Common use of Disclosure of Interests Clause in Contracts

Disclosure of Interests. Notwithstanding any other provision of 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 (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 the Deposit Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide 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 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)

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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, Agreement or of this 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 Companies Xxx 0000 of Great Britain Companies Act 1985 (as amended from time to time 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 the Deposit Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide 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 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 Holder 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 PLC), Deposit Agreement (Shire PLC), Deposit Agreement (Shire Ltd.)

Disclosure of Interests. Notwithstanding any other provision of the 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 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 the Deposit this Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide information 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 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 (Intercontinental Hotels Group PLC), Deposit Agreement (Intercontinental Hotels Group PLC)

Disclosure of Interests. Notwithstanding any other provision of the 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 (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 the Deposit Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide 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 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 (Bookham Technology PLC), Deposit Agreement (Arm Holdings PLC), Deposit Agreement (Arm Holdings 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, Agreement or of this 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 Companies Xxx 0000 of Great Britain Companies Act 1985 (as amended from time to time 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 the Deposit Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide 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 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 Holder 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 3 contracts

Samples: Deposit Agreement (Bioprogress PLC), Deposit Agreement (Bioprogress PLC), Deposit Agreement (Baltimore Technologies PLC /Adr/)

Disclosure of Interests. Notwithstanding any other provision of 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 (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 the Deposit Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide 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 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 (Arm Holdings PLC), Deposit Agreement (Arm Holdings PLC), Deposit Agreement (Bookham Technology PLC)

Disclosure of Interests. Notwithstanding any other provision provisions of 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 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 the Deposit Agreement or as the same may be amended or modified or under any similar law as may be enacted, United Kingdom to provide 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 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/), Deposit Agreement (Amvescap PLC/London/)

Disclosure of Interests. Notwithstanding any other provision of the 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 Britain, as amended from time to 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 the Deposit this Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide information 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 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 (Vernalis PLC), Deposit Agreement (British Biotech PLC)

Disclosure of Interests. Notwithstanding any other provision of the this Deposit Agreement, each Owner and without prejudice Beneficial Owner agrees to be bound by and subject to the Articles (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 Articles. Failure of an Owner or Beneficial Owner to provide in a timely fashion the 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 (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 the Deposit Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide 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 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 the Companies Act of 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 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 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 Articles 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 2 contracts

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

Disclosure of Interests. Notwithstanding any other provision of 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 (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 the Deposit Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide 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 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 2 contracts

Samples: Deposit Agreement (Mitchells & Butlers PLC), Deposit Agreement (Intercontinental Hotels Group PLC /New/)

Disclosure of Interests. Notwithstanding any other provision of 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 (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 the Deposit Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide 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 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 To the extent that provisions of or governing any Deposited Securities (including the Company’s Memorandum and Articles of Association, and applicable English law) may require the disclosure of beneficial or other provision ownership of Deposited Securities, other Shares and other securities to the Company and may provide for blocking transfers and voting or other rights to enforce such disclosure or limit such ownership, all Owners and Beneficial Owners of Receipts shall comply with all such disclosure requirements and ownership limitations and shall cooperate with the Depositary in its compliance with any Company instructions relating to those requirements and limits. Each Owner and Beneficial Owner shall provide information that the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the United Kingdom Companies Xxx 0000 (that Act, as amended and including any statutory re-enactment of that Act, the “Companies Act”) or the Memorandum of Association of the Company within the time period specified in that Disclosure Notice as if interests in Shares includes interests in Deposited Securities. In addition, each Owner and Beneficial Owners shall comply with the provisions of the Companies Act with regard to notifying the Company of (i) interests in Shares and (ii) interests in Deposited Securities as if references in section 793 of the Companies Act were to such Deposited Securities as well as to Shares. As of the date of 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 (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 the Deposit Agreement or as the same may be amended or modified or under requires that any similar law as may be enacted, to provide 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 of a Receipt who 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 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 interestany change to the particulars previously notified), notify the Company as required by the Companies Act , and for the purposes of this Agreement, the Company shall further require that any person that is or becomes directly or indirectly interested (within the meaning of the Companies Act) in Deposited Securities representing three percent or more of the outstanding Shares, or is aware that another person for whom that person holds Deposited Securities is so interested, must, within two business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change to the particulars previously notified), notify the Company as if references in section 793 of the Companies Act were to such Deposited Securities as well as to Shares.

