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

Distribution of Additional Shares, Rights, etc. The 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 (each a "Distribution"), the Company will promptly furnish to the Depositary a written opinion from recognized counsel in the United States to the Company 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 Holders entitled thereto. If in the opinion of such counsel a registration statement under the Securities Act of 1933 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 Company agrees with the Depositary that neither the Company nor any of its affiliates (as such term is defined in Rule 144 under the Securities Act of 1933) will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless such Shares or proposed transactions are exempt from registration under the Securities Act of 1933 or unless a registration statement is in effect as to such Shares under the Securities Act of 1933. Notwithstanding anything else contained 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.

Distribution of Additional Shares, Rights, etc. The 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 (each a "Distribution"), the Company will promptly furnish to the Depositary a written opinion from recognized U.S. counsel in for the United States Company, which counsel shall be reasonably satisfactory to the Company 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 Holders Owners entitled thereto. If in the opinion of such counsel a registration statement under the Securities Act of 1933 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 Company will have no obligation hereunder to register such Shares or rights under the Securities Act of 1933. The Company agrees with the Depositary that neither the Company nor any of its affiliates (as such term is defined in Rule 144 company controlled by, controlling or under common control with the Securities Act of 1933) Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless such Shares or proposed transactions are exempt from registration under the Securities Act of 1933 or unless a registration statement Registration Statement is in effect as to such Shares under the Securities Act of 1933. Notwithstanding anything else contained 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.

Distribution of Additional Shares, Rights, etc. The 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 (each a "Distribution"), the Company will promptly furnish to the Depositary Depositary, unless waived by the Depositary, a written opinion from recognized U.S. counsel in for the United States Company, which counsel shall be reasonably satisfactory to the Company 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 Holders Owners entitled thereto. If in the opinion of such counsel a registration statement under the Securities Act of 1933 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 that will cover such Distribution. The Company agrees with the Depositary that neither the Company nor any of its affiliates (as such term is defined in Rule 144 company controlled by, controlling or under common control with the Securities Act of 1933) Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless such Shares or proposed transactions are exempt from registration under the Securities Act of 1933 or unless a registration statement Registration Statement is in effect as to such Shares under the Securities Act of 1933. Notwithstanding anything else contained 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.

Distribution of Additional Shares, Rights, etc. The 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 (each a "“Distribution"”), the Company will promptly furnish to the Depositary a written opinion from recognized U.S. counsel in for the United States Company, which counsel shall be reasonably satisfactory to the Company 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 Holders Owners entitled thereto. If in the opinion of such counsel a registration statement under the Securities Act of 1933 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 Company agrees with the Depositary that neither the Company nor any of its affiliates (as such term is defined in Rule 144 under company controlled by the Securities Act of 1933) Company will at any time deposit 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 Company or any such affiliate, unless such Shares or proposed transactions are exempt from registration under the Securities Act of 1933 or unless a registration statement Registration Statement is in effect as to such Shares under the Securities Act of 1933. Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate 1933 or the Company furnishes to file any the Depositary a written opinion from U.S. counsel for the Company stating that the offer and sale of the Receipts evidencing the American Depositary Shares representing such Shares are exempt from registration statement in respect of any proposed transactionunder that Act.

Distribution of Additional Shares, Rights, etc. The 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 (each a "Distribution"), ) the Company will shall provide reasonable advance notice of such event to the Depositary and shall promptly furnish to the Depositary upon reasonable written request by the Depositary a written opinion from recognized U.S. counsel in for the United States Company, which counsel shall be reasonably satisfactory to the Company 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 Holders Owners entitled thereto. If in the opinion of such counsel a registration statement under the Securities Act of 1933 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 Company agrees with the Depositary that neither the Company nor any of its affiliates (as such term is defined in Rule 144 company controlled by, controlling or under common control with the Securities Act of 1933) Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless such Shares or proposed transactions are exempt from registration under the Securities Act of 1933 or unless (a) a registration statement Registration Statement is in effect as to such Shares under the Securities Act of 1933. Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate 1933 or (b) the Company has delivered to file any the Depositary a written opinion of U.S. counsel to the effect that registration statement under the Securities Act of 1933 would not be required if such Shares were sold in respect of any proposed transactionthe United States.

