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

Distribution of Additional Shares, Rights, etc. The Issuer agrees that in the event of any 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 Issuer will promptly furnish to the Depositary a written opinion from U.S. counsel for the Issuer, which counsel shall be satisfactory to the Depositary, stating whether or not the Distribution requires a Registration Statement under the Securities Act of 1933 to be in effect prior to making such Distribution available to Owners entitled thereto. If in the opinion of such counsel a Registration Statement is required, 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 agrees with the Depositary that neither the Issuer nor any company controlled by the Issuer will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Issuer or by any company under its control, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 unless the Issuer shall have delivered to the Depositary an opinion of U.S. counsel for the Issuer, which counsel shall be satisfactory to the Depositary, to the effect that registration under the Securities Act is not required.

Appears in 2 contracts

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

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Distribution of Additional Shares, Rights, etc. The Issuer Company agrees that in the event of 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 Issuer Company will promptly furnish to the Depositary a written opinion from U.S. counsel for the IssuerCompany, which counsel shall be satisfactory to the Depositary, stating whether or not the Distribution requires a Registration Statement under the Securities Act of 1933 to be in effect prior to making such Distribution available to Owners entitled thereto. If in the opinion of such counsel a Registration Statement is required, 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 Company agrees with the Depositary that neither the Issuer Company nor any company controlled by by, controlling or under common control with the Issuer Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Issuer Company or by any company under its controlsuch affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 unless or the Issuer shall have delivered Company furnishes to the Depositary an a written opinion of from U.S. counsel for the IssuerCompany, which counsel shall be reasonably satisfactory to the Depositary, stating that the offer and sale to the effect that public of the Receipts evidencing the American Depositary Shares representing such Shares are exempt from registration under the Securities Act is not requiredthat Act.

Appears in 2 contracts

Samples: Deposit Agreement (Abbey National PLC), Deposit Agreement (Abbey National PLC)

Distribution of Additional Shares, Rights, etc. The Issuer Company agrees that in the event of 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 Issuer Company will promptly furnish to the Depositary a written opinion from U.S. counsel for the IssuerCompany, which counsel shall be reasonably satisfactory to the Depositary, stating whether or not the Distribution requires a Registration Statement under the Securities Act of 1933 to be in effect prior to making such Distribution available to Owners entitled thereto. If in the opinion of such counsel a Registration Statement is required, 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 Company agrees with the Depositary that neither the Issuer Company nor any company controlled by the Issuer Company will at any time deposit, and shall use its best efforts that are reasonable under the circumstances to ensure that no company 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 Issuer Company or by any company under its controlsuch affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 unless or the Issuer shall have delivered Company furnishes to the Depositary an a written opinion of from U.S. counsel for the Issuer, which counsel shall be satisfactory to Company stating that the Depositary, to offer and sale of the effect that Receipts evidencing the American Depositary Shares representing such Shares are exempt from registration under the Securities Act is not requiredAct.

Appears in 1 contract

Samples: Deposit Agreement (Open Joint Stock Co Nizhegorodsvyazinform/Adr)

Distribution of Additional Shares, Rights, etc. The Issuer Company agrees that in the event of 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 Issuer Company will promptly furnish to the Depositary a written opinion from U.S. counsel for the IssuerCompany, which counsel shall be satisfactory to the Depositary, stating whether or not the Distribution requires a Registration Statement registration statement under the Securities Act of 1933 to be in effect prior to making such Distribution available to Owners entitled thereto. If in the opinion of such counsel a Registration Statement registration statement is required, such counsel shall furnish to the Depositary a written opinion as to whether or not there is a Registration Statement registration statement in effect which will cover such Distribution. The Issuer Company agrees with the Depositary that neither the Issuer Company nor any company controlled by by, controlling or under common control with the Issuer Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Issuer Company or by any company under its controlsuch affiliate, unless (i) a Registration Statement registration statement is in effect as to such Shares under the Securities Act of 1933 unless or (ii) the Issuer shall have delivered depositor provides to the Depositary an opinion of U.S. United States counsel for the Issuer, which counsel shall be satisfactory to the Depositary, to the effect that those Shares may be deposited and American Depositary Shares representing those Shares may be delivered without further registration of those Shares under the Securities Act is not requiredof 1933 and that specifies any restrictions that should be imposed on subsequent resales of those Shares and American Depositary Shares pursuant to that Act.

