Common use of Distribution of Additional Shares, Rights, etc Clause in Contracts

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933.

Appears in 105 contracts

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

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Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, reasonably satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933.

Appears in 36 contracts

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

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company entity or person controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers furnishes to the Depositary an a written opinion of United States counselfrom U.S. counsel for the Company, which counsel shall be reasonably satisfactory to the Depositary, stating that the Shares to be deposited could be offered and sold publicly by the effect that, upon deposit, those Shares will be eligible for public resale holder in the United States without further registration of those Shares under the Securities Act of 1933Act.

Appears in 24 contracts

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

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that such Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States U.S. counsel, that is reasonably satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933.

Appears in 11 contracts

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

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale without restriction in the United States without further registration under the Securities Act of 1933.

Appears in 10 contracts

Samples: Deposit Agreement (China Mobile Games & Entertainment Group LTD), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933. Notwithstanding anything else in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Appears in 9 contracts

Samples: Deposit Agreement (Tudou Holdings LTD), Deposit Agreement (Gushan Environmental Energy LTD), Deposit Agreement (Changyou.com LTD)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933.

Appears in 8 contracts

Samples: Deposit Agreement (Hannover Ruckversicherungs Aktiengesellschaft), Deposit Agreement (Grand Toys International Inc), Deposit Agreement (Grand Toys International LTD)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale without restriction in the United States without further registration under the Securities Act of 1933. Notwithstanding anything to the contrary herein, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transactions.

Appears in 8 contracts

Samples: Deposit Agreement (Ascendis Pharma a/S), Deposit Agreement (Ascendis Pharma a/S), Deposit Agreement (MiX Telematics LTD)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, requires registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, require registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those the Shares will to be eligible for public resale deposited could be offered and sold publicly by the holder in the United States without further registration under the Securities Act of 1933.

Appears in 7 contracts

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

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement registration statement is in effect as to such Shares under the Securities Act of 1933 1933. The Company reserves full discretion as to whether in the future it may or the Company delivers to the Depositary an opinion may not register under said Act for purposes of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale offering and selling in the United States without further registration any Shares or any other securities, including any Shares or other securities which may be the subject of subscription or purchase rights pertaining to Deposited Securities at the time deposited under the Securities Act of 1933this Deposit Agreement.

Appears in 7 contracts

Samples: Deposit Agreement (Royal Dutch Shell PLC), Deposit Agreement (Royal Dutch Shell PLC), Deposit Agreement (Royal Dutch Shell PLC)

Distribution of Additional Shares, Rights, etc. If The Company agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall will promptly furnish to the Depositary Depositary, a written opinion from U.S. counsel for the Company that is reasonably which counsel shall be satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration requires a Registration Statement under the Securities Act of 19331933 to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counselsuch counsel a Registration Statement is required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that such counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 Registration Statement in effect that which will cover that such Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those that the issuance of such Shares will be eligible for public resale in the United States without further is exempt from registration under requirement of the Securities Act of 1933.

Appears in 7 contracts

Samples: Deposit Agreement (Fresenius Medical Care AG & Co. KGaA), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Mindray Medical International LTD)

Distribution of Additional Shares, Rights, etc. If The Issuer agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities securities, (each a “Distribution”), ) the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall Issuer will promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably Issuer in the United States, which counsel shall be satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration requires a Registration Statement under the Securities Act of 19331933 to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counselsuch counsel a Registration Statement is required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that such counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 Registration Statement in effect that which will cover that such Distribution. The Company Issuer agrees with the Depositary that neither the Company Issuer nor any company controlled by, controlling or under common control with by the Company Issuer will at any time deposit any Shares, either originally issued upon original issuance or upon a sale of Shares previously issued and reacquired by the Company Issuer or by any such affiliatecompany under its control, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or unless the Company delivers Issuer has delivered to the Depositary an a written opinion of from United States counselcounsel for the Issuer, which counsel shall be satisfactory to the Depositary, to the effect that, upon deposit, those that registration is not required in connection with the deposit of such Shares will be eligible for public resale or the issuance of Receipts in the United States without further registration under the Securities Act of 1933connection therewith.

Appears in 6 contracts

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

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 19331933 .

Appears in 6 contracts

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

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers furnishes the Depositary with an opinion of U.S. counsel for the Company that is reasonably satisfactory to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, that upon deposit, those deposit the Shares will be eligible for public resale in the United States without further registration of the Shares under the Securities Act of 1933.

Appears in 6 contracts

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

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale without restriction in the United States without further registration under the Securities Act of 1933. Notwithstanding anything else in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Appears in 5 contracts

Samples: Deposit Agreement (Cheetah Mobile Inc.), Deposit Agreement (iDreamSky Technology LTD), Deposit Agreement (Cheetah Mobile Inc.)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale without restriction in the United States without further registration under the Securities Act of 1933. Notwithstanding anything to the contrary herein, nothing in this Deposit Agreement shall be deemed to oblige the Company to file any registration statement in respect of any proposed transactions.

Appears in 5 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Criteo S.A.), Deposit Agreement (Luxfer Holdings PLC)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into into, or exchangeable for, Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, unless the Company has furnished to the Depositary an opinion of counsel under Section 4.04 relating to the Distribution, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. However, the Company is not obligated to file any registration statement. The Company agrees with the Depositary that that, except with respect to any deposit permitted under Section 4.03, 4.04 or 4.08 or as the Company and the Depositary may otherwise agree in connection with a distribution of American Depositary Shares, neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933.

Appears in 5 contracts

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

Distribution of Additional Shares, Rights, etc. If The Company agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall will promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is Company, which counsel shall be reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, requires a registration statement under the Securities Act of 19331933 to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counselsuch counsel a Registration Statement is required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that such counsel shall furnish to the Depositary a written opinion as to whether or not there is a Registration Statement in effect which will cover such Distribution. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in effect that will cover that Distributionrespect of any such securities or rights. The Company agrees with the Depositary that neither the Company nor any company person controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under exemption is provided by the Securities Act of 1933. The Depositary will comply with the written instructions of the Company not to accept knowingly for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may be specified in such instructions in order to facilitate the Company's compliance with the securities laws of the United States.