Distribution of Additional Shares, Rights, etc. The 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 (each a "“Distribution"”), the Company will promptly furnish to the Depositary a written opinion opinion, at the Company’s expense, from recognized U.S. counsel in for the United States Company, which counsel shall be reasonably satisfactory to the Company 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 Holders Owners entitled thereto. If in the opinion of such counsel a registration statement under the Securities Act of 1933 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 that will cover such Distribution. The Company agrees with the Depositary that neither the Company nor any of its affiliates (as such term is defined in Rule 144 company controlled by, controlling or under common control with the Securities Act of 1933) Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless such Shares or proposed transactions are exempt from registration under the Securities Act of 1933 or unless a registration statement Registration Statement is in effect as to such Shares under the Securities Act of 1933. Notwithstanding anything else contained 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.

Distribution of Additional Shares, Rights, etc. The 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 exchangeable for Shares, or (4) rights to subscribe for such securities securities, in each case in which Owners in the United States are entitled to participate, (each a "Distribution"), the Company will promptly notify the Depositary, and upon the Depositary's reasonable request, furnish to the Depositary a written opinion from recognized U.S. counsel in for the United States Company, which counsel shall be reasonably satisfactory to the Company 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 Holders Owners entitled thereto. If in the opinion of such counsel a registration statement under the Securities Act of 1933 Registration Statement is required, such counsel or the Company shall furnish to the Depositary a written opinion satisfactory assurances as to whether or not there is a registration statement Registration Statement in effect which will cover such Distribution. The Company agrees with the Depositary that neither the Company nor any of its affiliates (as such term is defined in Rule 144 under company controlled by the Securities Act of 1933) Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless such Shares or proposed transactions are exempt from registration under the Securities Act of 1933 or unless a registration statement Registration Statement is in effect as to such Shares under the Securities Act of 1933. Notwithstanding anything else contained 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.

Distribution of Additional Shares, Rights, etc. The Company agrees that in the event of any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, Shares (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a "“Distribution"”), the Company will promptly furnish to the Depositary a written opinion from recognized U.S. counsel in for the United States Company, which counsel shall be satisfactory to the Company Depositary, stating whether or not the Distribution requires a Registration Statement under the Securities Act of 1933 with respect to such Distribution is required to be in effect prior to making such Distribution available to Holders Owners entitled thereto. If in the opinion of such counsel a registration statement under the Securities Act of 1933 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 with respect to such Distribution. In the event that such 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. The Company agrees with the Depositary that neither the Company nor any of its affiliates (as such term is defined in Rule 144 company controlled by, controlling or under common control with, the Securities Act of 1933) Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless such Shares or proposed transactions are exempt from registration under the Securities Act of 1933 or unless a registration statement Registration Statement is in effect as with respect to such Shares under the Securities Act of 1933. Notwithstanding anything else contained 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 transactionAct.

Distribution of Additional Shares, Rights, etc. The 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 (each a "Distribution"), the Company will promptly furnish to the Depositary a written opinion from recognized U.S. counsel in for the United States Company, which counsel shall be reasonably satisfactory to the Company 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 Holders Owners entitled thereto. If in the opinion of such counsel a registration statement under the Securities Act of 1933 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 Company agrees with the Depositary that neither the Company nor any of its affiliates (as such term is defined in Rule 144 under company controlled by the Securities Act of 1933) Company will at any time deposit 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 Company or any such affiliate, unless such Shares or proposed transactions are exempt from registration under the Securities Act of 1933 or unless a registration statement Registration Statement is in effect as to such Shares under the Securities Act of 1933. Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate 1933 or the Company furnishes to file any the Depositary a written opinion from U.S. counsel for the Company stating that the offer and sale of the Receipts evidencing the American Depositary Shares representing such Shares are exempt from registration statement in respect of any proposed transactionunder that Act.

Distribution of Additional Shares, Rights, etc. The 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 (each a "Distribution"), the Company will promptly furnish to the Depositary a written opinion from recognized U.S. counsel for the Company, which may be Baker & McKenzie, including ixx Xxndox xxxxxx (as long as partners admitted to practice in the United States are resident there), which counsel shall be satisfactory to the Company 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 Holders Owners entitled thereto. If in the opinion of such counsel a registration statement under the Securities Act of 1933 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 Company agrees with the Depositary that neither the Company nor any of its affiliates (as such term is defined in Rule 144 company controlled by, controlling or under common control with the Securities Act of 1933) Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless such Shares or proposed transactions are exempt from registration under the Securities Act of 1933 or unless a registration statement Registration Statement is in effect as to such Shares under the Securities Act of 1933. Notwithstanding anything else contained 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.