Appears in 1 contract

Samples: Deposit Agreement (Metso Corp)

Distribution of Additional Shares, Rights, etc. The Issuer Company agrees that in the event of 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 Issuer Company will promptly furnish to the Depositary a written opinion from U.S. counsel for the IssuerCompany, which counsel shall be reasonably satisfactory to the Depositary, stating whether or not the Distribution requires a Registration Statement under the Securities Act of 1933 to be in effect prior to making such Distribution available to Owners entitled thereto. If in the opinion of such counsel a Registration Statement is required, 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 Company agrees with the Depositary that neither the Issuer Company nor any company controlled by by, controlling or under common control with the Issuer Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Issuer Company or by any company under its controlsuch affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 unless or the Issuer shall have delivered Company furnishes to the Depositary an a written opinion of from U.S. counsel for the Issuer, which counsel shall be satisfactory to Company stating that the Depositary, to offer and sale of the effect that Receipts evidencing the American Depositary Shares representing such Shares are exempt from registration under the Securities Act is not requiredthat Act.

Appears in 1 contract

Samples: Deposit Agreement (OJSC Gazprom)

Distribution of Additional Shares, Rights, etc. The Issuer Company agrees that in the event of 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 Issuer Company will promptly furnish to the Depositary Depositary, a written opinion from U.S. counsel for the Issuer, which counsel shall be Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires a Registration Statement under the Securities Act of 1933 to be in effect prior to making such Distribution available to Owners entitled thereto. If in the opinion of such counsel a Registration Statement is required, 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 Company agrees with the Depositary that neither the Issuer Company nor any company controlled by by, controlling or under common control with the Issuer Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Issuer Company or by any company under its controlsuch affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 unless or the Issuer shall have delivered Company delivers to the Depositary an opinion of U.S. counsel for the IssuerUnited States counsel, which counsel shall be reasonably satisfactory to the Depositary, to the effect that the issuance of such Shares is exempt from registration under requirement of the Securities Act is not requiredof 1933.

Appears in 1 contract

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

Distribution of Additional Shares, Rights, etc. The Issuer Company agrees that in the event of 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 Issuer Company will promptly furnish to the Depositary a written opinion from U.S. counsel for the IssuerCompany, which counsel shall be reasonably satisfactory to the Depositary, stating whether or not the Distribution requires a Registration Statement under the Securities Act of 1933 to be in effect prior to making such Distribution available to Owners entitled thereto. If in the opinion of such counsel a Registration Statement is required, 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 Company agrees with the Depositary that neither the Issuer Company nor any company controlled by by, controlling or under common control with the Issuer Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Issuer Company or by any company under its controlsuch affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 unless or the Issuer shall have delivered Company delivers to the Depositary an opinion of U.S. counsel for the IssuerUnited States counsel, which counsel shall be satisfactory to the Depositary, to the effect that that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act is not requiredof 1933.

Appears in 1 contract

Samples: Deposit Agreement (Galapagos Nv)

Distribution of Additional Shares, Rights, etc. The Issuer Company agrees that in the event of 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 Issuer Company will promptly furnish to the Depositary a written opinion from U.S. counsel for the IssuerCompany, which counsel shall be satisfactory to the Depositary, stating whether or not the Distribution requires a Registration Statement under the Securities Act of 1933 to be in effect prior to making such Distribution available to Owners entitled thereto. If in the opinion of such counsel a Registration Statement is required, 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 Company agrees with the Depositary that neither the Issuer Company nor any company controlled by by, controlling or under common control with the Issuer Company will at any time deposit any Shares, either originally issued or previously pre­viously issued and reacquired by the Issuer Company or by any company under its controlsuch affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 unless 1933. Notwithstanding the Issuer shall have delivered foregoing, the Company's obligations with respect to any company controlling or under common control with the Depositary an opinion of U.S. counsel for the Issuer, which counsel Company shall be satisfactory limited to using its best efforts to prevent deposits by the Depositary, to the effect that registration under the Securities Act is not requiredpreceding sentence.