Appears in 4 contracts

Samples: Deposit Agreement (Catlin Group LTD), Deposit Agreement (Icap PLC/Fi), Deposit Agreement (Phytopharm PLC)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if reasonably requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933.

Appears in 4 contracts

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

Distribution of Additional Shares, Rights, etc. If The Issuer agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities securities, (each a "Distribution”), ") the Company shall Issuer will promptly notify the Depositary in writing in English as promptly as practicable of such Distribution and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall Issuer will promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably Issuer, which counsel shall be satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration requires a Registration Statement under the Securities Act of 1933to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counselsuch counsel a Registration Statement is required, the Distribution requires, or, if made in the United States, would require, registration an opinion given under the Securities Act of 1933, that counsel preceding sentence shall furnish to the Depositary a written opinion as to state whether or not there is a registration statement under the Securities Act of 1933 Registration Statement in effect that which will cover that such Distribution. The Company Issuer agrees with the Depositary that neither the Company Issuer nor any company controlled by, controlling or under common control with the Company Issuer will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company Issuer or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act or unless the offer and sale of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those such Shares will be eligible for public resale in the United States without further is exempt from registration under the Securities Act of 1933or the transaction is exempt under the Act.

Appears in 4 contracts

Samples: Deposit Agreement (Elsevier Nv /), Deposit Agreement (Reed Elsevier PLC), Deposit Agreement (Reed Elsevier Nv)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933. Notwithstanding anything contrary in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Appears in 3 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Qihoo 360 Technology Co LTD)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional SharesShares or CPOs, (2) rights to subscribe for SharesShares or CPOs or other Deposited Securities, (3) securities convertible into SharesCPOs or other Deposited Securities, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. In the event such registration under the Securities Act of 1933 would be required in connection with any such Distribution, the Company will have no obligation to effect such registration. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any SharesCPOs, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, reasonably satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933.

Appears in 3 contracts

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

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, reasonably satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale without restriction in the United States without further registration under the Securities Act of 1933. Notwithstanding anything else in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Appears in 3 contracts

Samples: Deposit Agreement (Jumei International Holding LTD), Deposit Agreement (Jumei International Holding LTD), Deposit Agreement (Bank of New York / Adr Division)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933Act. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933Act, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company entity or person controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers furnishes to the Depositary an a written opinion of United States counselfrom U.S. counsel for the Company, which counsel shall be reasonably satisfactory to the Depositary, stating that the Shares to be deposited could be offered and sold publicly by the effect that, upon deposit, those Shares will be eligible for public resale holder in the United States without further registration of those Shares under the Securities Act of 1933Act.

Appears in 3 contracts

Samples: Deposit Agreement (Simcere Pharmaceutical Group), Deposit Agreement (Simcere Pharmaceutical Group), Deposit Agreement (Simcere Pharmaceutical Group)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that that, except as otherwise agreed between the Company and the Depositary, neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933.

Appears in 3 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Kingtone Wirelessinfo Solution Holding LTD), Deposit Agreement (Bank of New York / Adr Division)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. Under no circumstances shall the Company be under any obligation to file a registration statement with respect to any Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933.

Appears in 3 contracts

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

Distribution of Additional Shares, Rights, etc. If The Company agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution to Owners pursuant to the Deposit Agreement of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities securities, (each a "Distribution”), ") the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall will promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is Company, which counsel shall be reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, requires a registration statement under the Securities Act of 19331933 to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counselsuch counsel a registration statement is required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that such counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that which will cover that such Distribution. Nothing in this Deposit Agreement shall create, or shall be construed to create any obligation on the part of the Company to file any registration statement or to endeavor to have such a registration statement declared effective. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any SharesShares pursuant to this Deposit Agreement, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement registration statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933.

Appears in 3 contracts

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Sap Aktiengesellschaft Systems Applications Products in Data), Deposit Agreement (Sap Aktiengesellschaft Systems Applications Products in Data)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, Shares or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, unless the Company has furnished to the Depositary an opinion of counsel under Section 4.04 relating to the Distribution, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933Act. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933Act, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. However, the Company is not obligated to file any registration statement. The Company agrees with the Depositary that that, except with respect to the initial deposit and any deposit permitted under Section 4.03, 4.04 or 4.08, or as the Company and the Depositary may otherwise agree in connection with a distribution of American Depositary Shares, neither the Company nor nor, to the best of the Company’s knowledge, any company person or other entity controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement registration statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933Act.

Appears in 3 contracts

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

Distribution of Additional Shares, Rights, etc. If the Company or or, to the Company's knowledge, any affiliate of the Company Company, determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”)) that may result in the deposit of Shares under this Deposit Agreement, the Company shall use commercially reasonable efforts to notify the Depositary in writing in English as promptly as practicable and practicable. The Company agrees that in any the event before the Distribution starts and, if requested in writing by the Depositaryof a Distribution, the Company shall promptly furnish will take all steps reasonably necessary to ensure that no violation of United States securities laws by the Company or the Depositary a written opinion will result from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that such Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers furnishes to the Depositary an a written opinion of United States counselfrom U.S. counsel for the Company, which counsel shall be reasonably satisfactory to the Depositary, to the effect that, stating that upon such deposit, those such Shares will and the American Depositary Shares to be eligible for public resale issued in respect of such deposit may be publicly offered and sold by the holder thereof in the United States without further registration of such Shares under the Securities Act of 1933.

Appears in 3 contracts

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

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933.

