Issuance, Transfer, Sale and Exercise of ADS Rights. a. On or prior to March 20, 2009, (i) Xxxxxx & Xxxxxxx LLP, U.S. counsel for the Company, will deliver to the Agent two (2) original copies of its legal opinion addressed to the Agent (substantially in form of Exhibit F attached hereto); and (ii) Xxxxx & Xxxxxxxx LLP, Singapore counsel to the Company, will deliver to the Agent two (2) original copies of its legal opinion addressed to the Agent (substantially in form of Exhibit G attached hereto). (i) As soon as possible following the Record Date (after receipt of the items listed in Section 13(a)), the Agent will send under its blanket surety bond: (x) by first class mail, to each holder of ADSs having an address of record within the United States (each a “Domestic Holder”) on the Record Date: (A) an ADS Rights Certificate evidencing the ADS Rights to which such holder is entitled pursuant to the ADS Offer, as well as an Instructions Booklet (as hereinafter defined) relating to, inter alia, the exercise and transfer of the ADS Rights Certificate; and (B) a copy of the Prospectus, and (y) by air mail (without registration or insurance) to each holder of ADSs having addresses in Singapore, of record (each an “Overseas Holder”) on the Record Date, the documents described in clause (x) above, unless otherwise directed in writing to the Agent by the Company. (ii) As soon as possible following the Record Date (after the Agent’s receipt of the items listed in Section 13(a)), the Agent will (x) distribute to DTC participants who hold ADSs as of the Record Date sufficient copies (in the amounts requested by such DTC participants) of the following: (A) the Prospectus; (B) such broker letter substantially in the form set forth in Exhibit C attached hereto (the “Broker Letter”); (C) such client letter substantially in the form set forth in Exhibit D attached hereto (the “Client Letter”); and (D) such instructions booklet substantially in the form set forth in Exhibit E attached hereto (the “Instructions Booklet”), and (y) distribute to DTC, for credit to DTC participants as of the Record Date, the requisite number of ADS Rights 27 ADS Rights for every 10 ADSs held as of the Record Date). c. In the event that any ADS Rights Certificate is returned to the Agent for any reason and proper delivery thereof cannot be effected on or prior to April 3, 2009, the ADS Rights represented by such ADS Rights Certificate will be void and will have no further value. The Agent will furnish to the Company such information as the Company may request with respect to any ADS Rights Certificate that cannot be delivered. The Agent shall cause the ADS Rights evidenced by ADS Rights Certificates not mailed to registered holders in accordance with Section 7(b) hereof, to be sold and the aggregate net proceeds of the sale of all such ADS Rights (after subtraction of applicable fees of up to US$0.02 per ADS Right sold, expenses and applicable taxes) to be distributed to such ineligible holders of ADSs in amounts equal to their pro rata share by means of a check mailed to the last known address of each such holder. d. The Agent will effect transfers and assignments of ADS Rights Certificates (or portions thereof) as directed by the holders thereof, and will send to each transferee or assignee of ADS Rights Certificates (or portions thereof), by first class mail to a Domestic Holder, and by airmail to an Overseas Holder (without registration or insurance), upon cancellation of such ADS Rights Certificates, a newly issued ADS Rights Certificate together with the other documents described in clause (b)(i) above. e. The Company authorizes the Agent to waive proof of authority to sign (including the right to waive signatures of co-fiduciaries and proof of appointment or authority of any fiduciary or other person acting in a representative capacity) in connection with the transfer or assignment of ADS Rights Certificates (or portions thereof) evidencing ADS Rights; provided, however, that the signature to the relevant instrument of transfer or assignment is guaranteed by an eligible guarantor institution which is a member of a Medallion Signature Guarantee Program. f. In the event that, prior to the Expiration Date, any person notifies the Agent that the ADS Rights Certificate to which such person is entitled has not been delivered, or has been lost, stolen or destroyed, the Agent will arrange for the issuance of a new ADS Rights Certificate and the delivery of the other documents described in clause (b)(i) above to any person from whom it has received, prior to the Expiration Date, a duly executed letter or other communication satisfactory to the Agent indicating the name and address of the registered holder of the lost ADS Rights Certificate, the number of such ADS Rights Certificate, and the number of ADS Rights evidenced thereby, or has otherwise satisfied the Agent as to such failure of delivery, or lost, stolen or destroyed ADS Rights Certificate in accordance with procedures which are standard to the industry; provided, however, that such issuance may be delayed by the Agent, in its discretion, pending receipt of an indemnity from such person satisfactory to the Company and the Agent and confirmation that such lost, stolen or destroyed ADS Rights Certificate has not been exercised or transfered. Upon issuance of such new ADS Rights Certificate, the Agent shall cancel all such ADS Rights Certificates which are claimed not delivered or were lost, stolen or destroyed and shall record such cancellation in the register of ADS Rights to be maintained by the Agent. g. A holder of ADS Rights may place an order with the Agent through DTC to sell all or a portion of such holder’s ADS Rights and, in such event, shall deliver its ADS Rights Certificate(s) to the Agent. The Agent must receive such holder’s ADS Rights Certificate(s) prior to 5:00 p.m. (New York City time) on March 27, 2009. In connection with any sale of ADS Rights, the Agent may charge a fee of up to US$0.02 per ADS Right sold. At least once weekly, the Agent will aggregate the Primary ADS Rights delivered to it with instructions to sell and will arrange for their sale on NASDAQ through a broker appointed by the Agent for such purpose. The Agent will not be liable to any holder for its failure to obtain the best market price for any ADS Rights it sells at the request of a holder. Each seller of ADS Rights through the Agent will receive the net sale price for the ADS Rights sold, calculated on the basis of the weighted average of all sales of