Common use of Issuance of Additional Shares, ADSs etc Clause in Contracts

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event of (1) any issuance or distribution of additional Shares, (2) any issuance or distribution of rights to subscribe for Shares, (3) any issuance or distribution of securities convertible into Shares, (4) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of Deposited Securities, merger or consolidation in which Deposited Securities will become or be exchanged for securities of a person other than their issuer or transfer of assets of the issuer of such Deposited Securities in consideration of the issuance of securities of the recipient or any of its affiliates, (5) a distribution of securities other than Shares (each a “Transaction”), the Company will, if required in the reasonable judgment of the Depositary, promptly furnish to the Depositary a written opinion from U.S. counsel for the Company, which shall be reasonably satisfactory to the Depositary, stating whether or not the Transaction requires a registration statement under the Securities Act of 1933 to be in effect (i) for each of the Transactions referred to in (1), (2), (3) and (5) above, prior to making the securities to be distributed in such Transaction available to Beneficial Owners entitled thereto, and (ii) for any Transaction described in (4) above, prior to the solicitation of the vote on such Transaction described in (4) above. If in the opinion of such counsel a registration statement is required, such counsel shall furnish to the Depositary written evidence as to whether or not there is a registration statement in effect which will cover such Transaction. Nothing in this Section 20 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 Transaction or to endeavour to have any registration statement declared effective. The Company agrees with the Depositary that neither the Company nor any of its Affiliates 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 an exemption from such registration requirement is, in the view of the Company, available.

Issuance of Additional Shares, ADSs etc. The Company agrees will obtain U.S. legal advice and take all steps necessary to ensure that the proposed transaction (as listed under (i) through (ix) below) does not violate the registration provisions of the Securities Act, or any other applicable U.S. and Swedish laws (including, without limitation, the Investment Company Act of 1940, as amended, and the Exchange Act) in the event it or any of its subsidiaries proposes (1i) any issuance a public issuance, sale or distribution of additional Shares, (2ii) any issuance or distribution a public offering of rights to subscribe for SharesShares or other Deposited Securities, (3iii) any a public issuance or distribution assumption of securities convertible into or exchangeable for Shares, (4iv) a public issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (v) an elective dividend of cash or Shares, (vi) a redemption of Deposited Securities, (vii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of Deposited Securitiessecurities, merger or consolidation in which Deposited Securities will become or be exchanged for securities of a person other than their issuer or transfer of assets of the issuer of such Deposited Securities in consideration of the issuance of securities of the recipient or any of its affiliatesassets, (5viii) any assumption, reclassification, recapitalization, reorganization, merger or consolidation which affects the Deposited Securities, or (ix) a public distribution of equity or equity-linked securities other than Shares (each a “Transaction”)Shares. For the avoidance of doubt, nothing in the preceding sentence shall limit the ability of any subsidiary of the Company will, to issue any securities if required in the reasonable judgment of the Depositary, promptly furnish to the Depositary a written opinion from U.S. counsel for the Company, which shall Company will not be reasonably satisfactory to the Depositary, stating whether or not the Transaction requires a registration statement under the Securities Act of 1933 deemed to be the issuer or the seller or to conduct transactions that are not public in effect (i) for each of the Transactions referred to in (1), (2), (3) and (5) above, prior to making the securities to be distributed in such Transaction available to Beneficial Owners entitled thereto, and (ii) for any Transaction described in (4) above, prior to the solicitation of the vote on such Transaction described in (4) abovemarket. If in the opinion filing of such counsel a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (i) register such transaction to the extent necessary, (ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (iii) direct the Depositary to take specific measures, in each case as contemplated in the Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. In support of the foregoing, if the Company determines that the transaction is exempt from the registration requirements of the Securities Act, the Company will, to the extent that the Company is advised by external counsel shall on securities law issues in connection with such proposed transaction and provided that the Depositary has to take any action in connection with such proposed transaction, furnish to the Depositary (a) a written evidence as opinion of U.S. counsel (reasonably satisfactory to whether or not there the Depositary) stating that such transaction is a exempt from the registration statement in effect which will cover such Transaction. Nothing in this Section 20 or elsewhere in this Deposit Agreement shall create any obligation on the part requirements of the Company to file a registration statement with respect to a Transaction or to endeavour to Securities Act and (b) an