructions received from the Holder or to Company requesting that the Depositary take any other reasonable the actions specified by the Company therein to obtain such information. In addition, any Holder of a Receipt Owner or Beneficial Owner who is or becomes directly or indirectly interested (within the meaning of Section 208 and 209 of the United Kingdom Companies Xxx 0000, as amended from time to time (the "Companies Act")), in the issued ordinary share capital of the Company equal to or in excess of the then "notifiable interest" (at the date hereof, three percent (3%)) in 3% or more (or such other amount as may be required by the Companies Act) of the outstanding Shares, or is aware that another person for whom it holds such Receipt Receipts is so interested, shall must within two (2) business days (or such other time period as may be required by the Companies Act) after becoming so interested or so aware, and thereafter upon certain any changes in such interestof at least one percent (1%) of the outstanding Shares, notify the Company as required by the Companies Act. If the Company requests information from the Depositary or the Custodian, as the registered owners of Shares, pursuant to the Memorandum and Articles of Association of the Company or the Companies Act, the obligations of the Depositary or the Custodian, as the case may be, shall be limited to disclosing to the Company such information relating to the Shares in question as has in each case been recorded by it pursuant to the terms of the Deposit Agreement. The Company may instruct the Depositary to take action with respect to the beneficial ownership of any Owner of Beneficial Owner to eliminate any violation of the Issuer’s Memorandum and Articles of Incorporation or applicable law, including but not limited to a mandatory sale or disposition on behalf of any Owner or Beneficial Owner of the Shares represented by American Depositary Shares held by such Owner or Beneficial Owner, if and to the extent such disposition is permitted by applicable law. The Depositary agrees to use reasonable efforts, if practicable, to carry out such written instructions received from the Company. The Depositary shall not be liable and shall be fully protected in acting upon such written instructions from the Company.
Appears in 1 contract
Samples: Deposit Agreement (Cambridge Antibody Technology Group PLC)