ADS Rights by the Agent during the ADS Rights trading period net of expenses, commissions and fees incurred in connection with such sales. h. A holder of ADS Rights may request the exchange of ADS Rights for Primary Share Rights. The Agent may issue Primary ADS Rights in exchange for Primary Share Rights upon the due deposit of Primary Share Rights. In connection with (i) the exchange of Primary Share Rights for Primary ADS Rights, the Agent will accept Primary Share Rights deposited with its Custodian (as defined below) and will cause to be prepared and issued in accordance with Section 6 and 7 hereof (as soon as reasonably practicable but no later than three business days after the deposit of the Primary Share Rights with the Custodian), ADS Rights Certificates evidencing the Primary ADS Rights representing the Primary Share Rights being deposited, in accordance with the instructions of, and for the benefit of, the depositing holder, and (ii) the exchange of ADS Rights for Primary Share Rights, the Agent will accept ADS Rights deposited with it and will cause such ADS Rights to be cancelled against the issuance of the underlying Primary Share Rights (as soon as reasonably practicable but no later than three business days after the deposit of the ADS Rights with it) in accordance with the instructions of, and for the benefit of, the depositing holder. Upon exchange of an ADS Right into a Primary Share Right, the corresponding Excess ADS Right will be void and without value. In connection with any issuance or cancellation of ADS Rights, the Depositary may, in its own discretion, charge a fee of up to US$0.02 per ADS Right issued or cancelled. i. If the Agent does not receive instructions to exercise, sell or exchange any ADS Rights prior to 5:00 p.m. (New York City time) on April 3, 2009, those ADS Rights will be void and will have no further value. j. The Company hereby instructs the Agent, and the Agent hereby agrees, to treat, for purposes of U.S. tax reporting, the distribution of ADS Rights to holders of ADSs as a “non-taxable stock dividend” under United States federal income tax law. k. The Company and the Agent agree that no fee shall be assessed to holders in connection with the initial distribution of ADS Rights to registered holders of ADSs as of the Record Date. Notwithstanding anything contained herein to the contrary, the Company and the Agent agree that the Agent shall be authorized to charge holders of ADS Rights a fee of up to US$0.05 per New ADS issued pursuant to the exercise of such holder’s ADS Rights, as set forth on Exhibit B attached hereto and such other fees set forth on Exhibit B attached hereto.
Appears in 1 contract
Samples: Rights Agency Agreement (Chartered Semiconductor Manufacturing LTD)
Issuance, Transfer, Sale and Exercise of ADS Rights. a. On or prior to March 20August 7, 2009, (i) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxx Xxxxxxxx LLP, U.S. counsel for the Company, will deliver to the Agent two (2) original copies of its legal opinion addressed to the Agent (substantially in form of Exhibit F attached hereto); and (ii) Xxxxx Shin & Xxxxxxxx LLPXxx, Singapore Korean counsel to the Company, will deliver to the Agent two (2) original copies of its legal opinion addressed to the Agent (substantially in form of Exhibit G attached hereto).
(i) As soon as possible following the Record Date On August 7, 2009 (after receipt of the items listed in Section 13(a)), the Agent will send under its blanket surety bond: (x) by first class mail, to each holder of ADSs having an address of record within the United States (each a “Domestic Holder”) on the Record Date: (A) an ADS Rights Certificate evidencing the ADS Rights to which such holder is entitled pursuant to the ADS Offer, as well as an Instructions Booklet (as hereinafter defined) relating to, inter alia, the exercise and transfer of the ADS Rights Certificate; and (B) a copy of the Prospectus, and (y) by air mail (without registration or insurance) to each holder of ADSs having addresses in Singaporeoutside the United States, of record (each an “Overseas Holder”) on the Record Date, the documents described in clause (x) above, unless otherwise directed in writing to the Agent by the Company.
(ii) As soon as possible following the Record Date On August 7, 2009 (after the Agent’s receipt of the items listed in Section 13(a)), the Agent will (x) distribute to DTC participants who hold held ADSs as of the Record Date sufficient copies (in the amounts requested by such DTC participants) of the following: (A) the Prospectus; (B) such broker letter substantially in the form set forth in Exhibit C attached hereto (the “Broker Letter”); (C) such client letter substantially in the form set forth in Exhibit D attached hereto (the “Client Letter”); and (D) such instructions booklet substantially in the form set forth in Exhibit E attached hereto (the “Instructions Booklet”), and (y) distribute to DTC, for credit to DTC participants as of the Record Date, the requisite number of ADS Rights 27 (0.0776839 ADS Rights Right for every 10 ADSs ADS held as of the Record Date).
c. In the event that any ADS Rights Certificate is returned to the Agent for any reason and proper delivery thereof cannot be effected on or prior to April 3, 2009the Expiration Date, the ADS Rights represented by such ADS Rights Certificate will be void and will have no further value. The Agent will furnish to the Company such information as the Company may request with respect to any ADS Rights Certificate that cannot be delivered. The Agent shall cause the ADS Rights evidenced by ADS Rights Certificates not mailed to registered holders in accordance with Section 7(b) hereof, to be sold and the aggregate net proceeds of the sale of all such ADS Rights (after subtraction of applicable fees of up to US$0.02 per ADS Right sold, expenses and applicable taxes) to be distributed to such ineligible holders of ADSs in amounts equal to their pro rata share by means of a check mailed to the last known address of each such holder.
d. The Agent will effect transfers and assignments of ADS Rights Certificates (or portions thereof) as directed by the holders thereof, and will send to each transferee or assignee of ADS Rights Certificates (or portions thereof), by first class mail to a Domestic Holder, and by airmail to an Overseas Holder (without registration or insurance), upon cancellation of such ADS Rights Certificates, a newly issued ADS Rights Certificate together with the other documents described in clause (b)(i) above.