Appears in 1 contract

Samples: Deposit Agreement (British Sky Broadcasting Group PLC)

Distribution of Additional Shares, Rights, etc. The Issuer Company agrees that in the event of 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 Issuer Company will promptly furnish to the Depositary Depositary, a written opinion from U.S. counsel for the Issuer, Company which counsel shall be satisfactory to the Depositary, stating whether or not the Distribution requires a Registration Statement under the Securities Act of 1933 to be in effect prior to making such Distribution available to Owners entitled thereto. If in the opinion of such counsel a Registration Statement is required, 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 Company agrees with the Depositary that neither the Issuer Company nor any company controlled by by, controlling or under common control with the Issuer Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Issuer Company or by any company under its controlsuch affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 unless or the Issuer shall have delivered Company delivers to the Depositary an opinion of U.S. counsel for the IssuerUnited States counsel, which counsel shall be satisfactory to the Depositary, to the effect that the issuance of such Shares is exempt from registration under requirement of the Securities Act is not requiredof 1933.

Appears in 1 contract

Samples: Deposit Agreement (Mindray Medical International LTD)

Distribution of Additional Shares, Rights, etc. The Issuer agrees that in If the event Company or any affiliate of the Company determines to make any issuance or distribution of (1I) additional Preference Shares, (2) rights to subscribe for Preference Shares, (3) securities convertible into Preference Shares, or (4) rights to subscribe for such securities, securities (each a "Distribution") ”), the Issuer will 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 Issuer, which counsel shall be Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires a Registration Statement requires, or, if made in the United States, would require, registration under the Securities Act of 1933 to be in effect prior to making such Distribution available to Owners entitled theretoAct. If If, in the opinion of such counsel a Registration Statement is requiredthat counsel, such the Distribution requires, or, if made in the United States, would require, registration under the Securities Act, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a Registration Statement registration statement under the Securities Act in effect which that will cover such that Distribution. The Issuer Company shall be under no obligation to file a registration statement with respect to any Distribution. The Company agrees with the Depositary that neither the Issuer Company nor any company controlled by by, controlling or under common control with the Issuer Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Issuer Company or by any company under its controlsuch affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 unless the Issuer shall have delivered to the Depositary an opinion of U.S. counsel for the Issuer, which counsel shall be satisfactory to the Depositary, to the effect that registration under the Securities Act is not requiredAct.

Appears in 1 contract

Samples: Rule 144a Deposit Agreement (Lloyds Banking Group PLC)

Distribution of Additional Shares, Rights, etc. The Issuer Company agrees that in the event of 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 Issuer Company will promptly furnish to the Depositary a written opinion from U.S. counsel for the IssuerCompany, which counsel shall be satisfactory to the Depositary, stating whether or not the Distribution requires a Registration Statement under the Securities Act of 1933 to be in effect prior to making such Distribution available to Owners entitled thereto. If in the opinion of such counsel a Registration Statement is required, 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 Company agrees with the Depositary that neither the Issuer Company nor any company controlled by by, controlling or under common control with the Issuer Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Issuer Company or by any company under its controlsuch affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 unless or the Issuer shall have delivered Company furnishes to the Depositary an a written opinion of from U.S. counsel for the Issuer, which counsel shall be satisfactory to Company stating that the Depositary, to offer and sale of the effect that Receipts evidencing the American Depositary Shares representing such Shares are exempt from registration under the Securities Act is not requiredthat Act.

