Reporting Obligations and Regulatory Approvals. Notwithstanding any provision of the Deposit Agreement or of the ADRs and without limiting the foregoing, by being a Holder or Beneficial Owner of an ADS, each such Holder or Beneficial Owner agrees to provide such information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the U.K. Companies Act 2006 (as amended from time to time and including any statutory modification or reenactment thereof, the “Companies Act”) or the Articles of Association of the Company. By accepting or holding an ADS, each Holder and Beneficial Owner 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 noncomplying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Articles of Association. The Company reserves the right to instruct Holders and Beneficial Owners to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder and Beneficial Owner thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders and Beneficial Owners of the Company’s exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depositary, to the Company on the manner or manners in which it may enforce such rights with respect to any Holder or Beneficial Owner. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements and obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or Affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.
Appears in 4 contracts
Samples: Deposit Agreement (Arm Holdings PLC /Uk), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Arm Holdings LTD)
Reporting Obligations and Regulatory Approvals. Notwithstanding any provision of the Deposit Agreement or of the ADRs and without limiting the foregoing, by being a Holder or Beneficial Owner of an ADS, each such Holder or Beneficial Owner agrees to provide such information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the U.K. Companies Act 2006 (as amended from time to time and including any statutory modification or reenactment thereof, the “Companies Act”) or the Articles of Association of the Company. By accepting or holding an ADS, each Holder and Beneficial Owner 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 noncomplying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Articles of Association. The Company reserves the right to instruct Holders and Beneficial Owners to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder and Beneficial Owner thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders and Beneficial Owners of the Company’s exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depositary, to the Company on the manner or manners in which it may enforce such rights with respect to any Holder or Beneficial Owner. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or Affiliates affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations. Notwithstanding any other provision in the Deposit Agreement, each Holder and Beneficial Owner agrees to comply with the Company’s By-Laws, any other organizational document of the Company, and the laws and regulations of the Republic of France, in each case, as they may be amended from time to time, with respect to the disclosure requirements regarding ownership, and potential for ownership (including through any derivative instruments) of Shares, in share capital or voting rights, all as if the ADS(s) were the Shares represented thereby, which is deemed to include, inter alia, requirements to make notifications and filings within the required timeframes to the Company and the French Autorité des Marchés Financiers or any other authorities in the Republic of France. The Company has informed the Depositary that under French law in effect as of the date of this Deposit Agreement, (i) a Holder or Beneficial Owner who fails to comply with the requirements set forth in the preceding paragraphs shall not be permitted, in accordance with, and subject to limitations provided under French law, to exercise voting rights with respect to any Shares or securities representing Shares exceeding the thresholds as to which any required disclosure (as set forth in the preceding paragraph) has not been made until the end of a two-year (2) period following the date on which such Holder or Beneficial Owner has complied with such disclosure requirement, (ii) under certain circumstances a French court may eliminate all or part of the voting rights of such Holder or Beneficial Owner (and not just with respect to those Shares or securities representing Shares exceeding the disclosure thresholds), for a period not to exceed five (5) years, and (iii) such Holder or Beneficial Owner may be subject to criminal penalties in France.
Appears in 3 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Reporting Obligations and Regulatory Approvals. Notwithstanding any provision of the Deposit Agreement or of the ADRs and without limiting the foregoing, by being a Holder or Beneficial Owner of an ADS, each such Holder or Beneficial Owner agrees to provide such information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the U.K. Companies Act 2006 (as amended from time to time and including any statutory modification or reenactment thereof, the “Companies Act”) or the Articles of Association of the Company. By accepting or holding an ADS, each Holder and Beneficial Owner 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 noncomplying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Articles of Association. The Company reserves the right to instruct Holders and Beneficial Owners to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder and Beneficial Owner thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders and Beneficial Owners of the Company’s exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depositary, to the Company on the manner or manners in which it may enforce such rights with respect to any Holder or Beneficial Owner. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements and obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or Affiliates affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations. Notwithstanding any other provision of the Deposit Agreement, each Holder and Beneficial Owner agrees to comply with the Company’s By-Laws, any other organizational document of the Company, and the laws and regulations of the Republic of France, in each case, as they may be amended from time to time, with respect to the disclosure requirements regarding ownership, and potential for ownership (including through any derivative instruments) of Shares, in share capital or voting rights, all as if the ADS(s) were the Shares represented thereby, which is deemed to include, inter alia, requirements to make notifications and filings within the required timeframes to the Company and the French Autorité des Marchés Financiers or any other authorities in the Republic of France. The Company has informed the Depositary that under French law in effect as of the date of this Deposit Agreement, (i) a Holder or Beneficial Owner who fails to comply with the requirements set forth in the preceding paragraphs shall not be permitted, in accordance with, and subject to limitations provided under French law, to exercise voting rights with respect to any Shares or securities representing Shares exceeding the thresholds as to which any required disclosure (as set forth in the preceding paragraph) has not been made until the end of a two-year (2) period following the date on which such Holder or Beneficial Owner has complied with such disclosure requirement, (ii) under certain circumstances a French court may eliminate all or part of the voting rights of such Holder or Beneficial Owner (and not just with respect to those Shares or securities representing Shares exceeding the disclosure thresholds), for a period not to exceed five (5) years, and (iii) such Holder or Beneficial Owner may be subject to criminal penalties in France.