Appears in 2 contracts

Samples: Deposit Agreement (Hikma Pharmaceuticals PLC), Deposit Agreement (Hikma Pharmaceuticals PLC)

Disclosure of Interests. Notwithstanding any other provision of 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 United Kingdom Companies Act 1985 (as amended from time to time and the Companies Xxx 0000 of Great Britain (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 the Deposit Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide 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 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 Holder 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 the Deposit Agreement, and without prejudice The Company may from time to the disclosure obligations in respect of Shares contained in the Articles and the Companies Xxx 0000 of Great 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 time request Owners or the Depositary made under the Articles or the Companies Act as it currently exists at the date of the Deposit Agreement or as the same may be amended or modified or under any similar law as may be enacted, former Owners to provide information as to the capacity in which such Holder owns they own or owned Receipts and regarding the identity of any other person persons then or previously interested (as defined in the Companies Act) in such Receipts and the nature of such interestinterest and various other matters. Each Holder acknowledges that failure Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph (23) whether or not such person is still an Owner at the time of such request. The Depositary agrees, at the Company's expense, to use reasonable efforts to comply with such a request may result, inter alia, in written instructions received from the withdrawal of Company requesting that 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 to Owners or former Owners and, at the Holder or Company's expense, to take forward to the Company any other reasonable actions specified responses to such requests received by the Depositary. The Company has advised the Depositary and each Owner agrees that pursuant to obtain such information. In additionthe Companies Act, any holder 1965 of a Receipt Malaysia an Owner (i) who is or becomes directly or indirectly interested (within the meaning of the Companies Act, 1965 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 fourteen days (or such other 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 interests, notify the Company and the Kuala Lumpur Stock Exchange as required by the Act. Each Owner further agrees to make such disclosure of interests in Shares of the Company as may be required to be made by such Owner under any laws, regulations or codes of practice applicable in Malaysia (including but not limited to the Malaysian Code on Takeovers and Mergers, 1987 and any successor thereto) whether or not the same may be enforceable against such Owner. The Depositary agrees that it shall cooperate with the Company 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, 1987 and any successor thereto) from time to time relating to disclosure of interests, including sanctions that may be invoked in the event an Owner 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 limitations on the payment of dividends on such interest, notify the Company as required by the Companies ActShares.

Appears in 1 contract

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

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 AgreementAgreement or this ADR, 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 (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 the Deposit Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide 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 resultprovide, 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 that 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: Supplemental Agreement (Marks & Spencer Group p.l.c.)

Disclosure of Interests. Notwithstanding any other provision of the 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 (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 the Deposit Agreement or as the same may be amended or modified or under any similar law as may be enacted, United Kingdom to provide 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

Samples: Deposit Agreement (Vodafone Group Public LTD Co)

Disclosure of Interests. Notwithstanding any other provision of the 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 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 the Deposit Agreement or as the same may be amended or modified or under any similar law as may be enacted, United Kingdom to provide 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 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

Samples: Deposit Agreement (Amvescap PLC/London/)

Disclosure of Interests. Notwithstanding any other provision of the Class C-2 Deposit Agreement, each Holder and without prejudice Beneficial Owner agrees, and the Depositary agrees, to comply with the Company’s Articles of Association, as they may be amended from time to time, and the laws of England and Wales with respect to the disclosure obligations in respect requirements regarding ownership of Shares. In the case such disclosure of Shares contained 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”) or the Articles and the Companies Xxx 0000 of Great Britain (the "Companies Act") and the remedies of the Company under the Articles and the Companies Act for noncompliance therewithAssociation. 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 the Deposit Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide 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 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: Warrant Amendment Agreement (Gores Guggenheim, Inc.)

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 AgreementAgreement or this ADR, 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 United Kingdom Companies Act 1985 (as amended from time to time and the Companies Xxx 0000 of Great Britain (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 the Deposit Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide 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) 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 Holder 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

Samples: Deposit Agreement (Reuters Group 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 AgreementAgreement or this ADR, 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 United Kingdom Companies Act 1985 (as amended from time to time and the Companies Xxx 0000 of Great Britain (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 the Deposit Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide 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) 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 Holder 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

Samples: Supplemental Agreement to Deposit Agreement (Reuters Group PLC /Adr/)

Disclosure of Interests. Notwithstanding any other provision of the Class C-2 Deposit Agreement, each Holder and without prejudice Beneficial Owner agrees, and the Depositary agrees, to comply with the Company's Articles of Association, as they may be amended from time to time, and the laws of England and Wales with respect to the disclosure obligations in respect requirements regarding ownership of Shares. In the case such disclosure of Shares contained 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 Articles U.K. Companies Act 2006 (as amended from time to time and the Companies Xxx 0000 of Great Britain (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 the Deposit Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide 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 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: Deposit Agreement (Citibank,N.A./ADR)