opinion of Swedish counsel stating all requisite regulatory consents and approvals have any registration statement declared effectivebeen obtained in Sweden. The Company agrees with the Depositary that neither the Company nor and any of its Affiliates subsidiary will not at any time (i) deposit any SharesShares or other Deposited Securities, either originally issued upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliatesubsidiary, or (ii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities or distribute securities other than Shares, unless a such transaction and the securities issuable in such transaction do not violate the registration provisions of the Securities Act. Notwithstanding anything else contained in the Deposit Agreement, nothing in the Deposit Agreement shall be deemed to obligate the Company to file any registration statement is in effect as to such Shares under the Securities Act respect of 1933, or an exemption from such registration requirement is, in the view of the Company, availableany proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in --------------------------------------- the event it or any of its Affiliates proposes (1i) any issuance an issuance, sale or distribution of additional Shares, (2ii) any issuance or distribution an offering of rights to subscribe for SharesShares or other Deposited Securities, (3iii) any an issuance or distribution of securities convertible into or exchangeable for Shares, (4iv) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (v) an elective dividend of cash or Shares, (vi) a redemption of Deposited Securities, (vii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of Deposited Securitiessecurities, merger or consolidation in which Deposited Securities will become or be exchanged for securities of a person other than their issuer or transfer of assets, or (viii) any reclassification, recapitalization, reorganization, merger, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the issuer of such Deposited Securities in consideration proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the issuance Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the recipient or any states of its affiliates, (5) a distribution the United States). In support of securities other than Shares (each a “Transaction”)the foregoing, the Company will, if required in the reasonable judgment of the Depositary, promptly will furnish to the Depositary (a) a written opinion from of U.S. counsel for the Company, which shall be (reasonably satisfactory to the Depositary, ) stating whether or not the Transaction application of such transaction to Holders and Beneficial Owners (1) requires a registration statement under the Securities Act of 1933 to be in effect or (i2) for each is exempt from the registration requirements of the Transactions referred to in Securities Act and (b) an opinion of Dutch counsel stating that (1), ) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of The Netherlands and (2), (3) all requisite regulatory consents and (5) above, prior to making the securities to be distributed approvals have been obtained in such Transaction available to Beneficial Owners entitled thereto, and (ii) for any Transaction described in (4) above, prior to the solicitation of the vote on such Transaction described in (4) aboveThe Netherlands. If in the opinion filing of such counsel a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such counsel shall furnish registration statement has been declared effective. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (i) register such transaction to the extent necessary, (ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (iii) direct the Depositary written evidence to take specific measures, in each case as to whether or not there is a registration statement in effect which will cover such Transaction. Nothing in this Section 20 or elsewhere contemplated in this Deposit Agreement shall create any obligation on Agreement, to prevent such transaction from violating the part registration requirements of the Company to file a registration statement with respect to a Transaction or to endeavour to have any registration statement declared effectiveSecurities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (i) deposit any SharesShares or other Deposited Securities, either originally issued upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (ii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless a such transaction and the securities issuable in such transaction are exempt from registration statement is in effect as to such Shares under the Securities Act of 1933, or an exemption from have been registered under the Securities Act (and such registration requirement isstatement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the view Company to file any registration statement in respect of the Company, availableany proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (1i) any issuance an issuance, sale or distribution of additional Shares, (2ii) any issuance or distribution an offering of rights to subscribe for SharesShares or other Deposited Securities, (3iii) any an issuance or distribution assumption of securities convertible into or exchangeable for Shares, (4iv) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (v) an elective dividend of cash or Shares, (vi) a redemption of Deposited Securities, (vii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of Deposited Securitiessecurities, merger or consolidation in which Deposited Securities will become or be exchanged for securities of a person other than their issuer or transfer of assets, or (viii) any assumption, reclassification, recapitalization, reorganization (including any spin-off), merger, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps reasonably necessary to ensure that the proposed transaction does not violate the registration provisions of the issuer Securities Act, or any other applicable laws and regulations (including, without limitation, the Investment Company Act of such Deposited Securities in consideration 1940, as amended, the Exchange Act and the securities laws of the issuance of securities states of the recipient or U.S.). In support of the foregoing and to the extent any of its affiliates, (5) a distribution the foregoing affect the ADSs or the ADR Program existing under the terms of securities other than Shares (each a “Transaction”)the Deposit Agreement, the Company will, if required in upon the reasonable judgment request of the DepositaryDepositary and after consultation with the Company, promptly furnish to the Depositary (a) a written opinion from of U.S. counsel for the Company, which shall be (reasonably satisfactory to the Depositary, ) stating whether or not the Transaction such transaction (1) requires a registration statement under the Securities Act of 1933 to be in effect or (2) is exempt from the registration requirements of the Securities Act and (b) an opinion of Japanese counsel stating that (1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Japan and (2) all requisite regulatory consents and approvals have been obtained in Japan; provided that, for the avoidance of doubt, no such opinion shall be required where any such issuance, sale offering or distribution is to be made solely in connection with (A)(i) “Offshore Transactions” (as that term is defined in Rule 902(h) promulgated under the Securities Act) in the ordinary course of business by an Affiliate of the Company engaged in the, and as part of its, broker-dealer business, or (ii) any ordinary course of business transactions by an Affiliate of the Company that qualify for an exemption from registration under Section 4(4) of the Securities Act, or (B) an issuance of Shares pursuant to (i) for each a bonus or share split, (ii) compensation of the Transactions referred to Company’s directors, executives, officers or employees, or (iii) any Company employee benefit program, share purchase program or share option plan, so long as, in respect of any Shares so issued, sold, offered or distributed under (1), ii) or (2), (3) and (5iii) above, prior the Depositary receives, if requested, documentation reasonably satisfactory to making it that (x) a registration statement under the securities Securities Act, if applicable, is in effect, (y) the Commission has issued no stop orders in respect of any such registration statement and (z) all such Shares at the time of delivery to be distributed in such Transaction available to Beneficial Owners entitled theretothe relevant employee, director or officer are duly authorized, validly issued, fully paid, non assessable, free of any transfer or voting restrictions, and free of any preemptive rights, all requisite permissions, consents, approvals, authorizations and orders (iiif any) for any Transaction described have been obtained and all requisite filings (if any) have been made in (4) aboveJapan in respect of such Shares, prior to and the solicitation of Shares rank pari passu in all respects with the vote on Shares at such Transaction described in (4) abovetime deposited with the Custodian under this Deposit Agreement. If in the opinion filing of such counsel a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such counsel shall furnish registration statement has been declared or has otherwise become effective. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (i) register such transaction to the Depositary written evidence as to whether or not there is a registration statement in effect which will cover such Transaction. Nothing in this Section 20 or elsewhere in this Deposit Agreement shall create any obligation on extent necessary, (ii) alter the part terms of the Company transaction to file a avoid the registration statement with respect requirements of the Securities Act or (iii) direct the Depositary to a Transaction or take specific measures, in each case as contemplated in the Deposit Agreement, to endeavour to have any prevent such transaction from violating the registration statement declared effectiverequirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (i) deposit any SharesShares or other Deposited Securities, either originally issued upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (ii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless a such transaction and the securities issuable in such transaction do not violate the registration provisions of the Securities Act, or any other applicable laws and regulations (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act and the securities laws of the states of the U.S.). Notwithstanding anything else contained in the Deposit Agreement, nothing in the Deposit Agreement shall be deemed to obligate the Company to file any registration statement is in effect as to such Shares under the Securities Act respect of 1933, or an exemption from such registration requirement is, in the view of the Company, availableany proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event of (1) any issuance or distribution of additional Shares, Shares or of other securities (2including rights and convertible or exchangeable securities) any issuance or distribution of rights to subscribe for Shares, (3) any issuance or distribution of securities convertible into Shares, (4) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of Deposited Securities, merger or consolidation in which Deposited Securities will become or be exchanged for securities of a person other than their issuer or transfer of assets of that affect the issuer of such Deposited Securities