Appears in 3 contracts

Samples: Deposit Agreement (Autonomy Corp PLC), Deposit Agreement (Eidos PLC), Deposit Agreement (Hbos PLC)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to offers and sales of such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale without restriction in the United States without further registration under the Securities Act of 1933. Notwithstanding anything else in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Appears in 3 contracts

Samples: Deposit Agreement (MOL Global, Inc.), Deposit Agreement (MOL Global, Inc.), Deposit Agreement (Bank of New York / Adr Division)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933. Notwithstanding anything else in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any issuance or distribution of securities.

Appears in 3 contracts

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

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary Depositary, as promptly as practicable, a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with by the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company depositor delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, counsel to the effect thatthat the Shares are not, upon deposit, those and American Depositary Shares representing the Shares will be eligible for public resale in the United States without further registration not be, restricted securities under the Securities Act of 1933. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement in respect of any securities or rights.

Appears in 3 contracts

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

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933Act. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933Act, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. However, the Company is not obligated to file any registration statement under the Securities Act. The Company agrees with the Depositary that that, except with respect to the initial deposit and any deposit permitted under Section 4.03, 4.04 or 4.08 of this Deposit Agreement, or as the Company and the Depositary may otherwise agree in connection with a distribution of American Depositary Shares, neither the Company nor any company person or other entity controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933Act.

Appears in 3 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Banorte Financial Group (Grupo Financiero Banorte, S.A.B. De C.V.)), Deposit Agreement (Bank of New York / Adr Division)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933Act. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933Act, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that that, except with respect to the initial deposit and any deposit permitted under Section 4.03, 4.04 or 4.08 of this Deposit Agreement, or as the Company and the Depositary may otherwise agree in connection with a distribution of American Depositary Shares, at or after the Effective Time, neither the Company nor any company person or other entity controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement registration statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933Act.

Appears in 3 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Pampa Energy Inc.), Deposit Agreement (Pampa Energy Inc.)

Distribution of Additional Shares, Rights, etc. If The Company agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities securities, (each a "Distribution”)") the Company, subject to the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts andfollowing sentence, if requested in writing by the Depositary, the Company shall will promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably Company, which counsel shall be satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration requires a Registration Statement under the Securities Act of 1933. If1933 to be in effect prior to making such Distribution available to Owners entitled thereto and, if in the opinion of that counselsuch counsel a Registration Statement is required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that such counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 Registration Statement in effect that which will cover that such Distribution. The Company may elect not to furnish the Depositary such an opinion and, if no such opinion is furnished to the Depositary, the Depositary shall not make such Distribution available to the Owners but shall dispose of the securities being issued or distributed by the Company and distribute the net proceeds of such securities, if any, to the Owners entitled thereto, all in the manner set forth in Sections 4.01, 4.02, 4.03 or 4.04 and 4.05, as applicable. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933.

Appears in 3 contracts

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

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company entity or person controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933Act.

Appears in 2 contracts

Samples: Deposit Agreement (China Techfaith Wireless Communication Technology LTD), Deposit Agreement (China Techfaith Wireless Communication Technology LTD)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, counsel that is reasonably satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933.

Appears in 2 contracts

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

Distribution of Additional Shares, Rights, etc. If The Issuer agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall Issuer will notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall Issuer will promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably Issuer, which counsel shall be satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration requires a Registration Statement under the Securities Act of 1933to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counselsuch counsel a Registration Statement is required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that such counsel shall furnish to the Depositary a written opinion as to whether or not there is a Registration Statement in effect which will cover such Distribution. The Issuer will have no obligation to file a registration statement under the Securities Act of 1933 in effect that will cover that connection with any Distribution. The Company Issuer agrees with the Depositary that neither the Company Issuer nor any company controlled by, controlling or under common control with the Company Issuer will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company Issuer or any such affiliate, (i) unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, (ii) upon deposit, those the Shares will be eligible for public resale in the United States without further registration of the Shares under the Securities Act of 1933. As a condition of retaining as Deposited Securities or delivering Receipts in respect of any deposit covered by the preceding sentence, the Depositary may require a written opinion of United States counsel for the Issuer or the depositor that is reasonably satisfactory to the Depositary to the effect of clause (i) or (ii) above.

Appears in 2 contracts

Samples: Deposit Agreement (Malayan Banking Berhad), Deposit Agreement (Top Glove Corp Berhad)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if reasonably requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, requires registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, requires registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933. Notwithstanding anything to the contrary herein, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transactions.

Appears in 2 contracts

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

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with by the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933.

Appears in 2 contracts

Samples: Deposit Agreement (GPC Biotech Ag), Deposit Agreement (GPC Biotech Ag)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with by the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933.

Appears in 2 contracts

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

Distribution of Additional Shares, Rights, etc. If The Company agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall will notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company person or entity controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933.

Appears in 2 contracts

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

Distribution of Additional Shares, Rights, etc. If The Issuer agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall Issuer will promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is Issuer, which counsel shall be reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, requires a registration statement under the Securities Act of 19331933 to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counselsuch counsel a registration statement is required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that such counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that which will cover that such Distribution. The Company Issuer agrees with the Depositary that neither the Company Issuer nor any company controlled by, controlling control­ling or under common control with the Company Issuer will at any time deposit any Shares, either originally issued or previously pre­viously issued and reacquired by the Company Issuer or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or if the Company delivers Issuer furnishes to the Depositary an a written opinion of United States counselfrom U.S. counsel for the Issuer, which counsel shall be reasonably satisfactory to the Depositary, to the effect thatthat the Shares to be deposited are permissible deposits under General Instructions to Form F-6. For purposes of this Section 5.7, upon deposit, those Shares will Xxxxxx & Bird LLP shall be eligible for public resale in deemed counsel reasonably satisfactory to the United States without further registration under the Securities Act of 1933Depositary.