e. The Company authorizes the Agent to waive proof of authority to sign (including the right to waive signatures of co-fiduciaries and proof of appointment or authority of any fiduciary or other person acting in a representative capacity) in connection with the transfer or assignment of ADS Rights Certificates (or portions thereof) evidencing ADS Rights; provided, however, that the signature to the relevant instrument of transfer or assignment is guaranteed by an eligible guarantor institution which is a member of a Medallion Signature Guarantee Program.
f. In the event that, prior to the Expiration Date, any person notifies the Agent that the ADS Rights Certificate to which such person is entitled has not been delivered, or has been lost, stolen or destroyed, the Agent will arrange for the issuance of a new ADS Rights Certificate and the delivery of the other documents described in clause (b)(i) above to any person from whom it has received, prior to the Expiration Date, a duly executed letter or other communication satisfactory to the Agent indicating the name and address of the registered holder of the lost ADS Rights Certificate, the number of such ADS Rights Certificate, and the number of ADS Rights evidenced thereby, or has otherwise satisfied the Agent as to such failure of delivery, or lost, stolen or destroyed ADS Rights Certificate in accordance with procedures which are standard to the industry; provided, however, that such issuance may be delayed by the Agent, in its discretion, pending receipt of an indemnity from such person satisfactory to the Company and the Agent and confirmation that such lost, stolen or destroyed ADS Rights Certificate has not been exercised or transfered. Upon issuance of such new ADS Rights Certificate, the Agent shall cancel all such ADS Rights Certificates which are claimed not delivered or were lost, stolen or destroyed and shall record such cancellation in the register of ADS Rights to be maintained by the Agent.
g. A holder of ADS Rights may place an order with the Agent through DTC to sell all or a portion of such holder’s ADS Rights and, in such event, shall deliver its ADS Rights Certificate(s) to the Agent. The Agent must receive such holder’s ADS Rights Certificate(s) prior to 5:00 p.m. (New York City time) on March 27August 14, 2009. In connection with any sale of ADS Rights, the Agent may charge a fee of up to US$0.02 per ADS Right sold. At least once weeklyweekly during the period when the ADS Rights are listed on the New York Stock Exchange, the Agent will aggregate the Primary ADS Rights delivered to it with instructions to sell and will arrange for their sale on NASDAQ the New York Stock Exchange through a broker appointed by the Agent for such purpose. The Agent will not be liable to any holder for its failure to obtain the best market price for any ADS Rights it sells at the request of a holder. Each seller of ADS Rights through the Agent will receive the net sale price for the ADS Rights sold, calculated on the basis of the weighted average of all sales of ADS Rights by the Agent during the ADS Rights trading period net of expenses, commissions and fees incurred in connection with such sales.
h. A holder of ADS Rights may request the exchange of ADS Rights for Primary Share Rights. The Agent may issue Primary ADS Rights in exchange for Primary Share Rights upon the due deposit of Primary Share Rights. In connection with (i) the exchange of Primary Share Rights for Primary ADS Rights, the Agent will accept Primary Share Rights deposited with its Custodian (as defined below) and will cause to be prepared and issued in accordance with Section 6 and 7 hereof (as soon as reasonably practicable but no later than three business days after the deposit of the Primary Share Rights with the Custodian), ADS Rights Certificates evidencing the Primary ADS Rights representing the Primary Share Rights being deposited, in accordance with the instructions of, and for the benefit of, the depositing holder, and (ii) the exchange of ADS Rights for Primary Share Rights, the Agent will accept ADS Rights deposited with it and will cause such ADS Rights to be cancelled against the issuance of the underlying Primary Share Rights (as soon as reasonably practicable but no later than three business days after the deposit of the ADS Rights with it) in accordance with the instructions of, and for the benefit of, the depositing holder. Upon exchange of an ADS Right into a Primary Share Right, the corresponding Excess ADS Right will be void and without value. In connection with any issuance or cancellation of ADS Rights, the Depositary may, in its own discretion, charge a fee of up to US$0.02 per ADS Right issued or cancelled.
i. If the Agent does not receive instructions to exercise, sell or exchange any ADS Rights prior to 5:00 p.m. (New York City time) on April 3, 2009the Expiration Date, those ADS Rights will be void and will have no further value.
j. i. The Company hereby instructs the Agent, and the Agent hereby agrees, to treat, for purposes of U.S. tax reporting, the distribution of ADS Rights to holders of ADSs as a “non-taxable stock dividend” under United States federal income tax law.
k. j. The Company and the Agent agree that no fee the Depositary shall be assessed authorized to charge holders of ADSs as of the Record Date a fee of up to US$0.02 per ADS held by such holders in connection with the initial distribution of ADS Rights to registered such holders of ADSs as of in accordance with the Record DateDeposit Agreement. Notwithstanding anything contained herein to the contrary, the The Company and the Agent agree that the Agent shall be authorized to charge holders of ADS Rights a fee of up to US$0.05 per New ADS issued pursuant to the exercise of such holder’s ADS Rights, certain fees as set forth on Exhibit B attached hereto and such other fees set forth on Exhibit B attached hereto.
Appears in 1 contract
Issuance, Transfer, Sale and Exercise of ADS Rights. a. On or prior to March 20, 2009the date hereof, (i) Xxxxxx the Company will deliver or cause to be delivered to the Agent sufficient copies of the Prospectus, (ii) Cleary, Gottlieb, Xxxxx & Xxxxxxx LLPXxxxxxxx, U.S. counsel for the Company, will deliver to the Agent two (2) original copies of a reliance letter addressed to the Agent to the effect that the Agent may rely on its legal opinion addressed to the Agent joint global coordinators of the Offering (substantially in form of Exhibit F Schedule [IX] attached hereto)) to the extent permitted by such reliance letter; and (iiiii) Xxxxx & Xxxxxxxx LLP[LOCAL COUNSEL], Singapore Portuguese counsel to the Company, will deliver to the Agent two (2) original copies of a reliance letter to the effect that the Agent may rely on its legal opinion addressed to the Agent joint global coordinators of the Offering (substantially in form of Exhibit G Schedule [X] attached hereto)) to the extent permitted by such reliance letter.
(i) As soon as possible following the Record Date (after receipt of the items listed in Section 13(a[3(a)]), the Agent will send under its blanket surety bond: (x) by first class mail, to each holder of ADSs having an address of record within the United States (each a “Domestic Holder”) on the Record Date: (A) an ADS Rights Certificate evidencing the ADS Rights to which such holder is entitled pursuant to the ADS Offer, as well as including an Instructions Booklet (as hereinafter defined) relating to, inter alia, the exercise and transfer of the ADS Rights Certificate; and (B) a copy of the Prospectus, ; and (y) by air mail (without registration or insurance) to each holder of ADSs having addresses in Singaporean address outside of the United States, of record (each an “Overseas Holder”) on the Record Date, the documents described in clause (x) above, unless otherwise directed in writing to the Agent by the Company.
(ii) As soon as possible following the Record Date (after the Agent’s receipt of the items listed in Section 13(a[3(a)]), the Agent will (x) cause the Information Agent to distribute to DTC participants who hold ADSs as of the Record Date sufficient copies (in the amounts requested by such DTC participants) of the following: (A) the Prospectus; (B) such a broker letter substantially in the form set forth in Exhibit C Schedule [VI] attached hereto (the “Broker Letter”); (C) such a client letter substantially in the form set forth in Exhibit D Schedule [VII] attached hereto (the “Client Letter”); and (D) such instructions an instruction booklet substantially in the form set forth in Exhibit E Schedule [VIII] attached hereto (the “Instructions Instruction Booklet”), ; and (y) distribute to DTC, for credit to DTC participants as of the Record Date, the requisite number of ADS Rights 27 (one (1) ADS Rights Right for every 10 ADSs ADS held as of the Record Date).
c. In the event that any ADS Rights Certificate is returned to the Agent for any reason and proper delivery thereof cannot be effected on or prior to April 3[DATE], 20092004, the ADS Rights represented by such ADS Rights Certificate will be void and will have no further value. The Agent will furnish to the Company such information as the Company may request with respect to any ADS Rights Certificate that cannot be delivered. The Agent shall cause the ADS Rights evidenced by ADS Rights Certificates not mailed to registered holders in accordance with Section 7(b) [3(b)] hereof, to be sold and the aggregate net proceeds of the sale of all such ADS Rights (after subtraction of applicable fees of up to US$0.02 [ ] per ADS Right sold, expenses and applicable taxes) to be distributed to such ineligible holders of ADSs in amounts equal to their pro rata share by means of a check mailed to the last known address of each such holder.
d. The Agent will effect transfers and assignments of ADS Rights Certificates (or portions thereof) as directed by the holders thereof, and will send to each transferee or assignee of ADS Rights Certificates (or portions thereof), by first class mail to a Domestic Holder, and by airmail to an Overseas Holder (without registration or insurance), upon cancellation of such ADS Rights Certificates, a newly issued ADS Rights Certificate together with the other documents described in clause (b)(i) above.
e. The Company authorizes the Agent to waive proof of authority to sign (including the right to waive signatures of co-fiduciaries and proof of appointment or authority of any fiduciary or other person acting in a representative capacity) in connection with the transfer or assignment of ADS Rights Certificates (or portions thereof) evidencing ADS Rights; provided, however, that the signature to the relevant instrument of transfer or assignment is guaranteed by an eligible guarantor institution which is a member of a Medallion Signature Guarantee Program.
f. In the event that, prior to the Expiration Date, any person notifies the Agent that the ADS Rights Certificate to which such person is entitled has not been delivered, or has been lost, stolen or destroyed, the Agent will arrange for the issuance delivery of a new ADS Rights Certificate and the delivery of the other documents described in clause (b)(i) above to any person from whom it has received, prior to the Expiration Date, a duly executed letter or other communication satisfactory to the Agent indicating the name and address of the registered holder of the lost ADS Rights Certificate, the number of such ADS Rights Certificate, and the number of ADS Rights evidenced thereby, or has otherwise satisfied the Agent as to such failure of delivery, or lost, stolen or destroyed ADS Rights Certificate in accordance with procedures which are standard to the industry; provided, however, that such issuance may be delayed by the Agent, in its discretion, pending receipt of an indemnity from such person satisfactory to the Company and the Agent and confirmation that such lost, stolen or destroyed ADS Rights Certificate has not been exercised or transferedtransferred. Upon issuance of such new ADS Rights Certificate, the Agent shall cancel all such ADS Rights Certificates which are claimed not delivered or were lost, stolen or destroyed and shall record such cancellation in the register of ADS Rights to be maintained by the Agent.