in consideration of the issuance of securities of the recipient or any of its affiliates, (5) a distribution of securities other than Shares (each a “Transaction”), ADSs the Company will, if required in the reasonable judgment of the Depositary, will promptly furnish to the Depositary a written opinion from U.S. of counsel for the CompanyCompany in the United States, which counsel shall be reasonably satisfactory to the Depositary, stating whether or not the Transaction requires circumstances of such issuance are such as to make it necessary for a registration statement Registration Statement under the Securities Act of 1933 to be in effect (i) for each of the Transactions referred to in (1), (2), (3) and (5) above, prior to making the securities to be distributed in such Transaction dividend or distribution available to Beneficial Owners the Holders entitled thereto, and (ii) for any Transaction described in (4) above, prior to the solicitation of the vote on such Transaction described in (4) above. If in the opinion of such counsel a registration statement Registration Statement is required, such counsel shall furnish to the Depositary a written evidence opinion as to whether or not there is a registration statement Registration Statement in effect which will cover the issuance of such Transactionsecurities. Nothing The Company agrees that it shall obtain legal advice as to whether future issuances for cash of (i) additional Shares; (ii) rights to subscribe for Shares, (iii) securities convertible into or exchangeable for Shares, or (iv) rights to subscribe for securities convertible or exchangeable for Shares are such as to make it necessary for a Registration Statement under the Securities Act covering such securities to be in this Section 20 or elsewhere in this Deposit Agreement shall create any obligation on effect. If, being advised by counsel, the part Company determines that an issue of such securities is required to be registered under the Securities Act, the Company will register such issuance to the extent necessary, alter the terms of the Company issuance to file a avoid the registration statement requirements of the Securities Act or direct the Depositary to take specific measures with respect to a Transaction the acceptance for deposit of Shares or such other securities to endeavour to have any prevent such issuance from being made in violation of the registration statement declared effectiverequirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates company controlled 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 by the Company or by any such Affiliatecompany under its control, unless a registration statement Registration Statement is in effect as to such Shares under the Securities Act of 1933, or an exemption unless the Company shall have delivered to the Depositary a written opinion from such registration requirement is, in the view of United States counsel for the Company, availablewhich counsel and opinion shall be reasonably satisfactory to the Depositary, to the effect that registration is not required under the Securities Act in connection with the deposit of said Shares or the Depositary's issuance of ADRs in connection therewith. 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.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (1i) any issuance an issuance, sale or distribution of additional Shares, (2ii) any issuance or distribution an offering of rights to subscribe for SharesEligible Securities, (3iii) any an issuance or distribution of securities convertible into Sharesor exchangeable for Eligible Securities, (4iv) an issuance of rights to subscribe for securities convertible into or exchangeable for Eligible Securities, (v) an elective dividend of cash or Eligible Securities, (vi) a redemption of Deposited Securities, (vii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of Deposited Securitiessecurities, merger or consolidation in which Deposited Securities will become or be exchanged for securities of a person other than their issuer or transfer of assets, or (viii) any reclassification, recapitalization, reorganization, merger, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the issuer of such Deposited Securities in consideration proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the issuance Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the recipient or any states of its affiliates, (5) a distribution the United States). In support of securities other than Shares (each a “Transaction”)the foregoing, the Company will, if required in the reasonable judgment of the Depositary, promptly will furnish to the Depositary a written opinion legal opinion, in form and from U.S. counsel for the Company, which shall be counsels reasonably satisfactory acceptable to the Depositary, stating whether or not dealing with such issues requested by the Transaction requires Depositary. If, being advised by counsel, the Company determines that a registration statement transaction is required to be registered under the Securities Act of 1933 to be in effect Act, the Company will either (i) for each of register such transaction to the Transactions referred to in (1)extent necessary, (2), (3) and (5) above, prior to making the securities to be distributed in such Transaction available to Beneficial Owners entitled thereto, and (ii) for any Transaction described in (4) above, prior to alter the solicitation terms of the vote on such Transaction described in transaction to avoid the registration requirements of the Securities Act or (4iii) above. If in the opinion of such counsel a registration statement is required, such counsel shall furnish to direct the Depositary written evidence to take specific measures, in each case as to whether or not there is a registration