Appears in 2 contracts

Samples: Deposit Agreement (XTL Biopharmaceuticals LTD), Deposit Agreement (XTL Biopharmaceuticals LTD)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as reasonably practicable and in any event before the Distribution starts and(i) in the case of a Distribution in respect of Deposited Securities, provide instructions as to the manner in which the Depositary is to effect delivery, and (ii) in every case, if reasonably requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933Act. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933Act, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company shall be under no obligation to file a registration statement with respect to such dividend or distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement registration statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933Act.

Appears in 2 contracts

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Corpbanca/Fi)

Distribution of Additional Shares, Rights, etc. If The Company agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), ) the Company shall notify provide reasonable advance notice of such event to the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall will promptly furnish to the Depositary upon reasonable written request by the Depositary, and if such Distribution is to a U.S. person as defined in the Securities Act of 1933 or in the United States, a written opinion from U.S. counsel for the Company that is reasonably Company, which counsel shall be satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration requires a Registration Statement under the Securities Act of 19331933 to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counselsuch counsel a Registration Statement is required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that such counsel shall furnish to the Depositary a written opinion as to whether or not there is a Registration Statement in effect which will cover such Distribution. Nothing in this Section 5.7 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company to file a registration statement under the Securities Act of 1933 in effect that will cover that with respect to a Distribution, or to endeavor to have such a registration statement declared effective. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (a) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (b) the Company delivers has delivered to the Depositary an a written opinion of United States counsel, satisfactory to the Depositary, U.S. counsel to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further that registration under the Securities Act of 19331933 would not be required if such Shares were sold in the United States.

Appears in 2 contracts

Samples: Deposit Agreement (Aflease Gold LTD /Fi), Deposit Agreement (Afrikander Lease Limited /Fi)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, reasonably satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933. Notwithstanding anything else in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Appears in 2 contracts

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

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933. Notwithstanding anything else in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to oblige the Company to file any registration statement in respect of any proposed transactions.

Appears in 2 contracts

Samples: Deposit Agreement (Osmetech PLC), Deposit Agreement (Osmetech PLC)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company entity or person controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers furnishes to the Depositary an a written opinion of United States counselfrom U.S. counsel for the Company, which counsel shall be reasonably satisfactory to the Depositary, stating that the Shares to be deposited could be offered and sold publicly by the effect that, upon deposit, those Shares will be eligible for public resale holder in the United States without further registration of those Shares under the Securities Act of 1933Act.

Appears in 2 contracts

Samples: Deposit Agreement (Suntech Power Holdings Co., Ltd.), Deposit Agreement (Suntech Power Holdings Co., Ltd.)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is Company, which counsel shall be reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933Act. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933Act, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that that, except with respect to the initial deposit and any deposit permitted under Section 4.03, 4.04 or 4.08 of this Deposit Agreement, or as the Company and the Depositary may otherwise agree in connection with a distribution of American Depositary Shares, neither the Company nor any company person or other entity controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement registration statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933Act.

Appears in 2 contracts

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

Distribution of Additional Shares, Rights, etc. If The Issuer agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities securities, (each a "Distribution”), ") the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall Issuer will promptly furnish to the Depositary a written opinion opinion, unless waived by the Depositary, from U.S. counsel for the Company that is Issuer, which counsel shall be reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration requires a Registration Statement under the Securities Act to be in effect prior to making such Distribution available to Owners entitled thereto; provided, however that no such opinion shall be required in the event of 1933an issuance of Shares as a bonus, share split or similar event. If, If in the opinion of that counselsuch counsel a Registration Statement is required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that such counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 Registration Statement in effect that which will cover that such Distribution. The Company Issuer agrees with the Depositary that neither the Company Issuer nor any company controlled by, controlling or under common control with the Company Issuer will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company Issuer or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933Act.

Appears in 2 contracts

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

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933.

Appears in 2 contracts

Samples: Deposit Agreement (Allied Irish Banks PLC), Deposit Agreement (Allied Irish Banks PLC)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement in respect of any securities or rights or to endeavor to have such a registration statement declared effective. To the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register securities under the Securities Act of 1933, it may prevent Owners in the United States from purchasing any such securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept certain Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writing.

Appears in 2 contracts

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

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933.

Appears in 2 contracts

Samples: Deposit Agreement (Gentium S.p.A.), Deposit Agreement (Gentium S.p.A.)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company to file a registration statement with respect to a Distribution or to endeavor to have such a registration statement declared effective. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933.

Appears in 2 contracts

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

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that such counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that the Company shall arrange for such counsel shall to furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933.

Appears in 2 contracts

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

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel the Company shall furnish inform the Depositary in writing, and provide evidence reasonably satisfactory to the Depositary a written opinion Depositary, as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933.

Appears in 2 contracts

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

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel the Company shall furnish to inform the Depositary a written opinion in writing and provide evidence reasonably satisfactory as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. In the event that registration under the Securities Act of 1933 would be required in connection with any such Distribution, the Company shall have no obligation to effect such registration and, in the absence of such registration, the Depositary may (where applicable) pursuant to Section 4.2, 4.3 or 4.4 dispose of such additional securities in accordance with such Sections. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933.

Appears in 2 contracts

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

Distribution of Additional Shares, Rights, etc. If The Issuer agrees that in the Company or event of any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall Issuer will promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably Issuer, which counsel shall be satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration requires a Registration Statement under the Securities Act of 19331933 to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counselsuch counsel a Registration Statement is required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that such counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 Registration Statement in effect that which will cover that such Distribution. The Company Issuer agrees with the Depositary that neither the Company Issuer nor any company controlled by, controlling or under common control with by the Company Issuer will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company Issuer or by any such affiliatecompany under its control, unless a Registration Statement or an exemption from registration is in effect or available as to such Shares under the Securities Act of 1933 or 1933. The Depositary will use reasonable efforts to comply with the Company delivers written instructions of the Issuer as to conditions that must be satisfied prior to consummation of transactions contemplated by this Deposit Agreement in order to facilitate the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale Issuer's compliance with securities laws in the United States without further registration under the Securities Act of 1933States.