Appears in 2 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Reporting Obligations and Regulatory Approvals. Notwithstanding any provision of the Deposit Agreement or of the ADRs and without limiting the foregoing, by being a Holder or Beneficial Owner of an ADS, each such Holder or Beneficial Owner agrees to provide such information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the U.K. Companies Act 2006 (as amended from time to time and including any statutory modification or reenactment thereof, the “Companies Act”) or the Articles of Association of the Company. By accepting or holding an ADS, each Holder and Beneficial Owner 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 noncomplying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Articles of Association. The Company reserves the right to instruct Holders and Beneficial Owners to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder and Beneficial Owner thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders and Beneficial Owners of the Company’s exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depositary, to the Company on the manner or manners in which it may enforce such rights with respect to any Holder or Beneficial Owner. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements and for obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or Affiliates affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations. Notwithstanding any other provision of the Deposit Agreement, each Holder and Beneficial Owner agrees to comply with the Company’s Articles of Association, any other organizational document of the Company, and the laws and regulations of the French Republic, in each case, as they may be amended from time to time, with respect to the disclosure requirements regarding ownership, and potential for ownership (including through any derivative instruments) of Shares, in share capital or voting rights, all as if the ADS(s) were the Shares represented thereby, which is deemed to include, inter alia, requirements to make notifications and filings within the required timeframes to the Company and the French Autorité des Marchés Financiers or any other authorities in the French Republic. The Company has informed the Depositary that under French law in effect as of the date of the Deposit Agreement, (i) a Holder or Beneficial Owner who fails to comply with the requirements set forth in the preceding paragraphs shall not be permitted, in accordance with, and subject to limitations provided under French law, to exercise voting rights with respect to any Shares or securities representing Shares exceeding the thresholds as to which any required disclosure (as set forth in the preceding paragraph) has not been made until the end of a two-year (2) period following the date on which such Holder or Beneficial Owner has complied with such disclosure requirement, (ii) under certain circumstances a French court may eliminate all or part of the voting rights of such Holder or Beneficial Owner (and not just with respect to those Shares or securities representing Shares exceeding the disclosure thresholds), for a period not to exceed five (5) years, and (iii) such Holder or Beneficial Owner may be subject to criminal penalties in France.
Appears in 1 contract
Reporting Obligations and Regulatory Approvals. Notwithstanding any provision of the Deposit Agreement or of the ADRs and without limiting the foregoing, by being a Holder or Beneficial Owner of an ADS, each such Holder or Beneficial Owner agrees to provide such information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the U.K. Companies Act 2006 (as amended from time to time and including any statutory modification or reenactment thereof, the “Companies Act”) or the Articles of Association of the Company. By accepting or holding an ADS, each Holder and Beneficial Owner 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 noncomplying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Articles of Association. The Company reserves the right to instruct Holders and Beneficial Owners to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder and Beneficial Owner thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders and Beneficial Owners of the Company’s exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depositary, to the Company on the manner or manners in which it may enforce such rights with respect to any Holder or Beneficial Owner. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements and obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, determination and to file such reports, reports and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or Affiliates affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations. Notwithstanding any other provision of the Deposit Agreement, each Holder and Beneficial Owner agrees to comply with the Company's Articles of Association, as they may be amended from time to time, and the laws of the Republic of France with respect to the disclosure requirements regarding ownership of Shares, all as if the ADS(s) were the Shares represented thereby. In order to facilitate compliance with the notification requirements, a Holder or Beneficial Owner may deliver any notification to the Company with respect to Shares represented by ADSs, and the Company shall, as soon as practicable, forward such notification if applicable, to the Autorite des Marches Financiers or any other authorities in the Republic of France. The Company has informed the Depositary that under French law, (i) a Holder or Beneficial Owner who fails to comply with the requirements set forth in the preceding paragraphs shall not be permitted, in accordance with, and subject to limitations provided under French law, to exercise voting rights with respect to any Shares or securities representing Shares exceeding the above-referenced thresholds as to which any required disclosure (as set forth in the preceding paragraph) has not been made until the end of a two-year (2) period following the date on which such Holder or Beneficial Owner has complied with such disclosure requirement, (ii) under certain circumstances a French court may eliminate all or part of the voting rights of such Holder or Beneficial Owner (and not just with respect to those Shares or securities representing Shares exceeding the above-referenced disclosure thresholds), for a period not to exceed five (5) years and (iii) such Holder or Beneficial Owner may be subject to criminal penalties in France.
