Jurisdiction Specific. Any summary of the laws and regulations of the Cayman Islands and of the terms of the Company’s constituent documents has been provided by the Company solely for the convenience of Holders, Beneficial Owners and the Depositary. Such summaries are summaries and as such may not include all aspects of the materials summarized applicable to a Holder or Beneficial Owner, and (ii) these laws and regulations and the Company’s constituent documents may change after the date of the Deposit Agreement. Neither the Depositary nor the Company has any obligation to update any such summaries.
Jurisdiction Specific. Notwithstanding any provision of the Deposit Agreement or of the ADRs and without limiting the foregoing, by being a Holder, each such Holder agrees to provide such information as the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the "Companies Act") or the Articles. By accepting or holding an ADR, each Holder acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Articles which currently include, the withdrawal of the voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, by accepting or holding an ADR, each Holder agrees to comply with the provisions of the United Kingdom Disclosure and Transparency Rules (as amended from time to time, the "DTRs") with regard to the notification to the Company of interests in Shares and certain financial instruments, which currently provide, inter alia, that a Holder must notify the Company of the percentage of its voting rights he holds as shareholder or holds or is deemed to hold through his direct or indirect holding of certain financial instruments (or a combination of such holdings) if the percentage of those voting rights (i) reaches, exceeds or falls below 3%, 4%, 5%, 6%, 7%, 8%, 9%, 10% and each 1% threshold thereafter up to 100% as a result of an acquisition or disposal of Shares or certain financial instruments, or (ii) reaches, exceeds or falls below such applicable thresholds as a result of events changing the breakdown of voting rights and on the basis of information disclosed by the Company in accordance with the DTRs. The notification must be effected as soon as possible, but not later than two trading days after the Holder (a) learns of the acquisition or disposal or of the possibility of exercising voting rights, or on which, having regard to the circumstances, should have learned of it, regardless of the date on which the acquisition, disposal or possibility of exercising voting rights takes effect, or (b) is informed of the event mentioned in (ii) above. J.X.Xxxxxx Any summary of the laws and regulations of the...
Jurisdiction Specific. As of the date hereof, the Company’s Shares are listed on the SIX Swiss Exchange, a Swiss stock Exchange, and as a result of its listing is subject to Article 120 of the Swiss Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading, as amended (the “Swiss Financial Market Conduct Act”). Holders and Beneficial Owners should be aware that the Company has informed the Depositary that, as of the date hereof, the Swiss Financial Market Conduct Act provides that any person who directly, indirectly, or acting in concert with third parties, holds interests with respect to the Shares (including Beneficial Owners of ADRs) is required to notify the Company and the SIX Swiss Exchange if such interests reach, exceed or fall below certain thresholds (such thresholds being currently 3%, 5%, 10%, 15%, 20%, 25%, 33 1/3%, 50% and 66 2/3% of the Company's voting rights, exercisable or not), in each case calculated by reference to the number of Shares registered in the commercial register in Switzerland. Subject to certain exceptions, such notices of shareholdings must be made within four trading days (being calendar days during which the SIX Swiss Exchange is open for trading) of the date when the relevant disclosure threshold was reached, exceeded or fallen below. Notices of shareholdings must be updated within the same time limit under certain circumstances. In addition, Holders and Beneficial Owners should be aware that the Company has informed the Depositary that pursuant to its Articles of Association, purchasers of Shares may not be registered in the share register of the Company with voting rights if they do not explicitly declare that they have acquired such Shares in their own name and on their own account (any purchaser not making such a declaration a “Nominee”). The Board of Directors of the Company may, however, register Nominees who enter into an agreement with the Company in the share register of the Company with voting rights. The Depositary is a Nominee for purposes of the Company’s Articles of Association and has entered into a Nominee Agreement with the Company, pursuant to which, the Depositary has agreed to provide commercially reasonable efforts to request the Holders of ADRs to provide to the Depositary certain information with respect to the name and address of the Beneficial Owners of each such Holder’s ADRs who beneficially own 2% or more of the share capital of the Company registered in the commercial...
Jurisdiction Specific. The Company may have certain disclosure obligations and reporting obligations under ROC laws and regulations if (a) the person to be registered as a shareholder of Shares withdrawn under the Deposit Agreement is a “related party” of the Company under its regulations governing the preparation of its financial reports and the International Financial Reporting Standards; or (b) the cumulative number of Shares withdrawn by the person exceeds 10% of the Shares represented by the ADSs originally issued under the Deposit Agreement. Due to these obligations, the Depositary may ask the withdrawing Holder to disclose the name of the beneficial owner of the ADSs delivered for cancellation and to provide proof of identity and genuineness of any signature and other information and documents before the withdrawing Holder may cancel its ADSs. The withdrawal of Shares may be delayed until the Depositary receives such information, the proof so requested and satisfactory evidence of the withdrawing Holder’s compliance with all laws and regulations. The information that a withdrawing Holder is required to provide may include the name and nationality of the beneficial owner, the number of Shares or individual certificates of payment the beneficial owner is withdrawing or has withdrawn in the past and whether certain affiliations exist between the beneficial owner and the Company. Notwithstanding any other provision hereof, each Holder agrees to comply with requests from the Company pursuant to the laws, rules and regulations of the Cayman Islands and the ROC as well as the rules and regulations of any stock exchange on which the Shares are, or will be, registered, traded or listed to provide information, inter alia, as to the capacity in which such Holder owns ADRs (and Shares as the case may be) and regarding the identity of any other person interested in such ADRs and the nature of such interest, and the Depositary agrees to mail to Holders reasonable requests prepared by and from the Company with respect to requests for such information and, to the extent a response is received by the Depositary, to forward to the Company any such responses. The Depositary shall have no further obligations under this paragraph.
Jurisdiction Specific. Any summary of the laws and regulations of the Kingdom of Sweden and of the terms of the Company's constituent documents has been provided by the Company solely for the convenience of Holders, Beneficial Owners and the Depositary. Such summaries are summaries current as of the date of the Deposit Agreement, and as such, may not include all aspects of the materials summarized applicable to a Holder or Beneficial Owner, and these laws and regulations and the Company's constituent documents may change after the date of the Deposit Agreement. Neither the Depositary nor the Company has any obligation to update any such summaries.
Jurisdiction Specific. Without prejudice to the requirements of applicable law concerning disclosure of beneficial ownership of Shares, any Beneficial Owner (as defined in Section 1 of the Deposit Agreement) of ADSs that holds, acquires, or ceases to hold, directly or indirectly, Beneficial Share Ownership (as defined below) of more than 5% of all outstanding Shares (whether such Beneficial Share Ownership is held in whole or only in part through ADRs) shall, within five days (excluding Saturdays, Sundays and legal holidays in Japan) following such event, send written notice to the Company at its principal office in Japan currently at Nx. 0-0, Xxxxxx-Xxxxxx 0-xxxxx, Xxxxxx-xx, Xxxxx 000-0000, Xxxxx, containing the following information:
