Common use of Issuance of American Depositary Receipts Clause in Contracts

Issuance of American Depositary Receipts. 1. As long as the Corporation maintains the listing of American Depositary Receipts (“ADRs”), which represent shares of common stock of the Corporation in the United States, on a stock exchange in the United States, the Qualified Person agrees to generally receive ADRs in lieu of the Shares. 2. The Transfer Restriction shall apply equally to ADRs issued in lieu of Shares for all purposes hereunder. In addition, the term “Shares” shall also be deemed to include “ADRs” for all purposes hereunder except with respect to Article 3 in this Agreement or unless the context otherwise requires in this Agreement. In respect of ADRs, any removal of such Transfer Restriction or any acquisition without any consideration to, or consent of, the Qualified Person of ADRs shall be conducted in accordance with the provisions concerning the Transfer Restriction and the acquisition without any consideration to, or consent of, the Qualified Person of the Shares under this Agreement, and in the same manner as those conducted in respect of the Shares. 3. If the Corporation determines to delist ADRs from a stock exchange in the United States, the Corporation may acquire, without any consideration to, or consent of, the Qualified Person, all of the ADRs in respect of which the Transfer Restriction has not been removed as of the date on which such determination is made, and deliver to the Qualified Person the Shares which are represented by ADRs acquired and on which the Transfer Restriction is imposed, and the Qualified Person shall not raise any objections to such handling.

Appears in 27 contracts

Samples: Allotment Agreement for Shares of Restricted Stock (Sony Group Corp), Allotment Agreement for Shares of Restricted Stock (Sony Group Corp), Allotment Agreement for Shares of Restricted Stock (Sony Group Corp)

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