statement in effect which will cover such Transaction. Nothing in this Section 20 or elsewhere contemplated in this Deposit Agreement shall create any obligation on Agreement, to prevent such transaction from violating the part registration requirements of the Company to file a registration statement with respect to a Transaction or to endeavour to have any registration statement declared effectiveSecurities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (i) deposit any SharesEligible Securities, either originally issued upon original issuance or upon a sale of Eligible Securities previously issued and reacquired by the Company or by any such Affiliate, or (ii) issue additional Eligible Securities, rights to subscribe for such Eligible Securities, securities convertible into or exchangeable for Eligible Securities or rights to subscribe for such securities, unless a such transaction and the securities issuable in such transaction are exempt from registration statement is in effect as to such Shares under the Securities Act of 1933and, if applicable, the Exchange Act or an exemption from have been registered under the Securities Act and, if applicable, the Exchange Act (and such registration requirement isstatement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the view Company to file any registration statement in respect of the Company, availableany proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (1i) any issuance an issuance, sale or distribution of additional Shares, (2ii) any issuance or distribution an offering of rights to subscribe for SharesShares or other Deposited Securities, (3iii) any an issuance or distribution assumption of securities convertible into or exchangeable for Shares, (4iv) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (v) an elective dividend of cash or Shares, (vi) a redemption of Deposited Securities, (vii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of Deposited Securitiessecurities, merger or consolidation in which Deposited Securities will become or be exchanged for securities of a person other than their issuer or transfer of assets of the issuer of such Deposited Securities in consideration of the issuance of securities of the recipient or any of its affiliatesassets, (5viii) any assumption, reclassification, recapitalization, reorganization, merger, consolidation or sale of assets which affects the Deposited Securities, or (ix) a distribution of securities other than Shares Shares, it will obtain U.S. legal advice and take all steps necessary to ensure that the proposed transaction does not violate the registration provisions of the Securities Act, or any other applicable laws (each a “Transaction”including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act and the securities laws of the states of the U.S.). In support of the foregoing, if requested by the Depositary, the Company will, if required in any of such transactions involves or relates to ADSs, Holders or Beneficial Owners, or otherwise requires the reasonable judgment of the DepositaryDepositary to take any action with respect thereto, promptly furnish to the Depositary (a) a written opinion from of U.S. counsel for the Company, which shall be (reasonably satisfactory to the Depositary, ) stating whether or not the Transaction such transaction (1) requires a registration statement under the Securities Act of 1933 to be in effect or (i2) for each is exempt from the registration requirements of the Transactions referred to in (1), (2), (3) and (5) above, prior to making the securities to be distributed in such Transaction available to Beneficial Owners entitled thereto, and (ii) for any Transaction described in (4) above, prior to the solicitation of the vote on such Transaction described in (4) aboveSecurities Act. If in the opinion filing of such counsel a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such counsel shall furnish registration statement has been declared effective. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (i) register such transaction to the Depositary written evidence as to whether or not there is a registration statement in effect which will cover such Transaction. Nothing in this Section 20 or elsewhere in this Deposit Agreement shall create any obligation on extent necessary, (ii) alter the part terms of the Company transaction to file a avoid the registration statement with respect requirements of the Securities Act or (iii) direct the Depositary to a Transaction or take specific measures, in each case as contemplated in the Deposit Agreement, to endeavour to have any prevent such transaction from violating the registration statement declared effectiverequirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (i) deposit any SharesShares or other Deposited Securities, either originally issued upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (ii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities or distribute securities other than Shares, unless a such transaction and the securities issuable in such transaction do not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act and the securities laws of the states of the U.S.). Notwithstanding anything else contained in the Deposit Agreement, nothing in the Deposit Agreement shall be deemed to obligate the Company to file any registration statement is in effect as to such Shares under the Securities Act respect of 1933, or an exemption from such registration requirement is, in the view of the Company, availableany proposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (1i) any issuance an issuance, sale or distribution of additional Shares, (2ii) any issuance or distribution an offering of rights to subscribe for SharesShares or other Deposited Securities, (3iii) any an issuance or distribution