Common use of Pre-Release of ADSs Clause in Contracts

Pre-Release of ADSs. Subject to the further terms and provisions of this Section 2.11, the Depositary, its Affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its Affiliates and in ADSs. In its capacity as Depositary, the Depositary shall not lend Shares or ADSs; provided, however, that the Depositary may (i) issue ADSs prior to the receipt of Shares as contemplated to Section 2.3 and (ii) deliver Shares prior to the receipt of ADSs for withdrawal of Deposited Securities as contemplated in Section 2.7, including ADSs which were issued under (i) above but for which Shares may not have been received (each such transaction a “Pre-Release”). The Depositary may receive ADSs in lieu of Shares under (i) above (which ADSs will promptly be canceled by the Depositary upon receipt by the Depositary) and receive Shares in lieu of ADSs under (ii) above. Each such Pre-Release will be (a) subject to a written agreement whereby the person or entity (the “Applicant”) to whom ADSs or Shares are to be delivered (w) represents that at the time of the Pre-Release the Applicant or its customer owns the Shares or ADSs that are to be delivered by the Applicant under such Pre-Release, (x) agrees to indicate the Depositary as owner of such Shares or ADSs in its records and to hold such Shares or ADSs in trust for the Depositary until such Shares or ADSs are delivered to the Depositary or the Custodian, (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ADSs, and (z) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days’ notice and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of ADSs and Shares involved in such Pre-Release at any one time to thirty percent (30%) of the ADSs outstanding (without giving effect to ADSs outstanding under (i) above), provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate. The Depositary may also set limits with respect to the number of ADSs and Shares involved in Pre-Release with any one person on a case-by-case basis as it deems appropriate. The Depositary may retain for its own account any compensation received by it in conjunction with the foregoing. Collateral provided pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the Holders (other than the Applicant).

Pre-Release of ADSs. Subject to the further terms and provisions of this Section 2.11, the Depositary, its Affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its Affiliates and in ADSs. In its capacity as Depositary, the Depositary shall not lend Shares or ADSs; provided, however, that the Depositary may (i) issue ADSs prior to the receipt of Shares as contemplated to Section 2.3 and (ii) deliver Shares prior to the receipt of ADSs for withdrawal of Deposited Securities as contemplated in Section 2.7, including ADSs which were issued under (i) above but for which Shares may not have been received (each such transaction a “"Pre-Release”"). The Depositary may receive ADSs in lieu of Shares under (i) above (which ADSs will promptly be canceled by the Depositary upon receipt by the Depositary) and receive Shares in lieu of ADSs under (ii) above. Each such Pre-Release will be (a) subject to a written agreement whereby the person or entity (the “"Applicant”") to whom ADSs or Shares are to be delivered (w) represents that at the time of the Pre-Release the Applicant or its customer owns the Shares or ADSs that are to be delivered by the Applicant under such Pre-Release, (x) agrees to indicate the Depositary as owner of such Shares or ADSs in its records and to hold such Shares or ADSs in trust for the Depositary until such Shares or ADSs are delivered to the Depositary or the Custodian, (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ADSs, and (z) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days’ ' notice and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of ADSs and Shares involved in such Pre-Release at any one time to thirty percent (30%) of the ADSs outstanding (without giving effect to ADSs outstanding under (i) above), provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate. The Depositary may also set limits with respect to the number of ADSs and Shares involved in Pre-Release with any one person on a case-by-case basis as it deems appropriate. The Depositary may retain for its own account any compensation received by it in conjunction with the foregoing. Collateral provided pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the Holders (other than the Applicant).