Appears in 2 contracts

Samples: Deposit Agreement (Futuremedia PLC), Deposit Agreement (Futuremedia PLC)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement registration statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States U.S. without further registration under the Securities Act of 1933.

Appears in 2 contracts

Samples: Deposit Agreement (Biovitrum Ab (Publ)), Deposit Agreement (Opera Software ASA)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement registration statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933.

Appears in 2 contracts

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

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Distribution of Additional Shares, Rights, etc. If The Issuer agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution distribution, or program of issuances or distributions, of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify Issuer will consult with the Depositary in writing in English within a reasonable time prior to such Distribution as promptly as practicable and in to whether the securities subject to such Distribution will, when distributed, be eligible for deposit hereunder. With respect to any event before Distribution, the Distribution starts Issuer agrees to consult with the Depositary and, if applicable, to comply with procedures agreed to between the Issuer and the Depositary relating thereto. If reasonably requested in writing by the Depositary, the Company shall Issuer will promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is Issuer, which counsel shall be reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, requires a registration statement under the Securities Act of 1933. Ifto be in effect prior to making such Distribution available to Owners entitled thereto, in the opinion of that counseland if a registration statement is so required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that which will cover that such Distribution. The Company Issuer agrees with the Depositary that neither the Company Issuer nor any company controlled by, controlling or under common control with the Company Issuer will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company Issuer or any such affiliate, (i) unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or Act, (ii) unless the Company delivers Issuer furnishes to the Depositary an a written opinion of United States counsel, satisfactory to from U.S. counsel for the Depositary, Issuer to the effect that, upon deposit, those that the Shares will to be eligible for public resale in the United States without further registration deposited are permissible deposits under the Securities Act of 1933General Instructions to Form F-6.

Appears in 2 contracts

Samples: Deposit Agreement (Macquarie Bank LTD), Deposit Agreement (Psiron LTD)

Distribution of Additional Shares, Rights, etc. If The Issuer agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities securities, (each a "Distribution”), ") the Company shall Issuer will promptly notify the Depositary in writing in English as promptly as practicable and in any event before of the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is Issuer, which counsel shall be reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, requires a registration statement under the Securities Act of 1933to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counselsuch counsel a registration statement is required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that such counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that which will cover that such Distribution. The Company Issuer agrees with the Depositary that neither the Company Issuer nor any company controlled by, controlling or under common control with the Company Issuer will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company Issuer or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers Issuer furnishes the Depositary with an opinion of U.S. counsel for the Issuer that is reasonably satisfactory to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, that upon deposit, those deposit the Shares will be eligible for public resale in the United States without further registration of the Shares under the Securities Act of 1933Act.

Appears in 2 contracts

Samples: Deposit Agreement (CPFL Energy INC), Deposit Agreement (CPFL Energy INC)

Distribution of Additional Shares, Rights, etc. If The Issuer agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall Issuer will promptly furnish to the Depositary Depositary, upon its reasonable request after consultation with the Issuer a written opinion from U.S. counsel for the Company that is reasonably Issuer, which counsel shall be satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration requires a Registration Statement under the Securities Act of 19331933 to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counselsuch counsel a Registration Statement is required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that such counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 Registration Statement in effect that which will cover that such Distribution. The Company Issuer agrees with the Depositary that neither the Company Issuer nor any company controlled by, controlling or under common control with the Company Issuer will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company Issuer or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers Issuer furnishes to the Depositary an a written opinion of United States counselfrom U.S. counsel for the Issuer, which counsel shall be reasonably satisfactory to the Depositary, to the effect that, stating that upon such deposit, those such Shares will and the American Depositary Shares to be eligible for public resale issued in respect of such deposit may be publicly offered and sold by the holder thereof in the United States without further registration of such Shares under the Securities Act of 1933.

Appears in 2 contracts

Samples: Deposit Agreement (Mizuho Financial Group Inc), Deposit Agreement (Mizuho Financial Group Inc)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, reasonably satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale without restriction in the United States without further registration under the Securities Act of 1933.

Appears in 2 contracts

Samples: Deposit Agreement (Hanwha Q CELLS Co., Ltd.), Deposit Agreement (Bank of New York / Adr Division)

Distribution of Additional Shares, Rights, etc. If The Company agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall will promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably Company, which counsel shall be satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration requires a Registration Statement under the Securities Act of 19331933 to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counselsuch counsel a Registration Statement is required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that such counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 Registration Statement in effect that which will cover that such Distribution. The Company agrees with the Depositary that neither the Company nor any company person controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or unless such Shares are accompanied by an opinion on which the Company delivers Depositary may rely satisfactory to the Depositary an opinion from recognized U.S. counsel for the Company, that upon deposit of United States counselsuch Shares, satisfactory to such Shares and the Depositary, to the effect that, upon deposit, those American Depositary Shares issued in respect thereof will not be eligible for public resale in the United States without further registration "restricted securities" as such term is defined under Rule 144(a)(3) of the Securities Act of 19331933 and that the offer and sale of such securities would not require registration under such Act.

Appears in 1 contract

Samples: Deposit Agreement (Smartforce Public LTD Co)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if reasonably requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with by the Company will at any time deposit any Shares, either originally issued upon original issuance or upon a sale of Shares previously issued and reacquired acquired by the Company or by any such affiliatecompany under the control of the Company, unless (i) a Registration Statement registration statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to (ii) the Depositary has received an opinion of United States counsel, satisfactory to the Depositary, recognized U.S. counsel to the effect thatthat such Shares could, upon deposit, those Shares will be eligible for public resale offered and sold publicly in the United States without further registration under that Act. The Depositary will use reasonable efforts to comply with reasonable written instructions of the Securities Act Company not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may be specified in such instructions in order to facilitate the Company’s compliance with the securities laws of 1933the United States.