assumption of securities convertible into or exchangeable for Shares, (4iv) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (v) an elective dividend of cash or Shares, (vi) a redemption of Deposited Securities, (vii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of Deposited Securitiessecurities, merger or consolidation in which Deposited Securities will become or be exchanged for securities of a person other than their issuer or transfer of assets, or (viii) any assumption, reclassification, recapitalization, reorganization (including any spin-off), merger, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps reasonably necessary to ensure that the proposed transaction does not violate the registration provisions of the issuer Securities Act, or any other applicable laws and regulations (including, without limitation, the Investment Company Act of such Deposited Securities in consideration 1940, as amended, the Exchange Act and the securities laws of the issuance of securities states of the recipient or U.S.). In support of the foregoing and to the extent any of its affiliates, (5) a distribution the foregoing affect the ADSs or the ADR Program existing under the terms of securities other than Shares (each a “Transaction”)the Deposit Agreement, the Company will, if required in upon the reasonable judgment request of the DepositaryDepositary and after consultation with the Company, promptly furnish to the Depositary (a) a written opinion from of U.S. counsel for the Company, which shall be (reasonably satisfactory to the Depositary, ) stating whether or not the Transaction such transaction (1) requires a registration statement under the Securities Act of 1933 to be in effect or (2) is exempt from the registration requirements of the Securities Act and (b) an opinion of Japanese counsel stating that (1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Japan and (2) all requisite regulatory consents and approvals have been obtained in Japan; provided that, for the avoidance of doubt, no such opinion shall be required where any such issuance, sale offering or distribution is to be made solely in connection with (A)(i) “Offshore Transactions” (as that term is defined in Rule 902(h) promulgated under the Securities Act) in the ordinary course of business by an Affiliate of the Company engaged in the, and as part of its, broker-dealer business, or (ii) any ordinary course of business transactions by an Affiliate of the Company that qualify for an exemption from registration under Section 4(4) of the Securities Act, or (B) an issuance of Shares pursuant to (i) for each a bonus or share split, (ii) compensation of the Transactions referred to Company’s directors, executives, officers or employees, or (iii) any Company employee benefit program, share purchase program or share option plan, so long as, in respect of any Shares so issued, sold, offered or distributed under (1), ii) or (2), (3) and (5iii) above, prior the Depositary receives, if requested, documentation reasonably satisfactory to making it that (x) a registration statement under the securities Securities Act, if applicable, is in effect, (y) the Commission has issued no stop orders in respect of any such registration statement and (z) all such Shares at the time of delivery to be distributed in such Transaction available to Beneficial Owners entitled theretothe relevant employee, director or officer are duly authorized, validly issued, fully paid, non-assessable, free of any transfer or voting restrictions, and free of any preemptive rights, all requisite permissions, consents, approvals, authorizations and orders (iiif any) for any Transaction described have been obtained and all requisite filings (if any) have been made in (4) aboveJapan in respect of such Shares, prior to and the solicitation of Shares rank pari passu in all respects with the vote on Shares at such Transaction described in (4) abovetime deposited with the Custodian under this Deposit Agreement. If in the opinion filing of such counsel a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such counsel shall furnish registration statement has been declared or has otherwise become effective. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (i) register such transaction to the Depositary written evidence as to whether or not there is a registration statement in effect which will cover such Transaction. Nothing in this Section 20 or elsewhere in this Deposit Agreement shall create any obligation on extent necessary, (ii) alter the part terms of the Company transaction to file a avoid the registration statement with respect requirements of the Securities Act or (iii) direct the Depositary to a Transaction or take specific measures, in each case as contemplated in the Deposit Agreement, to endeavour to have any prevent such transaction from violating the registration statement declared effectiverequirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (i) deposit any SharesShares or other Deposited Securities, either originally issued upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (ii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless a such transaction and the securities issuable in such transaction do not violate the registration provisions of the Securities Act, or any other applicable laws and regulations (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act and the securities laws of the states of the U.S.). Notwithstanding anything else contained in the Deposit Agreement, nothing in the Deposit Agreement shall be deemed to obligate the Company to file any registration statement is in effect as to such Shares under the Securities Act respect of 1933, or an exemption from such registration requirement is, in the view of the Company, availableany proposed transaction.