Pre-Release of ADSs. Subject to the further terms and provisions of this Notwithstanding Section 2.11, the Depositary, its Affiliates and their agents, on their own behalf, may own and deal in any class of securities 2.3 of the Company and its Affiliates and in ADSs. In its capacity as DepositaryDeposit Agreement, the Depositary shall not lend Shares or ADSs; provided, however, that the Depositary may (imay(i) issue and deliver ADSs prior to the receipt of Shares as contemplated pursuant to Section 2.3 2.2 of the Deposit Agreement and (ii) deliver Shares prior to the receipt of ADSs for cancellation and withdrawal of Deposited Securities as contemplated in pursuant to Section 2.7, including ADSs which were issued under (i) above but for which Shares may not have been received 2.5 of the Deposit Agreement (each such transaction a “"Pre-Release”"). The Depositary may receive ADSs in lieu of Shares under (i) above (which ADSs will promptly be canceled by the Depositary upon receipt by the Depositary) and receive Shares in lieu of ADSs under (ii) above. Each such Pre-Release will be (a) subject to a written agreement whereby the person or entity (the “"Applicant”") to whom ADSs American Depositary Shares or Shares are to be delivered (wa) represents that at the time of the Pre-Release the Applicant or its customer owns the Shares or ADSs American Depositary Shares that are to be delivered by the Applicant under such Pre-Release, (xb) agrees to indicate the Depositary as owner of such Shares or ADSs American Depositary Shares in its records and to hold such Shares or ADSs American Depositary Shares in trust for the Depositary until such Shares or ADSs American Depositary Shares are delivered to the Depositary or the Custodian, (yc) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ADSsAmerican Depositary Shares, and (zd) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (b) . Each such Pre-Release will be at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days’ ' notice and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of ADSs American Depositary Shares and Shares involved in such Pre-Release at any one time to thirty percent (30%) of the ADSs American Depositary Shares outstanding (without giving effect to ADSs American Depositary Shares outstanding under (i) above), provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate. The Depositary may also set limits with respect to the number of ADSs American Depositary Shares and Shares involved in Pre-Release with any one person on a case-by-case basis as it deems appropriate. The Depositary may retain for its own account any compensation received by it in conjunction connection with the foregoing. Collateral provided pursuant to (b) abovein connection with Pre-Release transactions, but not the earnings thereon, shall be held for the benefit of the Holders Owners (other than the Applicant).

Pre-Release of ADSs. Subject to the further terms and provisions of this Notwithstanding Section 2.11, the Depositary, its Affiliates and their agents, on their own behalf, may own and deal in any class of securities 2.03 of the Company and its Affiliates and in ADSs. In its capacity as DepositaryDeposit Agreement, the Depositary shall not lend Shares or ADSs; provided, however, that the Depositary may (i) issue execute and deliver ADSs prior to the receipt of Shares as contemplated pursuant to Section 2.3 and 2.02 of the Deposit Agreement (ii) deliver Shares prior to the receipt of ADSs for withdrawal of Deposited Securities as contemplated in Section 2.7, including ADSs which were issued under (i) above but for which Shares may not have been received (each such transaction a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the receipt and cancellation of ADSs which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such ADSs has been Pre-Released. The Depositary may receive ADSs in lieu of Shares under (i) above (which ADSs will promptly be canceled by the Depositary upon receipt by the Depositary) and receive Shares in lieu satisfaction of ADSs under (ii) abovea Pre-Release. Each such Pre-Release will be (a) subject to preceded or accompanied by a written agreement whereby representation from the person or entity (the “Applicant”) to whom ADSs or Shares are to be delivered (w) represents delivered, that at the time of the Pre-Release the Applicant such person, or its customer customer, owns the Shares or ADSs that are to be delivered by the Applicant under such Pre-Release, (x) agrees to indicate the Depositary as owner of such Shares or ADSs in its records and to hold such Shares or ADSs in trust for the Depositary until such Shares or ADSs are delivered to the Depositary or the Custodian, (y) unconditionally guarantees to deliver to the Depositary or the Custodianremitted, as applicable, such Shares or ADSs, and (z) agrees to any additional restrictions or requirements that the Depositary deems appropriatecase may be, (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days’ notice notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of ADSs and Shares involved in such which are outstanding at any time as a result of Pre-Release at any one time to will not normally exceed thirty percent (30%) of the ADSs outstanding (without giving effect to ADSs outstanding Shares deposited under (i) above), the Deposit Agreement; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate, and may, with the prior written consent of the Company, change such limit from time to time for purposes of general application. The Depositary may will also set Dollar limits with respect to the number of ADSs and Shares involved in Pre-Release transactions to be entered into under the Deposit Agreement with any one person particular Pre-Releasee on a case-by-case basis as it the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above will be held by the Depositary in connection with a Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or ADSs upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreement). The Depositary may retain for its own account any compensation received by it in conjunction connection with the foregoing. Collateral provided pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the Holders (other than the Applicant).