Appears in 1 contract
Samples: Deposit Agreement (Gaz De France)
Reporting Obligations and Regulatory Approvals. Notwithstanding any provision of the Deposit Agreement or of the ADRs and without limiting the foregoing, by being a Holder or Beneficial Owner of an ADS, each such Holder or Beneficial Owner agrees to provide such information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the U.K. Companies Act 2006 (as amended from time to time and including any statutory modification or reenactment thereof, the “Companies Act”) or the Articles of Association of the Company. By accepting or holding an ADS, each Holder and Beneficial Owner 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 noncomplying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Articles of Association. The Company reserves the right to instruct Holders and Beneficial Owners to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder and Beneficial Owner thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders and Beneficial Owners of the Company’s exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depositary, to the Company on the manner or manners in which it may enforce such rights with respect to any Holder or Beneficial Owner. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements and obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or Affiliates affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations. Notwithstanding any other provision of the Deposit Agreement, each Holder and Beneficial Owner agrees to comply with the Company’s Articles of Association, any other organizational document of the Company, and the laws and regulations of the French Republic, in each case, as they may be amended from time to time, with respect to the disclosure requirements regarding ownership, and potential for ownership (including through any derivative instruments) of Shares, in share capital or voting rights, all as if the ADS(s) were the Shares represented thereby, which is deemed to include, inter alia, requirements to make notifications and filings within the required timeframes to the Company and the French Autorité des Marchés Financiers or any other authorities in the French Republic. The Company has informed the Depositary that under French law in effect as of the date of this Deposit Agreement, (i) a Holder or Beneficial Owner who fails to comply with the requirements set forth in the preceding paragraphs shall not be permitted, in accordance with, and subject to limitations provided under French law, to exercise voting rights with respect to any Shares or securities representing Shares exceeding the thresholds as to which any required disclosure (as set forth in the preceding paragraph) has not been made until the end of a two-year (2) period following the date on which such Holder or Beneficial Owner has complied with such disclosure requirement, (ii) under certain circumstances a French court may eliminate all or part of the voting rights of such Holder or Beneficial Owner (and not just with respect to those Shares or securities representing Shares exceeding the disclosure thresholds), for a period not to exceed five (5) years, and (iii) such Holder or Beneficial Owner may be subject to criminal penalties in France.