g. A holder of ADS Rights may place an order with the Agent through DTC to sell all or a portion of such holder’s ADS Rights and, in such event, shall deliver its ADS Rights Certificate(s) to the Agent. The Agent must receive such holder’s ADS Rights Certificate(s) prior to 5:00 p.m. (New York City time) on March 27, 2009. In connection with any sale of ADS Rights, the Agent may charge a fee of up to US$0.02 per ADS Right sold. At least once weekly, the Agent will aggregate the Primary ADS Rights delivered to it with instructions to sell and will arrange for their sale on NASDAQ through a broker appointed by the Agent for such purpose. The Agent will not be liable to any holder for its failure to obtain the best market price for any ADS Rights it sells at the request of a holder. Each seller of ADS Rights through the Agent will receive the net sale price for the ADS Rights sold, calculated on the basis of the weighted average of all sales of ADS Rights by the Agent during the ADS Rights trading period net of expenses, commissions and fees incurred in connection with such sales.[Reserved]
h. A holder of ADS Rights may request the exchange of ADS Rights for Primary Share Rights. The Agent may issue Primary ADS Rights and Oversubscription ADS Rights in exchange for Primary Share Rights upon the due deposit of Primary Share Rights. In connection with the exchange of Share Rights for ADS Rights or ADS Rights for Share Rights (i) the exchange of Primary Share Rights for Primary ADS Rights, the Agent will accept Primary Share Rights deposited with its Custodian (as defined below) and will cause to be prepared and issued in accordance with Section 6 [2] and 7 hereof (as soon as reasonably practicable but no later than three business days after the deposit of the Primary Share Rights with the Custodian)[3] hereof, ADS Rights Certificates evidencing the Primary ADS Rights representing the Primary Share Rights being deposited, in accordance with the instructions of, and for the benefit of, the depositing holder, and (ii) the exchange of ADS Rights for Primary Share Rights, the Agent will accept ADS Rights deposited with it and will cause such ADS Rights to be cancelled against the issuance delivery of the underlying Primary Share Rights (as soon as reasonably practicable but no later than three business days after the deposit of the ADS Rights with it) in accordance with the instructions of, and for the benefit of, the depositing holder. Upon exchange of an ADS Right into a Primary Share Right, the corresponding Excess ADS Right will be void and without value. In connection with any issuance or cancellation of ADS Rights, the Depositary may, in its own discretion, charge a fee of up to not exceeding US$0.02 [ ] per ADS Right issued or cancelled.
i. If the Agent does not receive instructions to exercise, sell transfer or exchange any ADS Rights prior to 5:00 p.m. (New York City time) on April 3[DATE], 20092004, those ADS Rights will be void and will have no further value.
j. The Company hereby instructs the Agent, and the Agent hereby agrees, to treat, for purposes of U.S. tax reporting, the distribution of ADS Rights to holders of ADSs as a “non-taxable stock dividend” under United States federal income tax law.
k. The Company and the Agent agree that no fee shall be assessed to holders in connection with (i) the initial distribution of ADS Rights to registered holders of ADSs as of the Record Date. Notwithstanding anything contained herein to the contrary, the Company and the Agent agree that the Agent shall be authorized to charge holders of ADS Rights a fee of up to US$0.05 per New ADS issued pursuant to or (ii) the exercise of such holder’s the ADS Rights, as set forth on Exhibit B attached hereto and such other fees set forth on Exhibit B attached hereto.
Appears in 1 contract
Samples: Rights Agency Agreement (Edp Energias De Portugal Sa)
Issuance, Transfer, Sale and Exercise of ADS Rights. a. On or prior to March 20, 2009the date hereof, (i) Xxxxxx the Company will deliver sufficient copies of the Prospectus and the Prospectus Supplement, (ii) Latham & Xxxxxxx LLPWatkins, U.S. counsel for the Company, will deliver to the Agent two (2) original copies of a reliance letter addressed to the Agent to the effect that the Agent may rely on its legal opinion addressed to the Agent Merrill Lynch (Singapore) Pte. Ltd. (substantially in form of Exhibit F attached Exxxxxx X xxxxxhed hereto)) to the extent permitted by such reliance letter; and (iiiii) Xxxxx Allen & Xxxxxxxx LLPGledhill, Singapore counsel to the Company, will deliver to the Agent two xx xhe Xxxxx xxo (2) original copies of a reliance letter to the effect that the Agent may rely on its legal opinion addressed to the Agent Merrill Lynch (Singapore) Pte. Ltd. (substantially in form of Exhibit G attached Exxxxxx X xxxxxhed hereto)) to the extent permitted by such reliance letter.
(i) As soon as possible following the Record Date (after receipt of the items listed in Section 13(a7(a)), the Agent will send under its blanket surety bond: (x) by first class mail, to each holder of ADSs having an address of record within the United States (each a “"Domestic Holder”") on the Record Date: (A) an ADS Rights Certificate evidencing the ADS Rights to which such holder is entitled pursuant to the ADS Offer, as well as including an Instructions Booklet (as hereinafter defined) relating to, inter alia, the exercise and transfer of the ADS Rights Certificate; and (B) a copy of the Prospectus Supplement and the accompanying Prospectus; and (C) a Notice of Guaranteed Delivery (as hereinafter defined), and (y) by air mail (without registration or insurance) to each holder of ADSs having addresses in Singapore, of record (each an “"Overseas Holder”") on the Record Date, the documents described in clause (x) above, unless otherwise directed in writing to the Agent by the Company.
(ii) As soon as possible following the Record Date (after the Agent’s 's receipt of the items listed in Section 13(a7(a)), the Agent will (x) cause the Information Agent to distribute to DTC participants who hold ADSs as of the Record Date sufficient copies (in the amounts requested by such DTC participants) of the following: (A) the Prospectus Supplement and the accompanying Prospectus; (B) such broker letter substantially in the form set forth in Exhibit C attached hereto (the “"Broker Letter”"); (C) such client letter substantially in the form set forth in Exhibit D attached hereto (the “"Client Letter”"); and (D) such instructions instruction booklet substantially in the form set forth in Exhibit E attached hereto (the “Instructions "Instruction Booklet”"); and (E) such notice of guaranteed delivery of ADS Rights Certificates substantially in the form set forth in Exhibit F attached hereto (the "Notice of Guaranteed Delivery"), and (y) distribute to DTC, for credit to DTC participants as of the Record Date, the requisite number of ADS Rights 27 (eight (8) ADS Rights for every 10 ten (10) ADSs held as of the Record Date).