Distribution of Additional Shares, Rights, etc. The Company agrees that in the event of any issuance or distribution of (1) additional Shares (including New 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 will promptly furnish to the Depositary a written opinion from recognized U.S. counsel in for the United States Company, which counsel shall be reasonably satisfactory to the Company 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 Holders Owners entitled thereto. If in the opinion of such counsel a registration statement under the Securities Act of 1933 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 Company agrees with the Depositary that neither the Company nor any of its affiliates (as such term is defined in Rule 144 under company controlled by the Securities Act of 1933) 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 or New Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless such Shares or proposed transactions are exempt from registration under the Securities Act of 1933 or Affiliate unless a registration statement Registration Statement is in effect as to such Shares under the Securities Act of 1933. Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate 1933 or the Company furnishes to file any the Depositary a written opinion from U.S. counsel for the Company stating that the offer and sale of the Receipts evidencing the American Depositary Shares representing such Shares are exempt from registration statement in respect of any proposed transactionunder that Act.

Distribution of Additional Shares, Rights, etc. The 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 (each a "Distribution"), the Company will promptly furnish to the Depositary a written opinion from recognized U.S. counsel for the Company, which may be Baker & McKenzie, including xxx Lonxxx xxxice (as long as partners admitted to practice in the United States are resident there), which counsel shall be satisfactory to the Company 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 Holders Owners entitled thereto. If in the opinion of such counsel a registration statement under the Securities Act of 1933 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 Company agrees with the Depositary that neither the Company nor any of its affiliates (as such term is defined in Rule 144 company controlled by, controlling or under common control with the Securities Act of 1933) Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless such Shares or proposed transactions are exempt from registration under the Securities Act of 1933 or unless a registration statement Registration Statement is in effect as to such Shares under the Securities Act of 1933. Notwithstanding anything else contained 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.

Distribution of Additional Shares, Rights, etc. The 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 Company will promptly furnish to the Depositary Depositary, unless waived by the Depositary, a written opinion from recognized U.S. counsel in for the United States Company, which counsel shall be satisfactory to the Company 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 Holders Owners entitled thereto. If in the opinion of such counsel a registration statement under the Securities Act of 1933 Registration Statement is required, such counsel shall furnish to the Depositary a written opinion as to whether or not not, to the best of its knowledge after due inquiry, there is a registration statement Registration Statement in effect which will cover such Distribution. The Company agrees with the Depositary that neither the Company nor any of its affiliates (as such term is defined in Rule 144 company controlled by, controlling or under common control with the Securities Act of 1933) Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless such Shares or proposed transactions are exempt from registration under the Securities Act of 1933 or unless a registration statement is in effect as to such Shares under the Securities Act of 1933. Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate 1933 or the Company to file any offer or sale of such Shares is exempt from registration statement in respect under the provisions of any proposed transactionthe Securities Act or the transaction is exempt under such Act.

Distribution of Additional Shares, Rights, etc. The Company agrees that in the event of any issuance or distribution in the United States of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities to shareholders of the Company, including the Owners (each a "Distribution"), the Company will will, upon the reasonable request of the Depositary, promptly furnish to the Depositary a written opinion from recognized U.S. counsel in for the United States Company, which counsel shall be reasonably satisfactory to the Company 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 Holders Owners entitled thereto. If in the opinion of such counsel a registration statement under the Securities Act of 1933 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 Company agrees with the Depositary that neither the Company nor any of its affiliates (as such term is defined in Rule 144 company controlled by, controlling or under common control with the Securities Act of 1933) Company will at any time deposit any Shares, either originally issued or previously pre­viously issued and reacquired by the Company or any such affiliate, unless such Shares or proposed transactions are exempt from registration under the Securities Act of 1933 or unless a registration statement Registration Statement is in effect as to such Shares under the Securities Act of 1933. Notwithstanding anything else contained 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.

Distribution of Additional Shares, Rights, etc. The 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 Company will promptly furnish to the Depositary a written opinion from recognized U.S. counsel in for the United States Company, which counsel shall be satisfactory to the Company 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 Holders Owners entitled thereto. If in the opinion of such counsel a registration statement under the Securities Act of 1933 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. Nothing in this Deposit Agreement shall create, or shall be construed to create, any obligation on the part of the Company to file such a 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 of its affiliates (as such term is defined in Rule 144 company controlled by, controlling or under common control with the Securities Act of 1933) Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless such Shares or proposed transactions are exempt from registration under the Securities Act of 1933 or unless a registration statement Registration Statement is in effect as to such Shares under the Securities Act of 1933. Notwithstanding anything else contained 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.