Disclosure of Interests. Notwithstanding any other provision of the 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 (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 the Deposit Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide 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 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 the ADW Deposit Agreement, each Holder and without prejudice Beneficial Owner agrees, and the Depositary agrees, to comply with the Company’s Articles of Association, as they may be amended from time to time, and the laws of England and Wales with respect to the disclosure obligations in respect requirements regarding ownership of Shares. In the case such disclosure of Shares contained is required of a Holder or Beneficial Owner, such Holder or Beneficial Owner must at the same time also disclose its ownership of any Warrants, as well as of ADW(s) as if they were the 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 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”) or the Articles and the Companies Xxx 0000 of Great Britain (the "Companies Act") and the remedies of the Company under the Articles and the Companies Act for noncompliance therewithAssociation. By accepting or holding an ADW, 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 the Deposit Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide 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 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: Adw Deposit Agreement (Citibank,N.A./ADR)

Disclosure of Interests. Notwithstanding any other provision of the Deposit Agreement, and without prejudice The Company may from time to the disclosure obligations in respect of Shares contained in the Articles and the Companies Xxx 0000 of Great 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 time request Owners or the Depositary made under the Articles or the Companies Act as it currently exists at the date of the Deposit Agreement or as the same may be amended or modified or under any similar law as may be enacted, former Owners to provide information as to the capacity in which such Holder owns they own or owned Receipts and regarding the identity of any other person persons then or previously interested (as defined in the Companies Act) in such Receipts and the nature of such interestinterest and various other matters. Each Holder acknowledges that failure Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph (23) whether or not such person is still an Owner at the time of such request. The Depositary agrees, at the Company's expense, to use reasonable efforts to comply with such a request may result, inter alia, in written instructions received from the withdrawal of Company requesting that 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 to Owners or former Owners and, at the Holder or Company's expense, to take forward to the Company any other reasonable actions specified responses to such requests received by the Depositary. The Company has advised the Depositary and each Owner agrees that pursuant to obtain such information. In additionthe Companies Act, any holder 1965 of a Receipt Malaysia an Owner (i) who is or becomes directly or indirectly interested (within the meaning of the Companies Act, 1965 of Malaysia or any reenactment or amendment thereof (the "Act")) in 32% 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 seven days (or such other time specified in the Act, after becoming (i) interested in 2% 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 interests, notify the Company and the Kuala Lumpur Stock Exchange as required by the Act. Each Owner further agrees to make such disclosure of interests in Shares of the Company as may be required to be made by such Owner under any laws, regulations or codes of practice applicable in Malaysia (including but not limited to the Malaysian Code on Takeovers and Mergers, 1987 and any successor thereto) whether or not the same may be enforceable against such Owner. The Depositary agrees that it shall cooperate with the Company 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, 1987 and any successor thereto) from time to time relating to disclosure of interests, including sanctions that may be invoked in the event an Owner 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 limitations on the payment of dividends on such interest, notify Shares. Each Owner agrees to comply with any applicable limitation on holding of Shares under the Company as required by Memorandum and Articles of Association of the Companies ActIssuer.

Appears in 1 contract

Samples: Deposit Agreement (Malayan Banking Berhad)

Disclosure of Interests. Notwithstanding any other provision of the this Deposit Agreement, Agreement and without prejudice to the disclosure obligations in respect of the Shares contained in the Articles and the Companies Xxx 0000 (as amended) and any other applicable law or which may be contained in the Memorandum and Articles of Great Britain (Association of the "Companies Act") Issuer and the remedies of the Company under the Articles and the Companies Act Issuer for noncompliance non-compliance therewith, each Holder Owner agrees to comply with requests from the Company Issuer or the Depositary which are made under the Articles relevant legislation (or the Companies Act as it currently exists at the date of the Deposit Agreement or as the same may be amended or modified or under any similar law as may be enacted, otherwise) to provide information 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) having an interest in such Receipts and the nature of such interest. Each Holder acknowledges that failure interest and shall forfeit the right to comply with such a request may result, inter alia, in the withdrawal of direct the voting rights attaching of 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 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. In addition, any holder of a Receipt Owner who is or becomes directly or indirectly interested (within the meaning of the Companies ActXxx 0000 (as amended) of Great Britain) in 3% a number of outstanding Shares equal to or more (or such other amount as may be required by in excess of the then "notifiable percentage" referred to in the Companies ActXxx 0000 (as amended) of the outstanding SharesGreat Britain, or is aware that another person for whom it holds such a Receipt is so interested, shall within two business days (or such other time as may be required the period permitted by the Companies Act) after becoming so interested or so aware, and thereafter upon certain changes in such interest, legislation notify the Company Issuer as required by the Companies Actlegislation.