c. In the event that any ADS Rights Certificate is returned to the Agent for any reason and proper delivery thereof cannot be effected on or prior to April 3October 4, 20092002, the ADS Rights represented by such ADS Rights Certificate will be void and will have no further value. The Agent will furnish to the Company such information as the Company may request with respect to any ADS Rights Certificate that cannot be delivered. The Agent shall cause the ADS Rights evidenced by ADS Rights Certificates not mailed to registered holders in accordance with Section 7(b) hereof, to be sold and the aggregate net proceeds of the sale of all such ADS Rights (after subtraction of applicable fees of up to US$0.02 per ADS Right sold, expenses and applicable taxes) to be distributed to such ineligible holders of ADSs in amounts equal to their pro rata share by means of a check mailed to the last known address of each such holder.
d. The Agent will effect transfers and assignments of ADS Rights Certificates (or portions thereof) as directed by the holders thereof, and will send to each transferee or assignee of ADS Rights Certificates (or portions thereof), by first class mail to a Domestic Holder, and by airmail to an Overseas Holder (without registration or insurance), upon cancellation of such ADS Rights Certificates, a newly issued ADS Rights Certificate together with the other documents described in clause (b)(i) above.
e. The Company authorizes the Agent to waive proof of authority to sign (including the right to waive signatures of co-fiduciaries and proof of appointment or authority of any fiduciary or other person acting in a representative capacity) in connection with the transfer or assignment of ADS Rights Certificates (or portions thereof) evidencing ADS Rights; provided, however, that the signature to the relevant instrument of transfer or assignment is guaranteed by an eligible guarantor institution which is a member of a Medallion Signature Guarantee Program.
f. In the event that, prior to the Expiration Date, any person notifies the Agent that the ADS Rights Certificate to which such person is entitled has not been delivered, or has been lost, stolen or destroyed, the Agent will arrange for the issuance of a new ADS Rights Certificate and the delivery of the other documents described in clause (b)(i) above to any person from whom it has received, prior to the Expiration Date, a duly executed letter or other communication satisfactory to the Agent indicating the name and address of the registered holder of the lost ADS Rights Certificate, the number of such ADS Rights Certificate, and the number of ADS Rights evidenced thereby, or has otherwise satisfied the Agent as to such failure of delivery, or lost, stolen or destroyed ADS Rights Certificate in accordance with procedures which are standard to the industry; provided, however, that such issuance may be delayed by the Agent, in its discretion, pending receipt of an indemnity from such person satisfactory to the Company and the Agent and confirmation that such lost, stolen or destroyed ADS Rights Certificate has not been exercised or transfered. Upon issuance of such new ADS Rights Certificate, the Agent shall cancel all such ADS Rights Certificates which are claimed not delivered or were lost, stolen or destroyed and shall record such cancellation in the register of ADS Rights to be maintained by the Agent.
g. A holder of ADS Rights may place an order with the Agent through DTC to sell all or a portion of such holder’s 's ADS Rights and, in such event, shall deliver its ADS Rights Certificate(s) to the Agent. The Agent must receive such holder’s 's ADS Rights Certificate(s) prior to 5:00 p.m. (New York City time) on March 27October 2, 20092002. In connection with any sale of ADS Rights, the Agent may charge a fee of up to US$US$ 0.02 per ADS Right sold. At least once weekly, the Agent will aggregate the Primary ADS Rights delivered to it with instructions to sell and will arrange for their sale on NASDAQ through a broker appointed by the Agent for such purpose. The Agent will not be liable to any holder for its failure to obtain the best market price for any ADS Rights it sells at the request of a holder. Each seller of ADS Rights through the Agent will receive the net sale price for the ADS Rights sold, calculated on the basis of the weighted average of all sales of ADS Rights by the Agent during the ADS Rights trading period net of expenses, commissions and fees incurred in connection with such sales.
h. A holder of ADS Rights may request the exchange of ADS Rights for Primary Share Rights. The Agent may issue Primary ADS Rights and Secondary ADS Rights in exchange for Primary Share Rights upon the due deposit of Primary Share Rights. In connection with the exchange of Share Rights for ADS Rights or ADS Rights for Share Rights (i) the exchange of Primary Share Rights for Primary ADS Rights, the Agent will accept Primary Share Rights deposited with its Custodian (as defined below) and will cause to be prepared and issued in accordance with Section 6 and 7 hereof (as soon as reasonably practicable but no later than three business days after the deposit of the Primary Share Rights with the Custodian)hereof, ADS Rights Certificates evidencing the Primary ADS Rights representing the Primary Share Rights being deposited, in accordance with the instructions of, and for the benefit of, the depositing holder, and (ii) the exchange of ADS Rights for Primary Share Rights, the Agent will accept ADS Rights deposited with it and will cause such ADS Rights to be cancelled against the issuance of the underlying Primary Share Rights (as soon as reasonably practicable but no later than three business days after the deposit of the ADS Rights with it) in accordance with the instructions of, and for the benefit of, the depositing holder. Upon exchange of an ADS Right into a Primary Share Right, the corresponding Excess ADS Right will be void and without value. In connection with any issuance or cancellation of ADS Rights, the Depositary may, in its own discretion, charge a fee of up to US$0.02 not exceeding US$ 0.05 per ADS Right issued or cancelled.
i. If the Agent does not receive instructions to exercise, sell or exchange any ADS Rights prior to 5:00 p.m. (New York City time) on April 3October 4, 20092002, those ADS Rights will be void and will have no further value.
j. The Company hereby instructs the Agent, and the Agent hereby agrees, to treat, for purposes of U.S. tax reporting, the distribution of ADS Rights to holders of ADSs as a “"non-taxable stock dividend” " under United States federal income tax law.
k. The Company and the Agent agree that no fee shall be assessed to holders in connection with (i) the initial distribution of ADS Rights to registered holders of ADSs as of the Record Date. Notwithstanding anything contained herein to the contrary, the Company and the Agent agree that the Agent shall be authorized to charge holders of ADS Rights a fee of up to US$0.05 per New ADS issued pursuant to or (ii) the exercise of such holder’s the ADS Rights, as set forth on Exhibit B attached hereto and such other fees set forth on Exhibit B attached hereto.