Pre-Release of ADSs. Subject to the further terms and provisions of this Section 2.11, the Depositary, its Affiliates and their agents, on their own behalf, may own and deal Unless requested in any class of securities of writing by the Company and its Affiliates and in ADSs. In its capacity as Depositaryto cease doing so, the Depositary shall not lend Shares or ADSs; providedmay, howevernotwithstanding Section 2.3 hereof, that the Depositary may (i) issue and deliver ADSs prior to the receipt of Shares as contemplated pursuant to Section 2.3 and 2.2 (ii) deliver Shares prior to the receipt of ADSs for withdrawal of Deposited Securities as contemplated in Section 2.7, including ADSs which were issued under (i) above but for which Shares may not have been received (each such transaction a “Pre-Release”). The Depositary may, pursuant to Section 2.5, deliver Shares upon the receipt and cancellation of ADSs which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such ADS has been Pre-Released. The Depositary may receive ADSs in lieu of Shares under (i) above (which ADSs will promptly be canceled by in satisfaction of a Pre-Release. Notwithstanding any provision to the contrary herein, neither the Depositary upon receipt by nor the Depositary) and receive Custodian shall deliver Shares in lieu any manner or otherwise permit Shares to be withdrawn from the facility created by this Agreement, except upon the receipt and cancellation of ADSs under (ii) aboveADSs. Each such Pre-Release will be (a) subject to preceded or accompanied by a written representation and agreement whereby from the person or entity (the “Applicant”) to whom ADSs or Shares are to be delivered (wthe “Pre-Releasee”) represents that at the time of the Pre-Release the Applicant Releasee, or its customer customer, (i) owns the Shares or ADSs that are to be delivered by remitted, as the Applicant under such Pre-Releasecase may be, (xii) agrees to indicate the Depositary as owner of such Shares or ADSs assigns all beneficial rights, title and interest in its records and to hold such Shares or ADSs in trust for the Depositary until such Shares or ADSs are delivered to the Depositary or the Custodian, (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ADSs, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (ziii) agrees will not take any action with respect to any additional restrictions such Shares or requirements ADSs, as the case may be, that is inconsistent with the Depositary deems appropriatetransfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or ADSs, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary deems appropriatedetermines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days’ notice notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of Shares not deposited but represented by ADSs and Shares involved in such outstanding at any time as a result of Pre-Release at any one time to Releases will not normally exceed thirty percent (30%) of the ADSs outstanding (without giving effect to ADSs outstanding under (i) above), Shares deposited hereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary may will also set Dollar limits with respect to the number of ADSs and Shares involved in Pre­Release transactions to be entered into hereunder with any particular Pre-Release with any one person Releasee on a case-by-case basis as it the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or ADSs upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in conjunction connection with the foregoing. Collateral provided pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the Holders (other than the Applicant).

Pre-Release of ADSs. Subject to the further terms and provisions of this Section 2.112.09, the Depositary, its Affiliates affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its Affiliates affiliates and in ADSs. In its capacity as Depositary, the Depositary shall not lend Shares or ADSs; provided, however, that the Depositary may (i) issue ADSs prior to the receipt of Shares as contemplated pursuant to Section 2.3 2.03 and (ii) deliver Shares prior to the receipt of ADSs for withdrawal of Deposited Securities as contemplated in pursuant to Section 2.72.05, including ADSs which were issued under (i) above but for which Shares may not have been received (each such transaction a “Pre-Release”). The Depositary may receive ADSs in lieu of Shares under (i) above (which ADSs will promptly be canceled by the Depositary upon receipt by the Depositary) and receive Shares in lieu of ADSs under (ii) above. Each such Pre-Release will be (a) subject to preceded or accompanied by a written representation and agreement whereby from the person or entity (the “Applicant”) to whom ADSs or Shares are to be delivered (w) represents that at the time of the Pre-Release the Applicant such person, or its customer customer, (i) owns the Shares or ADSs that are to be delivered by remitted, as the Applicant under such Pre-Releasecase may be, (xii) agrees to indicate the Depositary as owner of assigns all beneficial right, title and interest in such Shares or ADSs ADSs, as the case may be, to the Depositary in its records capacity as such and for the benefit of the Owners, and (iii) agrees in effect to hold such Shares or ADSs in trust ADSs, as the case may be, for the account of the Depositary until such Shares or ADSs are delivered to delivery of the Depositary or same upon the Custodian, (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ADSs, and (z) agrees to any additional restrictions or requirements that the Depositary deems appropriateDepositary’s request, (b) at all times fully collateralized (such collateral marked to market daily) with cash, cash or U.S. government securities or such other collateral as the Depositary deems appropriatesecurities, (c) terminable by the Depositary on not more than five (5) business days’ notice notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of ADSs and Shares involved in such which are outstanding at any time as a result of Pre-Release at any one time to Releases will not normally exceed thirty percent (30%) of the ADSs outstanding (without giving effect to ADSs outstanding under (i) aboveas a result of Pre-Release), ; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriateappropriate and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary may will also set limits with respect to the number of Pre-Released ADSs and Shares involved in Pre-Release transactions to be done hereunder with any one person on a case-by-case by case basis as it deems appropriate. The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the obligations to deliver Shares or ADSs, as the case may be, set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in conjunction connection with the foregoing. Collateral provided pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the Holders (other than the Applicant).

