Common use of Disclosure of Ownership and Shareholders' Rights Clause in Contracts

Disclosure of Ownership and Shareholders' Rights. Notwithstanding any provision to the contrary in the Company’s Articles of Incorporation (including Article 5, paragraph 4) or otherwise, as currently in effect or as may be amended from time to time, the Company has agreed in the Deposit Agreement, for so long as may be required for the benefit of Holders of ADRs while the Deposit Agreement remains in effect, that it shall register the Depositary or its nominee or the Custodian or its nominee, as the case may be , in its share register with respect to all Shares or other Deposited Securities deposited with the Custodian at any time and from time to time for the benefit of Holders of ADRs. The Company has further covenanted, for so long as the Deposit Agreement remains in effect, that, with respect to all Shares or other Deposited Securities deposited with the Custodian at any time and from time to time for the benefit of Holders of ADRs, it will not suspend (a) the status of the Depositary or its nominee or the Custodian or its nominee, as the case may be, as registered shareholder of the Company or (b) the rights of holders of Shares or other Deposited Securities, including the right to vote, in or connected to such Shares or other Deposited Securities deposited with the Custodian subject to the provisions of the Deposit Agreement. Notwithstanding that the Depositary or its nominee or the Custodian or its nominee, as the case may be, will act for the Holders of ADRs and will be unable to make the disclosures or declarations required under the Company’s Article of Incorporation, the Company shall treat the Depositary or its nominee or the Custodian or its nominee, as the case may be, acting for the Holders of ADRs, equally with any other registered holder of Shares or other Deposited Securities with respect to the exercise of all rights of registered holders of Shares or other Deposited Securities, including but not limited to, the right to vote and to receive dividends or other distributions, subject to the provisions of the Deposit Agreement. If as a result of a change in Swiss law, the Depositary or its nominee or the Custodian or its nominee, as the case may be, acting for the Holders of ADRs shall no longer be able to exercise the rights of a registered holder of Shares as provided in the preceding paragraphs, the Company agrees to use its reasonable efforts to give the Depositary and the Holders not less than thirty (30) days prior written notice thereof.

Appears in 1 contract

Samples: Deposit Agreement (Centerpulse LTD)

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Disclosure of Ownership and Shareholders' Rights. Notwithstanding any provision to the contrary in the Company’s Articles of Incorporation (including Article 5, paragraph 4) or otherwise, as currently in effect or as may be amended from time to time, the Company has agreed in the Deposit Agreementhereby agrees, for so long as may be required for the benefit of Holders of ADRs while the this Deposit Agreement remains in effect, that it shall register the Depositary or its nominee or the Custodian or its nominee, as the case may be be, in its share register with respect to all Shares or other Deposited Securities deposited with the Custodian at any time and from time to time for the benefit of Holders of ADRs. The Company has further covenantedcovenants, for so long as the this Deposit Agreement remains in effect, that, with respect to all Shares or other Deposited Securities deposited with the Custodian at any time and from time to time for the benefit of Holders of ADRs, it will not suspend (a) the status of the Depositary or its nominee or the Custodian or its nominee, as the case may be, as registered shareholder of the Company or (b) the rights of holders Holders of Shares or other Deposited Securities, including the right to vote, in or connected to such Shares or other Deposited Securities deposited with the Custodian Custodian, subject to the provisions of the this Deposit Agreement. Notwithstanding that the Depositary or its nominee or the Custodian or its nominee, as the case may be, will act for the Holders of ADRs and will be unable to make the disclosures or declarations required under the Company’s Article of Incorporation, the Company shall treat the Depositary or its nominee or the Custodian or its nominee, as the case may be, acting for the Holders of ADRs, equally with any other registered holder of Shares or other Deposited Securities with respect to the exercise of all rights of registered holders of Shares or other Deposited Securities, including including, but not limited to, the right to vote and to receive dividends or other distributions, subject to the provisions of the this Deposit Agreement. If as a result of a change in of Swiss law, the Depositary or its nominee or the Custodian or its nominee, as the case may be, acting for the Holders of ADRs shall no longer be able to exercise the rights of a registered holder of Shares as provided in the preceding paragraphs, the Company agrees to use its reasonable efforts to give the Depositary and the Holders not less than thirty (30) days prior written notice thereof.