Appears in 1 contract
Samples: Rights Agency Agreement (Chartered Semiconductor Manufacturing LTD)
Issuance, Transfer, Sale and Exercise of ADS Rights. a. On or prior to March 20April 10, 20092015, (i) Xxxxxx Xxxxxxxx & Xxxxxxx LLPXxxxxxxx, U.S. counsel for the Company, will deliver to the Agent two (2) original copies of its legal opinion addressed to the Agent (substantially in form of Exhibit F attached hereto); and (ii) Xxxxx Amarchand & Xxxxxxxx LLPMangaldas & Xxxxxx X Xxxxxx & Co, Singapore Indian counsel to the Company, will deliver to the Agent two (2) its original copies of its legal opinion addressed to the Agent (substantially in form of Exhibit G attached hereto).
(i) As soon as possible following the Record Date On April 10, 2015 (after receipt of the items listed in Section 13(a)), the Agent will send under its blanket surety bond: (x) by first class regular mail, to each registered holder of ADSs having an address of record within the United States (each a “Domestic Holder”) on the Record Date: (A) an ADS Rights Certificate Subscription Form evidencing the ADS Rights to which such holder is entitled pursuant to the ADS Offer, as well as an Instructions Booklet (as hereinafter defined) relating to, inter alia, the exercise and transfer of the ADS Rights Certificate; and (B) a copy of the ProspectusSubscription Form, and (y) by air mail (without registration or insurance) to each registered holder of ADSs having addresses in Singapore, of record within the Eligible Jurisdictions other than the United States (each an “Overseas Holder”) on the Record Date, the documents described in clause (x) above, unless otherwise directed in writing to the Agent by the Company. The Agent will not send the documents described in clause (x) above to registered holders of ADSs that have addresses of record outside of the Eligible Jurisdictions on the Record Date, and the ADS Rights held by the Agent for such registered holders will be sold as set forth in Section 7(d).
(ii) As soon as possible following the Record Date On April 10, 2015 (after the Agent’s receipt of the items listed in Section 13(a12(a)), the Agent will (x) instruct Xxxxxxxxx Inc., as information agent, to distribute to DTC participants who hold held ADSs as of the Record Date sufficient copies (in the amounts requested by such DTC participants) of the following: (A) the Prospectus; (B) such broker letter substantially in the form set forth in Exhibit C attached hereto (the “Broker Letter”); (CB) such the client letter substantially in the form set forth in Exhibit D attached hereto (the “Client Letter”); and (DC) such the instructions booklet substantially in the form set forth in Exhibit E attached hereto (the “Instructions Booklet”), and (y) distribute to DTC, for credit to DTC participants as of the Record Date, the requisite number of ADS Rights 27 ADS Rights (0.055045ADS Right for every 10 ADSs ADS held as of the Record Date).
c. In the event that any ADS Rights Certificate Subscription Form is returned to the Agent for any reason and proper delivery thereof cannot be effected on or prior to April 3, 2009the Expiration Date, the ADS Rights represented by such ADS Rights Certificate Subscription Form will be void and will have no further value. The Agent will furnish to the Company such information as the Company may request with respect to any ADS Rights Certificate Subscription Form that cannot be delivered.
d. The Agent shall make available to participants in DTC a means to instruct, prior to 5:00 p.m. on April 23, 2015 through the applicable DTC function, the sale by the Agent of ADS Rights received on behalf of investors who are not located nor resident in one of the Eligible Jurisdictions. The Agent shall use commercially reasonable efforts to cause the ADS Rights evidenced by ADS Rights Certificates not mailed to it (x) holds for registered holders of ADSs that have addresses of record outside the Eligible Jurisdictions or (y) receives from participants in accordance with Section 7(b) hereofDTC for sale on behalf of ADS holders who are not located nor residentin one of the Eligible Jurisdictions, to be sold and the aggregate net proceeds of the sale of all such ADS Rights (after subtraction of applicable fees of up to US$0.02 per ADS Right sold, expenses and applicable taxes) to be distributed to such ineligible holders of ADSs in amounts equal to their pro rata share share. In connection with any sale of ADS Rights, the Agent may charge a fee of up to US$0.02 per ADS Right sold. At least once in each period of four business days during the period when the ADS Rights are listed on the New York Stock Exchange, the Agent will aggregate the ADS Rights delivered to it with instructions to sell and will arrange for their sale on the New York Stock Exchange through a broker appointed by means of a check mailed to the last known address of each Agent for such holder.
d. purpose. The Agent will not be liable to any holder for its failure to obtain the best market price for any ADS Rights it sells at the request of a holder. After the Expiration Date, each seller of ADS Rights through the Agent will receive the net sale price for the ADS Rights sold, calculated on the basis of the weighted average of all sales of ADS Rights by the Agent during the ADS Rights trading period net of expenses, commissions, taxes and fees incurred in connection with such sales.
e. The Agent shall effect transfers and assignments of ADS Rights Certificates Subscription Forms (or portions thereof) as directed by the holders thereof, and will shall send to each transferee or assignee of ADS Rights Certificates Subscription Forms (or portions thereof), by first class mail to a Domestic Holder, and by airmail to an Overseas Holder (without registration or insurance)regular mail, upon cancellation of such ADS Rights CertificatesSubscription Forms, a newly issued ADS Rights Certificate Subscription Form together with the other documents described in clause (b)(i) above.