Appears in 1 contract

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

Disclosure of Interests. Notwithstanding any other provision of the 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 (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 the Deposit Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide 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 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. Notwithstanding any other provision of 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 (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 the Deposit Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide 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 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)

Disclosure of Interests. Notwithstanding any other provision of the 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 (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 the Deposit Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide 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 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)

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Disclosure of Interests. Notwithstanding any other provision of the 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 (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 the Deposit Agreement or as the same may be amended or modified or under any similar law as may be enacted, United Kingdom to provide 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. Notwithstanding any other provision of the 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 United Kingdom Companies Act 1985 (as amended from time to time and the Companies Xxx 0000 of Great Britain (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 the Deposit Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide 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 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 Holder 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 of the Deposit Agreement, and without prejudice The Company may from time to the disclosure obligations in respect of Shares contained in the Articles and the Companies Xxx 0000 of Great 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 time request Owners or the Depositary made under the Articles or the Companies Act as it currently exists at the date of the Deposit Agreement or as the same may be amended or modified or under any similar law as may be enacted, former Owners to provide information as to the capacity in which such Holder owns they own or owned Receipts and regarding the identity of any other person persons then or previously interested (as defined in the Companies Act) in such Receipts and the nature of such interestinterest and various other matters. Each Holder acknowledges that failure Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph (23) whether or not such person is still an Owner at the time of such request. The Depositary agrees, at the Company's expense, to use reasonable efforts to comply with such a request may result, inter alia, in written instructions received from the withdrawal of Company requesting that 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 to Owners or former Owners and, at the Holder or Company's expense, to take forward to the Company any other reasonable actions specified responses to such requests received by the Depositary. The Company has advised the Depositary and each Owner agrees that pursuant to obtain such information. In additionthe Companies Act, any holder 1965 of a Receipt Malaysia an Owner (i) who is or becomes directly or indirectly interested (within the meaning of the Companies Act, 1965 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 seven days (or such other 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 interests, notify the Company and the Kuala Lumpur Stock Exchange as required by the Act. Each Owner further agrees to make such disclosure of interests in Shares of the Company as may be required to be made by such Owner under any laws, regulations or codes of practice applicable in Malaysia (including but not limited to the Malaysian Code on Takeovers and Mergers, 1987 and any successor thereto) whether or not the same may be enforceable against such Owner. The Depositary agrees that it shall cooperate with the Company 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, 1987 and any successor thereto) from time to time relating to disclosure of interests, including sanctions that may be invoked in the event an Owner 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 limitations on the payment of dividends on such interest, notify Shares. Each Owner agrees to comply with any applicable limitation on holding of Shares under the Company as required by Memorandum and Articles of Association of the Companies ActIssuer.

Appears in 1 contract

Samples: Deposit Agreement (Top Glove Corp Berhad)

Disclosure of Interests. Notwithstanding any other provision of the Class C-1 Deposit Agreement, each Holder and without prejudice Beneficial Owner agrees, and the Depositary agrees, to comply with the Company's Articles of Association, as they may be amended from time to time, and the laws of England and Wales with respect to the disclosure obligations in respect requirements regarding ownership of Shares. In the case such disclosure of Shares contained 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 Articles U.K. Companies Act 2006 (as amended from time to time and the Companies Xxx 0000 of Great Britain (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 the Deposit Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide 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 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: Deposit Agreement (Citibank,N.A./ADR)

Disclosure of Interests. Notwithstanding any other provision of the 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 (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 the Deposit Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide 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 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: Deposit Agreement (Acambis PLC)

Disclosure of Interests. Notwithstanding any other provision of the Class C-1 Deposit Agreement, each Holder and without prejudice Beneficial Owner agrees, and the Depositary agrees, to comply with the Company’s Articles of Association, as they may be amended from time to time, and the laws of England and Wales with respect to the disclosure obligations in respect requirements regarding ownership of Shares. In the case such disclosure of Shares contained 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”) or the Articles and the Companies Xxx 0000 of Great Britain (the "Companies Act") and the remedies of the Company under the Articles and the Companies Act for noncompliance therewithAssociation. 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 the Deposit Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide 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 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: Warrant Amendment Agreement (Gores Guggenheim, Inc.)