Appears in 1 contract

Samples: Deposit Agreement (Centerpulse LTD)

Disclosure of Ownership and Shareholders' Rights. Notwithstanding any provision to the contrary in the Company’s Articles of Incorporation (including Article 5, paragraph 4) or otherwise, as currently in effect or as may be amended from time to time, the The Company has agreed in the Deposit Agreementhereby agrees, for so long as may be required for the benefit of Holders of ADRs ADSs while the this Deposit Agreement remains in effect, that it shall register the Depositary or its nominee or the Custodian or its nominee, as the case may be , in its share register of shareholders with respect to all Shares Eligible Securities or other Deposited Securities deposited with the Custodian at any time and from time to time for the benefit of Holders of ADRsADSs. The Company has further covenantedcovenants, for so long as the this Deposit Agreement remains in effect, that, with respect to all Shares Eligible Securities or other Deposited Securities deposited with the Custodian at any time and from time to time for the benefit of Holders of ADRsADSs, it will not suspend (a) the status of the Depositary or its nominee or the Custodian or its nominee, as the case may be, as registered shareholder of the Company or (b) the rights of holders of Shares Eligible Securities or other Deposited Securities, including the right to vote, in or connected to such Shares Eligible Securities or other Deposited Securities deposited with the Custodian Custodian, subject to the provisions of the this Deposit Agreement. Notwithstanding that the Depositary or its nominee or the Custodian or its nominee, as the case may be, will act for the Holders of ADRs ADSs and will be unable to make the disclosures or declarations required under the Company’s Article 's Articles of Incorporation, the Company shall treat the Depositary or its nominee or the Custodian or its nominee, as the case may beDepositary, acting for the Holders of ADRsADSs, equally with any other registered holder of Shares Eligible Securities or other Deposited Securities with respect to the exercise of all rights of registered holders of Shares Eligible Securities or other Deposited Securities, including including, but not limited to, the right to vote and to receive dividends or other distributions, subject to the provisions of the this Deposit Agreement. If as a result of a change in Swiss of ROC law, the Depositary or its nominee or the Custodian or its nominee, as the case may be, acting for the Holders of ADRs ADSs shall no longer be able to exercise the rights of a registered holder of Shares Eligible Securities as provided in the preceding paragraphs, the Company agrees to use its reasonable efforts to give the Depositary and the Holders not less than thirty (30) days prior written notice thereof.

Appears in 1 contract

Samples: Deposit Agreement (Taiwan Semiconductor Manufacturing Co LTD)

Disclosure of Ownership and Shareholders' Rights. Notwithstanding any provision to the contrary in the Company’s Articles of Incorporation (including Article 5, paragraph 4) or otherwise, as currently in effect or as may be amended from time to time, the The Company has agreed in the Deposit Agreementhereby agrees, for so long as may be required for the benefit of Holders of ADRs while the Deposit Agreement remains in effect, that it shall register the Depositary or its nominee or the Custodian or its nominee, as the case may be , in its share register of shareholders with respect to all Shares Eligible Securities or other Deposited Securities deposited with the Custodian at any time and from time to time for the benefit of Holders of ADRs. The Company has further covenantedcovenants, for so long as the Deposit Agreement remains in effect, that, with respect to all Shares Eligible Securities or other Deposited Securities deposited with the Custodian at any time and from time to time for the benefit of Holders of ADRs, it will not suspend (a) the status of the Depositary or its nominee or the Custodian or its nominee, as the case may be, as registered shareholder of the Company or (b) the rights of holders of Shares Eligible Securities or other Deposited Securities, including the right to vote, in or connected to such Shares Eligible Securities or other Deposited Securities deposited with the Custodian Custodian, subject to the provisions of the Deposit Agreement. Notwithstanding that the Depositary or its nominee or the Custodian or its nominee, as the case may be, will act for the Holders of ADRs and will be unable to make the disclosures or declarations required under the Company’s 's Article of Incorporation, the Company shall treat the Depositary or its nominee or the Custodian or its nominee, as the case may beDepositary, acting for the Holders of ADRs, equally with any other registered holder of Shares Eligible Securities or other Deposited Securities with respect to the exercise of all rights of registered holders of Shares Eligible Securities or other Deposited Securities, including including, but not limited to, the right to vote and to receive dividends or other distributions, subject to the provisions of the Deposit Agreement. If as a result of a change in Swiss of ROC law, the Depositary or its nominee or the Custodian or its nominee, as the case may be, acting for the Holders of ADRs shall no longer be able to exercise the rights of a registered holder of Shares Eligible Securities as provided in the preceding paragraphs, the Company agrees to use its reasonable efforts to give the Depositary and the Holders not less than thirty (30) days prior written notice thereof.. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto _____________ whose taxpayer identification number is _____________ and whose address including postal zip code is_____________ the within Receipt and all rights thereunder, hereby irrevocably constituting and appointing _____________ attorney-in-fact to transfer said Receipt on the books of the Depositary with full power of substitution in the premises. Dated: ______________________________ Signature:______________________________