Appears in 1 contract

Samples: Deposit Agreement (O a O Tatneft)

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Distribution of Additional Shares, Rights, etc. The Issuer Company agrees that in the event of any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into into, or exchangeable for, Shares, or (43) rights to subscribe for any such securities, securities (each a "Distribution") ”), the Issuer Company will promptly furnish to the Depositary a written opinion from U.S. counsel for the IssuerCompany, which counsel shall be satisfactory to the Depositary, stating whether or not the Distribution requires a Registration Statement under the Securities Act of 1933 to be in effect prior to making such Distribution available to Owners entitled thereto. If in the opinion of such counsel a Registration Statement is required, 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 Company agrees with the Depositary that neither the Issuer Company nor any company controlled by by, controlling or under common control with the Issuer Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Issuer Company or by any company under its controlsuch affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 unless or the Issuer shall have delivered Company furnishes to the Depositary an a written opinion of from U.S. counsel for the IssuerCompany, which counsel shall be reasonably satisfactory to the Depositary, stating that upon such deposit, such Shares and the American Depositary Shares to be issued in respect of such deposit may be publicly offered and sold by the effect that holder thereof in the United States without further registration of such Shares under the Securities Act is not requiredof 1933.

Appears in 1 contract

Samples: Deposit Agreement (Crucell Nv)

Distribution of Additional Shares, Rights, etc. The Issuer Company agrees that in the event of 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 Issuer Company will promptly furnish to the Depositary a written opinion from U.S. counsel for the IssuerCompany, which counsel shall be satisfactory to the Depositary, stating whether or not the Distribution requires a Registration Statement under the Securities Act of 1933 to be in effect prior to making such Distribution available to Owners entitled thereto. If in the opinion of such counsel a Registration Statement is required, 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 Company agrees with the Depositary that neither the Issuer Company nor any company controlled by by, controlling or under common control with the Issuer Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Issuer Company or by any company under its controlsuch affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 unless or the Issuer shall have delivered Company furnishes to the Depositary an a written opinion of from U.S. counsel for the Issuer, which counsel shall be satisfactory to Company stating that the Depositary, to offer and sale of the effect that Receipts evidencing the Global Depositary Shares representing such Shares are exempt from registration under the Securities Act is not requiredthat Act.

Appears in 1 contract

Samples: Deposit Agreement (O a O Tatneft)

Distribution of Additional Shares, Rights, etc. The Issuer Company agrees that in the event of 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 Issuer Company will promptly furnish to the Depositary a written opinion from U.S. counsel for the IssuerCompany, which counsel shall be reasonably satisfactory to the Depositary, stating whether or not the Distribution requires a Registration Statement under the Securities Act of 1933 to be in effect prior to making such Distribution available to Owners entitled thereto. If in the opinion of such counsel a Registration Statement is required, 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 Company agrees with the Depositary that neither the Issuer Company nor any company controlled by by, controlling or under common control with the Issuer Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Issuer Company or by any company under its controlsuch affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 unless or the Issuer shall have delivered to the Depositary an Company furnishes a written opinion of from U.S. counsel for the Issuer, which counsel shall be Company reasonably satisfactory to the Depositary, to Depositary at the effect Corporate Trust Office of the Depositary stating that the offer and sale of the Receipts evidencing the American Depositary Shares representing such Shares are exempt from registration under the Securities Act is not requiredAct.

Appears in 1 contract

Samples: Deposit Agreement (Altana Aktiengesellschaft)

Distribution of Additional Shares, Rights, etc. The Issuer Company agrees that in the event of 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 Issuer Company will promptly furnish to the Depositary a written opinion from U.S. counsel for the IssuerCompany, which counsel shall be reasonably satisfactory to the Depositary, stating whether or not the Distribution requires a Registration Statement under the Securities Act of 1933 to be in effect prior to making such Distribution available to Owners entitled thereto. If in the opinion of such counsel a Registration Statement is required, 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 Company agrees with the Depositary that neither the Issuer Company nor any company controlled by the Issuer Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Issuer Company or by any company under its controlsuch affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 unless or the Issuer shall have delivered Company furnishes to the Depositary an a written opinion of from U.S. counsel for the Issuer, which counsel shall be satisfactory to Company stating that the Depositary, to offer and sale of the effect that Receipts evidencing the American Depositary Shares representing such Share are exempt from registration under the Securities Act is not requiredAct.