Appears in 1 contract

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

Distribution of Additional Shares, Rights, etc. If The Issuer agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities securities, (each a “Distribution”), ) the Company shall Issuer will promptly notify the Depositary in writing in English as promptly as practicable and in any event before of the Distribution starts and, if requested in writing by the Depositary, promptly furnish, at the Company shall promptly furnish Issuer’s expense, to the Depositary a written opinion from U.S. counsel for the Company that is Issuer, which counsel shall be reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, requires a registration statement under the Securities Act of 1933to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counselsuch counsel a registration statement is required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that such counsel shall furnish furnish, at the Issuer’s expense, to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that which will cover that such Distribution. The Company Issuer agrees with the Depositary that neither the Company Issuer nor any company controlled by, controlling or under common control with the Company Issuer will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company Issuer or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers Issuer furnishes (at its own expense) the Depositary with an opinion of U.S. counsel for the Issuer that is reasonably satisfactory to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, that upon deposit, those deposit the Shares will be eligible for public resale in the United States without further registration of the Shares under the Securities Act of 1933Act.

Appears in 1 contract

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, reasonably satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933. The Depositary will comply with reasonable written instructions of the Company not to accept for deposit under this Section 5.7 any Shares identified in such instructions and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's compliance with United States securities laws. Nothing in this Section 5.7 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writing.

Appears in 1 contract

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

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company may satisfy its duty to notify under this paragraph in the case of a proposed continuous Distribution or program or series of related Distributions that are planned to be made within a limited period of time by giving a single notice to the Depositary that describes the proposed continuous Distribution or program or series of related Distributions, including its proposed duration. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933.

Appears in 1 contract

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

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. Nothing in Section 5.7 or elsewhere in this Deposit Agreement shall create any obligation the part of the Company or the Depositary to file a registration statement with respect to a Distribution or to endeavor to have such a registration statement declared effective. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933.

Appears in 1 contract

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

Distribution of Additional Shares, Rights, etc. If The Company agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities securities, (each a “Distribution”), ) the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall will promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably Company, which counsel shall be satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration requires a Registration Statement under the Securities Act of 19331933 to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counselsuch counsel a Registration Statement is required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that such counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 Registration Statement in effect that which will cover that such Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to unless such Shares are accompanied by an opinion on which the Depositary an opinion of United States counselmay rely, satisfactory to the DepositaryDepositary from recognized U.S. counsel for the Company, to that upon deposit of such Shares, such Shares and the effect that, upon deposit, those American Depositary Shares issued in respect thereof will not be eligible for public resale in the United States without further registration “restricted securities” as such term is defined under Rule 144(a)(3) of the Securities Act of 19331933 and that the offer and sale of such securities would not require registration under such Act.

Appears in 1 contract

Samples: Deposit Agreement (Trintech Group PLC)

Distribution of Additional Shares, Rights, etc. If The Company agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities securities, (each a "Distribution”), ") the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall will promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably Company, which counsel shall be satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration requires a Registration Statement under the Securities Act of 19331933 to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counselsuch counsel a Registration Statement is required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that such counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 Registration Statement in effect that which will cover that such Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to unless such Shares are accompanied by an opinion on which the Depositary an opinion of United States counselmay rely, satisfactory to the DepositaryDepositary from recognized U.S. counsel for the Company, to that upon deposit of such Shares, such Shares and the effect that, upon deposit, those American Depositary Shares issued in respect thereof will not be eligible for public resale in the United States without further registration "restricted securities" as such term is defined under Rule 144(a)(3) of the Securities Act of 19331933 and that the offer and sale of such securities would not require registration under such Act.

Appears in 1 contract

Samples: Deposit Agreement (Trintech Group PLC)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly soon as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale without restriction in the United States without further registration under the Securities Act of 1933.

Appears in 1 contract

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

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933. Notwithstanding anything to the contrary herein, nothing in this Deposit Agreement shall be deemed to oblige the Company to file any registration statement in respect of any proposed transactions.

Appears in 1 contract

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

Distribution of Additional Shares, Rights, etc. If the Company determines, or any the Company knows that an affiliate of the Company determines determines, to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary either (i) evidence satisfactory to the Depositary that the Distribution is registered under the Securities Act of 1933 or (ii) a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not that the Distribution requiresdoes not require, or, if made in the United States, would not require, registration under the Securities Act of 1933. If, in In the opinion of event that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 19331933 would be required in connection with any such Distribution, that counsel the Company shall furnish have no obligation to effect such registration and, in the absence of such registration, the Depositary a written opinion as shall (where applicable) pursuant to whether Section 4.02, 4.03 or not there is a registration statement under the Securities Act 4.04 dispose of 1933 such additional securities in effect that will cover that Distributionaccordance with such Sections. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement registration statement is in effect as to such Shares under the Securities Act of 1933 or an exemption under the Securities Act of 1933 is otherwise available in respect of such Shares or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933.

Appears in 1 contract

Samples: Deposit Agreement (Takeda Pharmaceutical Co LTD)

Distribution of Additional Shares, Rights, etc. If The Company agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a "Distribution”), ") the Company shall notify provide reasonable advance notice of such event to the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall will promptly furnish to the Depositary upon reasonable written request by the Depositary a written opinion from U.S. counsel for the Company that is reasonably Company, which counsel shall be satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration requires a Registration Statement under the Securities Act of 19331933 to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counselsuch counsel a Registration Statement is required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that such counsel shall furnish to the Depositary a written opinion as to whether or not there is a Registration Statement in effect which will cover such Distribution. Nothing in this Section 5.7 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company to file a registration statement under the Securities Act of 1933 in effect that will cover that with respect to a Distribution, or to endeavor to have such a registration statement declared effective. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (a) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (b) the Company delivers has delivered to the Depositary an a written opinion of United States counsel, satisfactory to the Depositary, U.S. counsel to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further that registration under the Securities Act of 19331933 would not be required if such Shares were sold in the United States.