Disclosure of Interests. Notwithstanding any other provision of the 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 Britain South 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 the Deposit Agreement or as the same may be amended or modified or under any similar law as may be enacted, South Africa to provide 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 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 (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 the Deposit Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide 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 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 1 contract

Samples: Deposit Agreement (Bunzl PLC)

Disclosure of Interests. Notwithstanding any other provision of the 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 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 the Deposit Agreement or as the same may be amended or modified or under any similar law as may be enacted, United Kingdom to provide 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 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

Samples: Deposit Agreement (Amvescap PLC/London/)

Disclosure of Interests. Notwithstanding any other provision of the Deposit Agreement, and without prejudice The Company may from time to the disclosure obligations in respect of Shares contained in the Articles and the Companies Xxx 0000 of Great 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 time request Owners or the Depositary made under the Articles or the Companies Act as it currently exists at the date of the Deposit Agreement or as the same may be amended or modified or under any similar law as may be enacted, former Owners to provide information as to the capacity in which such Holder owns they own or owned Receipts and regarding the identity of any other person persons then or previously interested (as defined in the Companies Act) in such Receipts and the nature of such interestinterest and various other matters. Each Holder acknowledges that failure Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph (23) whether or not such person is still an Owner at the time of such request. The Depositary agrees, at the Companys expense, to use reasonable efforts to comply with such a request may result, inter alia, in written instructions received from the withdrawal of Company requesting that 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 to Owners or former Owners and, at the Holder or Companys expense, to take forward to the Company any other reasonable actions specified responses to such requests received by the Depositary. The Company has advised the Depositary and each Owner agrees that pursuant to obtain such information. In additionthe Companies Act, any holder 1965 of a Receipt Malaysia an Owner (i) who is or becomes directly or indirectly interested (within the meaning of the Companies Act, 1965 of Malaysia or any reenactment or amendment thereof (the Act)) in 32% 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 fourteen days (or such other time specified in the Act, after becoming (i) interested in 2% 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 interests, notify the Company and the Kuala Lumpur Stock Exchange as required by the Act. Each Owner further agrees to make such disclosure of interests in Shares of the Company as may be required to be made by such Owner under any laws, regulations or codes of practice applicable in Malaysia (including but not limited to the Malaysian Code on Takeovers and Mergers, 1987 and any successor thereto) whether or not the same may be enforceable against such Owner. The Depositary agrees that it shall cooperate with the Company 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, 1987 and any successor thereto) from time to time relating to disclosure of interests, including sanctions that may be invoked in the event an Owner 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 limitations on the payment of dividends on such interest, notify the Company as required by the Companies ActShares.

Appears in 1 contract

Samples: Deposit Agreement (Genting Berhad/ /Fi)

Disclosure of Interests. Notwithstanding any other provision of 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 (the "Companies Act") and the remedies of the Company under the Articles and the Companies Act for noncompliance therewithAgreement or this ADR, each Holder agrees to comply with requests from provide such information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the United Kingdom Companies Act 1985 (as amended from time to time and including any statutory modification or re-enactment thereof, the “Companies Act”) or the Depositary made under the Articles or the Companies Act as it currently exists at the date of Association of the Deposit Agreement Company. By accepting or as the same may be amended or modified or under any similar law as may be enactedholding this ADR, to provide 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 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, 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 Holder 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. 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 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 the Deposit Agreement or as the same may be amended or modified or under any similar law as may be enactedHong Kong, to provide 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 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 the Deposit AgreementAgreement and this ADR, 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 Britain South 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 the Deposit Agreement or as the same may be amended or modified or under any similar law as may be enacted, South Africa to provide 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 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 ActCustodian for the account of the Depositary.

Appears in 1 contract

Samples: Deposit Agreement (Nedcor LTD /Fi)

Disclosure of Interests. Notwithstanding any other provision of the 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 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 the Deposit this Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide information 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 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 Receipt, the Deposit Agreement, Owner and without prejudice to the disclosure obligations in respect of Shares contained in the Articles and the Companies Xxx 0000 of Great Britain (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 the Deposit Agreement or as the same may be amended or modified or under any similar law as may be enacted, United Kingdom to provide 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

Samples: Deposit Agreement (Vodafone Group Public LTD Co)

Disclosure of Interests. Notwithstanding any other provision of the 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 (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 the Deposit Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide 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 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 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 (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 the Deposit Agreement or as the same may be amended or modified or under any similar law as may be enacted, to provide 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 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)

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