Appears in 1 contract

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

Distribution of Additional Shares, Rights, etc. The Issuer Company agrees that in the event of any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exercisable for Shares, or (4) rights to subscribe for such securities, securities (each a "Distribution") ), the Issuer Company will promptly furnish to the Depositary a written opinion from U.S. counsel for the IssuerCompany, which counsel shall be satisfactory to the Depositary, stating whether or not the Distribution requires a Registration Statement under the Securities Act of 1933 to be in effect prior to making such Distribution available to Owners entitled thereto. If in the opinion of such counsel a Registration Statement is required, 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 Company agrees with the Depositary that neither the Issuer Company nor any company controlled by by, controlling or under common control with the Issuer Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Issuer Company or by any company under its controlsuch affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 unless or, in the Issuer shall have delivered to the Depositary an opinion of U.S. counsel for to the IssuerCompany, which counsel shall should be satisfactory to the Depositary, to the effect that registration under the Securities Act a Registration Statement is not required.

Appears in 1 contract

Samples: Deposit Agreement (Toyota Motor Corp/)

Distribution of Additional Shares, Rights, etc. The Issuer agrees that in the event of 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 Issuer will promptly furnish to the Depositary a written opinion from U.S. counsel for the Issuer, Issuer (which counsel shall be reasonably satisfactory to the Depositary, ) stating whether or not the Distribution requires a Registration Statement under the Securities Act of 1933 to be in effect prior to making such Distribution available to Owners entitled thereto. If in the opinion of such counsel a Registration Statement is required, such counsel shall furnish to the Depositary a written opinion as to whether or not there is a Registration Statement registration statement in effect which will cover such Distribution. The Issuer agrees with the Depositary that neither the Issuer nor any company controlled by by, controlling or under common control with the Issuer will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Issuer or by any company under its controlsuch affiliate, unless a Registration Statement registration statement is in effect as to such Shares under the Securities Act of 1933 unless the Issuer shall have delivered to or the Depositary an has received a written opinion of U.S. counsel for the Issuer, which counsel shall be Company or the depositor that is reasonably satisfactory to the Depositary, Depositary to the effect that that, upon deposit, the Shares could be freely resold by the holder in the United States without further registration under the Securities Act is not requiredAct.

Appears in 1 contract

Samples: Deposit Agreement (Citiraya Industries LTD/Fi)

Distribution of Additional Shares, Rights, etc. The Issuer Company agrees that in the event of any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into into, or exchangeable for, Shares, or (43) rights to subscribe for any such securities, securities (each a "Distribution") ), the Issuer Company will promptly furnish to the Depositary a written opinion from U.S. counsel for the IssuerCompany, which counsel shall be reasonably satisfactory to the Depositary, stating whether or not the Distribution requires a Registration Statement under the Securities Act of 1933 to be in effect prior to making such Distribution available to Owners entitled thereto. If in the opinion of such counsel a Registration Statement is required, 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 Company agrees with the Depositary that neither the Issuer Company nor any company controlled by by, controlling or under common control with the Issuer Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Issuer Company or by any company under its controlsuch affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 unless or the Issuer shall have delivered Company furnishes to the Depositary an a written opinion of from U.S. counsel for the IssuerCompany, which counsel shall be reasonably satisfactory to the Depositary, stating that upon such deposit, such Shares and the American Depositary Shares to be issued in respect of such deposit may be publicly offered and sold by the effect that holder thereof in the United States without further registration of such Shares under the Securities Act is not requiredof 1933.

Appears in 1 contract

Samples: Deposit Agreement (Van Der Moolen Holding Nv)

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