Distribution of Additional Shares, Rights, etc. The 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 (each a "Distribution"), the Company will will, if requested by the Depositary in writing in advance, promptly furnish to the Depositary a written opinion from recognized U.S. counsel in for the United States Company, which counsel shall be reasonably satisfactory to the Company Depositary, stating whether or not the Distribution requires a Registration Statement Statementregistration statement under the Securities Act of 1933 to be in effect prior to making such Distribution available to Holders Owners entitled thereto. If in the opinion of such counsel a registration Registration Statementregistration statement under the Securities Act of 1933 is required, such counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration Registration Statementregistration statement in effect which will cover such Distribution. The Company agrees with the Depositary that neither the Company nor any of its affiliates (as such term is defined in Rule 144 company controlled by, controlling or under common control with the Securities Act of 1933) Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless such Shares or proposed transactions are exempt from registration under the Securities Act of 1933 or unless a registration statement Registration Statement is in effect as to such Shares under the Securities Act of 1933. Notwithstanding anything else contained 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.

Distribution of Additional Shares, Rights, etc. The Company agrees that in the event of any issuance to holders of Shares generally 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 will promptly furnish to the Depositary upon the request of the Depositary a written opinion from recognized U.S. counsel in for the United States Company, which counsel shall be satisfactory to the Company 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 Holders entitled thereto. If in the opinion of such counsel a registration statement under the Securities Act of 1933 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 Company agrees with the Depositary that neither the Company nor any of its affiliates (as such term is defined in Rule 144 company controlled by, controlling or under common control with the Securities Act of 1933) Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless such Shares or proposed transactions are exempt from registration under the Securities Act of 1933 or unless a registration statement Registration Statement is in effect as to such Shares under the Securities Act of 1933. Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate The Depositary will comply with written instructions of the Company not to file accept for deposit hereunder any registration statement Shares identified in respect such instructions in order to facilitate the Company's compliance with the securities laws of any proposed transactionthe United States.

Distribution of Additional Shares, Rights, etc. The 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 (each a "Distribution"), the Company will will, if requested by the Depositary in writing in advance, promptly furnish to the Depositary a written opinion from recognized U.S. counsel in for the United States Company, which counsel shall be reasonably satisfactory to the Company 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 Holders Owners entitled thereto. If in the opinion of such counsel a registration statement under the Securities Act of 1933 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 Company agrees with the Depositary that neither the Company nor any of its affiliates (as such term is defined in Rule 144 company controlled by, controlling or under common control with the Securities Act of 1933) Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless such Shares or proposed transactions are exempt from registration under the Securities Act of 1933 or unless a registration statement Registration Statement is in effect as to such Shares under the Securities Act of 1933. Notwithstanding anything else contained 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.

Distribution of Additional Shares, Rights, etc. The 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 (each a "Distribution"), the Company will promptly furnish to the Depositary Depositary, unless waived by the Depositary, a written opinion from recognized U.S. counsel in for the United States Company, which counsel shall be reasonably satisfactory to the Company 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 Holders Owners entitled thereto. If in the opinion of such counsel a registration statement under the Securities Act of 1933 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 Company agrees with the Depositary that neither the Company nor any of its affiliates (as such term is defined in Rule 144 company controlled by, controlling or under common control with the Securities Act of 1933) Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless such Shares or proposed transactions are exempt from registration under the Securities Act of 1933 or unless a registration statement Registration Statement is in effect as to such Shares under the Securities Act of 1933. Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any 1933 or registration statement in respect of any proposed transactionis not required thereunder.

Distribution of Additional Shares, Rights, etc. The 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 Company will promptly furnish to the Depositary a written opinion from recognized U.S. counsel in for the United States Company, which counsel shall be reasonably satisfactory to the Company 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 Holders Owners entitled thereto. If in the opinion of such counsel a registration statement under the Securities Act of 1933 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 Company agrees with the Depositary that neither the Company nor any of its affiliates (as company controlled by, controlling or under common control with the Company shall issue additional Shares, securities convertible into or exchangeable for Shares or rights to subscribe for any such term is defined in Rule 144 under the Securities Act of 1933) will securities or at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless such Shares or proposed transactions are exempt from registration under the Securities Act of 1933 or unless a registration statement Registration Statement is in effect as to such Shares under the Securities Act of 1933. Notwithstanding anything else contained 1933 or unless the offering and sale of such Shares in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any United States is exempt from registration statement in respect under the provisions of any proposed transactionsuch Act.