Appears in 1 contract

Samples: Deposit Agreement (Taiwan Semiconductor Manufacturing Co LTD)

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Disclosure of Ownership and Shareholders' Rights. Notwithstanding any provision to the contrary in the Company’s Articles of Incorporation (including Article 5, paragraph 4) or otherwise, as currently in effect or as may be amended from time to time, the The Company has agreed in the Deposit Agreementhereby agrees, for so long as may be required for the benefit of Holders of ADRs ADSs while the Deposit Agreement remains in effect, that it shall register the Depositary or its nominee or the Custodian or its nominee, as the case may be , in its share register of shareholders with respect to all Shares Eligible Securities or other Deposited Securities deposited with the Custodian at any time and from time to time for the benefit of Holders of ADRsADSs. The Company has further covenantedcovenants, for so long as the Deposit Agreement remains in effect, that, with respect to all Shares Eligible Securities or other Deposited Securities deposited with the Custodian at any time and from time to time for the benefit of Holders of ADRsADSs, it will not suspend (a) the status of the Depositary or its nominee or the Custodian or its nominee, as the case may be, as registered shareholder of the Company or (b) the rights of holders of Shares Eligible Securities or other Deposited Securities, including the right to vote, in or connected to such Shares Eligible Securities or other Deposited Securities deposited with the Custodian Custodian, subject to the provisions of the Deposit Agreement. Notwithstanding that the Depositary or its nominee or the Custodian or its nominee, as the case may be, will act for the Holders of ADRs ADSs and will be unable to make the disclosures or declarations required under the Company’s Article 's Articles of Incorporation, the Company shall treat the Depositary or its nominee or the Custodian or its nominee, as the case may beDepositary, acting for the Holders of ADRsADSs, equally with any other registered holder of Shares Eligible Securities or other Deposited Securities with respect to the exercise of all rights of registered holders of Shares Eligible Securities or other Deposited Securities, including including, but not limited to, the right to vote and to receive dividends or other distributions, subject to the provisions of the Deposit Agreement. If as a result of a change in Swiss of ROC law, the Depositary or its nominee or the Custodian or its nominee, as the case may be, acting for the Holders of ADRs ADSs shall no longer be able to exercise the rights of a registered holder of Shares Eligible Securities as provided in the preceding paragraphs, the Company agrees to use its reasonable efforts to give the Depositary and the Holders not less than thirty (30) days prior written notice thereof.. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto _____________ whose taxpayer identification number is _____________ and whose address including postal zip code is_____________ the within Receipt and all rights thereunder, hereby irrevocably constituting and appointing _____________ attorney-in-fact to transfer said Receipt on the books of the Depositary with full power of substitution in the premises. Dated: __________________________ Signature: __________________________ NOTE: The signature to any endorsement hereon must correspond with the name as written upon the face of this Receipt in every particular, without alteration or enlargement or any change whatsoever. If the endorsement be executed by an attorney, executor, administrator, trustee or guardian, the person executing the endorsement must give his full title in such capacity and proper evidence of authority to act in such capacity, if not on file with the Depositary, must be forwarded with this Receipt. All endorsements or assignments of Receipts must be guaranteed by a member of a Medallion Signature Program approved by the Securities Transfer Association, Inc. SIGNATURE GUARANTEED CHARGES OF THE DEPOSITARY Service Rate By Whom Paid ------- ---- ------------ (1) Issuance of ADSs; Up to $5.00 per 100 Party for whom deposits are deposit of Eligible American Depositary made or party receiving Securities (including Shares (or fractions thereof) ADSs Distribution of ADSs issued pursuant to exercises of rights or other free distributions of stock, but excluding stock dividends)

Appears in 1 contract

Samples: Deposit Agreement (Taiwan Semiconductor Manufacturing Co LTD)

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