e. f. The Company authorizes the Agent to waive proof of authority to sign (including the right to waive signatures of co-fiduciaries and proof of appointment or authority of any fiduciary or other person acting in a representative capacity) in connection with the transfer or assignment of ADS Rights Certificates Subscription Forms (or portions thereof) evidencing ADS Rights; provided, however, that the signature to the relevant instrument of transfer or assignment is guaranteed by an eligible guarantor institution which is a member of a Medallion Signature Guarantee Program.
f. g. In the event that, prior to the Expiration Date, any person notifies the Agent that the ADS Rights Certificate Subscription Form to which such person is entitled has not been delivered, or has been lost, stolen or destroyed, the Agent will shall arrange for the issuance of a new ADS Rights Certificate Subscription Form and the delivery by regular mail of the other documents described in clause (b)(i) above to any person from whom it has received, prior to the Expiration Date, a duly executed letter or other communication satisfactory to the Agent indicating the name name, address, holder identification number and address account number of the registered holder of the lost ADS Rights CertificateSubscription Form, the certificate number of such ADS Rights CertificateSubscription Form, and the number of ADS Rights evidenced thereby, or has otherwise satisfied the Agent as to such failure of delivery, or lost, stolen or destroyed ADS Rights Certificate Subscription Form in accordance with procedures which are standard to the industry; provided, however, that such issuance may be delayed by the Agent, in its discretion, pending receipt of an indemnity from such person satisfactory to the Company and the Agent and confirmation that such lost, stolen or destroyed ADS Rights Certificate Subscription Form has not been exercised or transferedtransferred. Upon issuance of such new ADS Rights CertificateSubscription Form, the Agent shall cancel all such ADS Rights Certificates Subscription Forms which are claimed not delivered or were lost, stolen or destroyed and shall record such cancellation in the register of ADS Rights to be maintained by the Agent.
g. h. A holder of ADS Rights may place an order with the Agent through DTC to sell all or a portion of such holder’s ADS Rights and, in such event, shall deliver its ADS Rights Certificate(sSubscription Form(s) to the Agent. The Agent must receive such holder’s ADS Rights Certificate(sSubscription Form(s) prior to 5:00 p.m. (New York City time) on March 27April 23, 20092015. In addition, the Agent shall act upon instructions from DTC participants (via DTC’s applicable function) to sell ADS Rights upon the instruction of the clients of the DTC participants. In connection with any sale of ADS Rights, the Agent may charge a fee shall use commercially reasonable efforts to sell the ADS Rights upon the terms described below and the aggregate net proceeds of the sale of all such ADS Rights (after subtraction of applicable fees of up to US$0.02 per ADS Right sold, expenses and applicable taxes) to be distributed to such ineligible holders of ADSs in amounts equal to their pro rata share. At least once weeklyin each period of four business days during the period when the ADS Rights are listed on the New York Stock Exchange, the Agent will aggregate the Primary ADS Rights delivered to it with instructions to sell and will arrange for their sale on NASDAQ the New York Stock Exchange through a broker appointed by the Agent for such purpose. The Agent will not be liable to any holder for its failure to obtain the best market price for any ADS Rights it sells at the request of a holder. Each After the Expiration Date, each seller of ADS Rights through the Agent will receive the net sale price for the ADS Rights sold, calculated on the basis of the weighted average of all sales of ADS Rights by the Agent during the ADS Rights trading period period, net of expenses, commissions commissions, taxes and fees incurred in connection with such sales.
h. A holder of ADS Rights may request the exchange of ADS Rights for Primary Share Rights. The Agent may issue Primary ADS Rights in exchange for Primary Share Rights upon the due deposit of Primary Share Rights. In connection with (i) the exchange of Primary Share Rights for Primary ADS Rights, the Agent will accept Primary Share Rights deposited with its Custodian (as defined below) and will cause to be prepared and issued in accordance with Section 6 and 7 hereof (as soon as reasonably practicable but no later than three business days after the deposit of the Primary Share Rights with the Custodian), ADS Rights Certificates evidencing the Primary ADS Rights representing the Primary Share Rights being deposited, in accordance with the instructions of, and for the benefit of, the depositing holder, and (ii) the exchange of ADS Rights for Primary Share Rights, the Agent will accept ADS Rights deposited with it and will cause such ADS Rights to be cancelled against the issuance of the underlying Primary Share Rights (as soon as reasonably practicable but no later than three business days after the deposit of the ADS Rights with it) in accordance with the instructions of, and for the benefit of, the depositing holder. Upon exchange of an ADS Right into a Primary Share Right, the corresponding Excess ADS Right will be void and without value. In connection with any issuance or cancellation of ADS Rights, the Depositary may, in its own discretion, charge a fee of up to US$0.02 per ADS Right issued or cancelled.
i. If the Agent does not receive instructions to exercise, sell or exchange exercise any ADS Rights prior to 5:00 2:15 p.m. (New York City time) on April 3, 2009the Expiration Date, those ADS Rights will be void and will have no further value.
j. The Company hereby instructs the Agent, and the Agent hereby agrees, to treat, for purposes of U.S. tax reporting, the distribution of ADS Rights to holders of ADSs as a “non-taxable stock dividenddistribution” under United States federal income tax law.
k. The Company and the Agent agree that no fee shall be assessed to holders in connection with the initial distribution of ADS Rights to registered holders of ADSs as of the Record Date. Notwithstanding anything contained herein to the contrary, the Company and the Agent agree that the Agent shall be authorized to charge holders of ADS Rights a fee of up to US$0.05 per New ADS issued pursuant to the exercise of such holder’s ADS Rights, as set forth on Exhibit B attached hereto and such other fees set forth on Exhibit B attached hereto.
Appears in 1 contract