Appears in 1 contract

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

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, unless the Company has furnished to the Depositary an opinion of counsel under Section 4.04 relating to the Distribution, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. However, the Company is not obligated to file any registration statement. The Company agrees with the Depositary that that, except with respect to any deposit permitted under Section 4.03, 4.04 or 4.08 or as the Company and the Depositary may otherwise agree in connection with a distribution of American Depositary Shares, neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933.

Appears in 1 contract

Samples: Deposit Agreement (CR2 Empreendimentos Imobili?rios S.A.)

Distribution of Additional Shares, Rights, etc. If The Company agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall will promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably Company, which counsel shall be satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration requires a Registration Statement under the Securities Act of 19331933 to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counselsuch counsel a Registration Statement is required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that such counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 Registration Statement in effect that which will cover that such Distribution. The Company agrees with the Depositary that neither the Company nor any company person controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or unless such Shares are accompanied by an opinion on which the Company delivers Depositary may rely satisfactory to the Depositary an opinion from recognized U.S. counsel for the Company, that upon deposit of United States counselsuch Shares, satisfactory to such Shares and the DepositaryAmerican Depositary Shares issued in respect thereof will not be "restricted securities", to as such term is defined under Rule 144(a)(3) of the effect thatSecurities Act, upon deposit, those Shares will be eligible for public resale in and that the United States without further offer and sale of such securities would not require registration under the Securities Act of 1933such Act.

Appears in 1 contract

Samples: Deposit Agreement (Insignia Solutions PLC)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933.

Appears in 1 contract

Samples: Deposit Agreement (Nkwe Platinum LTD)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933Act. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933Act, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that that, except with respect to the initial deposit and any deposit permitted under Section 4.03, 4.04 or 4.08 of this Deposit Agreement, or as the Company and the Depositary may otherwise agree in connection with a distribution of American Depositary Shares, neither the Company nor any company person or other entity controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement registration statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933Act.

Appears in 1 contract

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

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. Nothing in Section 5.7 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement with respect to a Distribution or to endeavor to have such a registration statement declared effective. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933.

Appears in 1 contract

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

Distribution of Additional Shares, Rights, etc. If The Company agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify will furnish to the Depositary in writing in English Depositary, as promptly as practicable and in any event before the Distribution starts andpracticable, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is Company, which may be internal U.S. counsel, which counsel shall be reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration requires a Registration Statement under the Securities Act of 19331933 to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counselsuch counsel a Registration Statement is required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that such counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 Registration Statement in effect that which will cover that such Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with by the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, counsel to the effect that, upon deposit, those that the issuance of such Shares will be eligible for public resale in the United States without further is exempt from registration under requirement of the Securities Act of 1933. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement in respect of any securities or rights.

Appears in 1 contract

Samples: Deposit Agreement (Arkema)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible or exchangeable into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement registration statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933.

Appears in 1 contract

Samples: Deposit Agreement (Cyclacel Group PLC)

Distribution of Additional Shares, Rights, etc. If The Company ---------------------------------------------- agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall will promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably Company, which counsel shall be satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration requires a Registration Statement under the Securities Act of 19331933 to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counselsuch counsel a Registration Statement is required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that such counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 Registration Statement in effect that which will cover that such Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or unless the Depositary shall receive an opinion from counsel to the Company delivers to the Depositary an opinion of United States counselor such affiliate, satisfactory reasonably acceptable to the Depositary, to stating that the effect thatdeposit of such Shares, upon depositand the issuance of American Depositary Shares evidencing such Deposited Shares, those Shares will be eligible for public resale in the United States without further does not require registration under the Securities Act of 1933.

Appears in 1 contract

Samples: Restricted Deposit Agreement (Telenor East Invest As)

Distribution of Additional Shares, Rights, etc. (a) If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. . (b) The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States U.S. counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale without restriction in the United States without further registration under the Securities Act of 1933.

Appears in 1 contract

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

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933. Nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Appears in 1 contract

Samples: Deposit Agreement (Highveld Steel & Vanadium Corp LTD /Fi)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. Nothing in this Section 5.7 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any securities or rights. The Company agrees with the Depositary that neither the Company nor any company person or entity controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for unrestricted public resale in the United States without further registration under the Securities Act of 1933.

Appears in 1 contract

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

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in en English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is which counsel shall be reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company to file a registration statement with respect to a Distribution or to endeavor to have such registration statement declared effective. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, which counsel shall be satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933.

Appears in 1 contract

Samples: Deposit Agreement (GB Auto S.A.E)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall as promptly as practicable furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933Act. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933Act, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. However, the Company is not obligated to file any registration statement. The Company agrees with the Depositary that that, except with respect to the initial deposit and any deposit permitted under Section 4.03, 4.04 or 4.08 of this Deposit Agreement, or as the Company and the Depositary may otherwise agree in connection with a distribution of American Depositary Shares, neither the Company nor any company person or other entity controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to or, the Depositary has received an opinion of United States counsel, satisfactory to U.S. counsel from the Depositary, Company to the effect that, upon deposit, that the deposit of those Shares will be eligible for public resale in and the United States without further requested delivery of American Depositary Shares representing those Shares does not require registration of those Shares or American Depositary Shares under the Securities Act of 1933Act.

Appears in 1 contract

Samples: Deposit Agreement (Usinas Siderurgicas De Minas Gerais Sa Usiminas /Fi)

Distribution of Additional Shares, Rights, etc. If The Company agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall will promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably Company, which counsel shall be satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration requires a Registration Statement under the Securities Act of 1933to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counselsuch counsel a Registration Statement is required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that such counsel shall furnish to the Depositary a written opinion as to whether or not there is a Registration Statement in effect which will cover such Distribution. In the event that registration statement under the Securities Act would be required in connection with any such Distribution if made to Owners, the Company shall have no obligation to effect such registration. The Depositary shall make reasonable efforts to comply with the written instructions of 1933 the Company not to accept knowingly for deposit hereunder any securities identified in effect that will cover that Distributionsuch instructions at such times and under such circumstances as may be specified in such instructions, in order to facilitate the Company's compliance with the securities laws of the United States of America. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933.