Pre-Release of ADSs. Subject to the further terms and provisions of this Notwithstanding Section 2.112.3 hereof, the Depositary, its Affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its Affiliates and in ADSs. In its capacity as Depositary, the Depositary shall not lend Shares or ADSs; provided, however, that the Depositary may (i) issue and deliver ADSs prior to the receipt of Shares as contemplated pursuant to Section 2.3 2.2 and (ii) deliver Shares prior to the receipt of ADSs for cancellation and withdrawal of Deposited Securities as contemplated in pursuant to Section 2.7, including ADSs which were issued under (i) above but for which Shares may not have been received 2.5 (each such transaction a “"Pre-Release”"). The Depositary may receive ADSs in lieu of Shares under (i) above (which ADSs will promptly be canceled by the Depositary upon receipt by the Depositary) and receive Shares in lieu of ADSs under (ii) above. Each such Pre-Release will be (a) subject to a written agreement whereby the person or entity (the “"Applicant”") to whom ADSs American Depositary Shares or Shares are to be delivered (wa) represents that at the time of the Pre-Release the Applicant or its customer owns the Shares or ADSs American Depositary Shares that are to be delivered by the Applicant under such Pre-Release, (xb) agrees to indicate the Depositary as owner of such Shares or ADSs American Depositary Shares in its records and to hold such Shares or ADSs American Depositary Shares in trust for the Depositary until such Shares or ADSs American Depositary Shares are delivered to the Depositary or the Custodian, (yc) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ADSsAmerican Depositary Shares, and (zd) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (b) . Each such Pre-Release will be at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days’ ' notice and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of ADSs American Depositary Shares and Shares involved in such Pre-Release at any one time to thirty percent (30%) of the ADSs American Depositary Shares outstanding (without giving effect to ADSs American Depositary Shares outstanding under (i) above), provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate. The Depositary may also set limits with respect to the number of ADSs American Depositary Shares and Shares involved in Pre-Release with any one person on a case-by-case basis as it deems appropriate. The Depositary may retain for its own account any compensation received by it in conjunction with the foregoing. Collateral provided pursuant to (b) abovein connection with Pre-Release transactions, but not the earnings thereon, shall be held for the benefit of the Holders Owners (other than the Applicant).

Pre-Release of ADSs. Subject to the further terms and provisions of this Section 2.112.09, the Depositary, its Affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its Affiliates and in ADSs. In its capacity as Depositary, the Depositary shall not lend Shares or ADSs; provided, however, that the Depositary may may, unless requested in writing by the Company to cease doing so, (i) issue ADSs prior to the receipt of Shares as contemplated pursuant to Section 2.3 2.03 and (ii) deliver Shares prior to the receipt of ADSs for withdrawal of Deposited Securities as contemplated in pursuant to Section 2.72.05, including ADSs which were issued under (i) above but for which Shares may not have been received (each such transaction a “Pre-ReleaseRelease Transaction”). The Depositary may receive ADSs in lieu of Shares under (i) above (which ADSs will promptly be canceled by the Depositary upon receipt by the Depositary) and receive Shares in lieu of ADSs under (ii) above. Each such Pre-Release Transaction will be (a) subject to a written agreement whereby the person or entity (the “Applicant”) to whom ADSs or Shares are to be delivered (w) represents that at the time of the Pre-Release Transaction the Applicant or its customer owns the Shares or ADSs that are to be delivered by the Applicant under such Pre-ReleaseRelease Transaction, (x) agrees to indicate the Depositary as owner of such Shares or ADSs in its records and to hold such Shares or ADSs in trust for the Depositary until such Shares or ADSs are delivered to the Depositary or the Custodian, (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ADSs, and (z) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days’ notice and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of ADSs and Shares involved in such Pre-Release Transactions at any one time to thirty percent (30%) of the ADSs outstanding (without giving effect to ADSs outstanding under (i) above), provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate. The Depositary may also set limits with respect to the number of ADSs and Shares involved in Pre-Release Transactions with any one person on a case-by-case basis as it deems appropriate. The Depositary may retain for its own account any compensation received by it in conjunction connection with the foregoing. Collateral provided pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the Holders Owners (other than the Applicant).