Preemptive ADS Rights Offer Clause Samples
Preemptive ADS Rights Offer i. The ADS Rights Agent will prepare, or cause to be prepared, for issuance to ADS Record Date Holders, ADS Rights Certificates substantially in the form attached hereto as Exhibit B (the “Preemptive ADS Rights Certificate”) evidencing, inter alia, the number of Preemptive ADS Rights issued to such ADS Record Date Holder. The Company authorizes the ADS Rights Agent to prepare the requisite Preemptive ADS Rights Certificates as soon as practicable after the date hereof and to cause to be destroyed any such Preemptive ADS Rights Certificates that are not issued as a result of the initial issuance of Preemptive ADS Rights and any transfer or assignment of all or a portion of the Preemptive ADS Rights in respect of which any such Preemptive ADS Rights Certificates were prepared.
ii. The ADS Rights Agent will cause to appear on each Preemptive ADS Rights Certificate, (i) the name of the Preemptive ADS Rights Holder to whom each such Preemptive ADS Rights Certificate is issued, (ii) the number of Preemptive ADS Rights to which such Preemptive ADS Rights Holder is entitled, and (iii) the certificate number of such Preemptive ADS Rights Certificate.
iii. The Company authorizes the ADS Rights Agent, in connection with the initial issuance of Preemptive ADS Rights Certificates or the subsequent issuance of any Preemptive ADS Rights Certificate as a result of any transfer or assignment of all or a portion thereof, to sign Preemptive ADS Rights Certificates by either the conformed manual or the facsimile signature of a duly authorized officer of the ADS Rights Agent. Until the ADS Rights Agent has signed a Preemptive ADS Rights Certificate, such Preemptive ADS Rights Certificate will not be valid or obligatory for any purpose.
Preemptive ADS Rights Offer. On July 3, 2019, the ADS Rights Agent will allocate to each ADS Record Date Holder approximately 0.326003 Preemptive ADS Rights for every ADS owned as of the ADS Record Date. Each one (1) full Preemptive ADS Right will entitle the Preemptive ADS Rights Holder thereof to subscribe for one (1) New ADS.
Preemptive ADS Rights Offer i. The Company hereby instructs the ADS Rights Agent to distribute or to cause to be distributed on July 3, 2019: (A) by first class mail, to each ADS Record Date Holder having an address of record within the United States on the ADS Record Date (each a “Domestic Preemptive ADS Rights Holder”): (x) a Preemptive ADS Rights Certificate representing the Preemptive ADS Rights to which such ADS Record Date Holder is entitled pursuant to the Preemptive ADS Rights Offer, as well as an instructions booklet substantially in the form set forth in Exhibit E attached hereto relating to, inter alia, the exercise and transfer of the Preemptive ADS Rights Certificate; and (y) a copy of the Prospectus, and (B) by air mail (without registration or insurance) to each ADS Record Date Holder having an address of record outside the United States on the ADS Record Date (each an “Overseas Preemptive ADS Rights Holder”), the documents described in clause (A) above, unless otherwise directed in writing to the ADS Rights Agent by the Company.
ii. The Company hereby instructs the ADS Rights Agent to distribute or to cause to be distributed (in each case on July 3, 2019) to DTC participants who beneficially own ADSs as of the ADS 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 F attached hereto; and (C) such client letter substantially in the form set forth in Exhibit G attached hereto. On July 3, 2019, the ADS Rights Agent will distribute to DTC, for credit to DTC participants as of the ADS Record Date, the requisite number of Preemptive ADS Rights described in Section 2(a) (approximately 0.326003 Preemptive ADS Rights for every ADS held as of the ADS Record Date).