Appears in 1 contract

Samples: Deposit Agreement (Witwatersrand Consolidated Gold Resources LTD)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if reasonably requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, which counsel shall be reasonably satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933.

Appears in 1 contract

Samples: Deposit Agreement (Lottomatica S.p.A.)

Distribution of Additional Shares, Rights, etc. If the Company determines, or any the Company knows that an affiliate of the Company determines determines, to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary either (i) evidence satisfactory to the Depositary that the Distribution is registered under the Securities Act of 1933 or (ii) a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not that the Distribution requiresdoes not require, or, if made in the United States, would not require, registration under the Securities Act of 1933. If, in In the opinion of event that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 19331933 would be required in connection with any such Distribution, that counsel the Company shall furnish have no obligation to effect such registration and, in the absence of such registration, the Depositary a written opinion as shall (where applicable) pursuant to whether Section 4.02, 4.03 or not there is a registration statement under the Securities Act 4.04 dispose of 1933 such additional securities in effect that will cover that Distributionaccordance with such Sections. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement registration statement is in effect as to such Shares under the Securities Act of 1933 or an exemption under the Securities Act of 1933 is otherwise available in respect of such Shares or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933. Notwithstanding the foregoing, nothing in this Deposit Agreement shall create any obligation on the part of the Company (i) to file a registration statement with respect to the deposit of any Shares or other Deposited Securities, or the issuance of (x) additional Shares or other Deposited Securities, (y) rights to subscribe for such Shares or other Deposited Securities, securities convertible into or exchangeable for Shares or other Deposited Securities, (z) rights to subscribe for such securities, or to endeavor to have such a registration statement declared effective or (ii) to alter in any manner the terms and conditions of any offering or issuance of such Shares or other Deposited Securities, rights, or convertible or exchangeable securities.

Appears in 1 contract

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

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliatecontrolling or controlled person, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933.

Appears in 1 contract

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

Distribution of Additional Shares, Rights, etc. If The Company agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify provide reasonable advance notice of such event to the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall will promptly furnish to the Depositary upon request, if such distribution is to a U.S. person (as defined in the Securities Act of 1933) or in the United States, a written opinion from U.S. counsel for the Company that is reasonably Company, which counsel shall be satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, requires a registration statement under the Securities Act of 19331933 to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counselsuch counsel a registration statement is required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that such counsel shall furnish to the Depositary a written opinion as to whether or not there is a Registration Statement in effect which will cover such Distribution. Nothing in this Section 5.7 or elsewhere in this Deposit Agreement shall create any obligation on the Company's part to file a registration statement under the Securities Act of 1933 in effect that will cover that Distributionwith respect to a Distribution or to endeavor to have such registration statement be declared effective. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (a) a Registration Statement registration statement is in effect as to such Shares under the Securities Act of 1933 or (b) the Company delivers has delivered to the Depositary an a written opinion of United States counsel, satisfactory to the Depositary, U.S. counsel to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further that registration under the Securities Act of 19331933 would not be required if such Shares were sold in the United States.

Appears in 1 contract

Samples: Deposit Agreement (Jiangsu Expressway Co LTD)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon such deposit, and the issuance of those Shares will be eligible for public resale in the United States without further respect thereof, is exempt from registration under the Securities Act of 1933.

Appears in 1 contract

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

Distribution of Additional Shares, Rights, etc. If The Company agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities securities, (each a "Distribution”), ") the Company shall notify will take all steps reasonably necessary to ensure that no violation by the Company or the Depositary in writing in English as promptly as practicable and in any event before of the Distribution starts and, if requested in writing by Securities Act will result from such issuance or distribution. Upon the reasonable request of the Depositary, the Company shall Issuer will promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably Issuer, which counsel shall be satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration requires a Registration Statement under the Securities Act of 1933to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counselsuch counsel a Registration Statement is required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that such counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 Registration Statement in effect that which will cover that such Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act Act. Nothing in this Section 5.7 or elsewhere in this Deposit Agreement shall create any obligation on the part of 1933 or the Company delivers to the Depositary an opinion file a registration statement in respect of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933any such securities or rights.

Appears in 1 contract

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

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement registration statement is in effect as to such Shares under the Securities Act of 1933 1933. The Company reserves full discretion as to whether in the future it may or the Company delivers to the Depositary an opinion may not register under said Act for purposes of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale offering and selling in the United States without further registration any Shares or any other securities, including any Shares or other securities which may be the subject of subscription or purchase rights pertaining to Deposited Securities at the time deposited under the Securities Act of 1933this Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Royal Dutch Shell PLC)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933.

Appears in 1 contract

Samples: Deposit Agreement (Sequans Communications)

Distribution of Additional Shares, Rights, etc. If The Company ---------------------------------------------- agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall will promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is Company, which counsel shall be reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration requires a Registration Statement under the Securities Act of 19331933 to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counselsuch counsel a Registration Statement is required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that such counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 Registration Statement in effect that which will cover that such Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or unless such Shares are accompanied by an opinion on which the Company delivers Depositary may rely satisfactory to the Depositary an opinion from recognized U.S. counsel for the Company, that upon deposit of United States counselsuch Shares, satisfactory to such Shares and the Depositary, to the effect that, upon deposit, those American Depositary Shares issued in respect thereof will not be eligible for public resale in the United States without further registration "restricted securities" as such term is defined under Rule 144(a)(3) of the Securities Act of 19331933 and that the public offer and sale of such securities would not require registration under such Act.

Appears in 1 contract

Samples: Deposit Agreement (Logitech International Sa)

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