Appears in 1 contract
Reporting Obligations and Regulatory Approvals. Notwithstanding any provision of the Deposit Agreement or of the ADRs and without limiting the foregoing, by being a Holder or Beneficial Owner of an ADS, each such Holder or Beneficial Owner agrees to provide such information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the U.K. Companies Act 2006 (as amended from time to time and including any statutory modification or reenactment thereof, the “Companies Act”) or the Articles of Association of the Company. By accepting or holding an ADS, each Holder and Beneficial Owner 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 noncomplying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Articles of Association. The Company reserves the right to instruct Holders and Beneficial Owners to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder and Beneficial Owner thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders and Beneficial Owners of the Company’s exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depositary, to the Company on the manner or manners in which it may enforce such rights with respect to any Holder or Beneficial Owner. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements and obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, determination and to file such reports, reports and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or Affiliates affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations. Notwithstanding any other provision of the Deposit Agreement, each Holder and Beneficial Owner agrees to comply with the Company’s Articles of Association, as they may be amended from time to time, and the laws of the Republic of France with respect to the disclosure requirements regarding ownership of Shares, all as if the ADS(s) were the Shares represented thereby. In order to facilitate compliance with the notification requirements, a Holder or Beneficial Owner may deliver any notification to the Company with respect to Shares represented by ADSs, and the Company shall, as soon as practicable, forward such notification if applicable, to the Autorité des Marchés Financiers or any other authorities in the Republic of France. The Company has informed the Depositary that under French law, (i) a Holder or Beneficial Owner who fails to comply with the requirements set forth in the preceding paragraphs shall not be permitted, in accordance with, and subject to limitations provided under French law, to exercise voting rights with respect to any Shares or securities representing Shares exceeding the above-referenced thresholds as to which any required disclosure (as set forth in the preceding paragraph) has not been made until the end of a two-year (2) period following the date on which such Holder or Beneficial Owner has complied with such disclosure requirement, (ii) under certain circumstances a French court may eliminate all or part of the voting rights of such Holder or Beneficial Owner (and not just with respect to those Shares or securities representing Shares exceeding the above-referenced disclosure thresholds), for a period not to exceed five (5) years and (iii) such Holder or Beneficial Owner may be subject to criminal penalties in France.
Appears in 1 contract
Reporting Obligations and Regulatory Approvals. Notwithstanding any provision of the Deposit Agreement or of the ADRs and without limiting the foregoing, by being a Holder or Beneficial Owner of an ADS, each such Holder or Beneficial Owner agrees to provide such information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the U.K. Companies Act 2006 (as amended from time to time and including any statutory modification or reenactment thereof, the “Companies Act”) or the Articles of Association of the Company. By accepting or holding an ADS, each Holder and Beneficial Owner 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 noncomplying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Articles of Association. The Company reserves the right to instruct Holders and Beneficial Owners to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder and Beneficial Owner thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders and Beneficial Owners of the Company’s exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depositary, to the Company on the manner or manners in which it may enforce such rights with respect to any Holder or Beneficial Owner. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements and obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or Affiliates affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations. Any Holder or Beneficial Owner, acting alone or in concert with others, that becomes the holder, directly or indirectly, of more than certain percentages provided by the laws and regulations of the French Republic and by the Articles of Association of the Company, of Deposited Securities or voting rights of the Company, or that increases or decreases its holding of Deposited Securities or voting rights above or below any of those percentages, is required to notify, in compliance with French law and regulations and with the Articles of Association of the Company, the Company and the French securities regulator (Autorité des marchés financiers) of the number of Deposited Securities and voting rights it holds (for the purposes of this paragraph, as if the ADS(s) were the Shares represented thereby). The Company has informed the Depositary that under the laws of the French Republic, (i) a Holder or Beneficial Owner who fails to comply with the requirements set forth in the preceding paragraphs shall not be permitted, in accordance with, and subject to limitations provided under the laws of the French Republic, to exercise voting rights with respect to any Shares or securities representing Shares exceeding the above-referenced thresholds as to which any required disclosure (as set forth in the preceding paragraph) has not been made until the end of a two-year (2) period following the date on which such Holder or Beneficial Owner has complied with such disclosure requirement, (ii) under certain circumstances a French court may eliminate all or part of the voting rights of such Holder or Beneficial Owner (and not just with respect to those Shares or securities representing Shares exceeding the above-referenced disclosure thresholds), for a period not to exceed five (5) years and (iii) such Holder or Beneficial Owner may be subject to criminal and civil penalties in the French Republic.
Appears in 1 contract
Reporting Obligations and Regulatory Approvals. Notwithstanding any provision of the Deposit Agreement or of the ADRs and without limiting the foregoing, by being a Holder or Beneficial Owner of an ADS, each such Holder or Beneficial Owner agrees to provide such information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the U.K. Companies Act 2006 (as amended from time to time and including any statutory modification or reenactment thereof, the “Companies Act”) or the Articles of Association of the Company. By accepting or holding an ADS, each Holder and Beneficial Owner 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 noncomplying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Articles of Association. The Company reserves the right to instruct Holders and Beneficial Owners to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder and Beneficial Owner thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders and Beneficial Owners of the Company’s exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depositary, to the Company on the manner or manners in which it may enforce such rights with respect to any Holder or Beneficial Owner. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements and obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or Affiliates affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations. Notwithstanding any other provision of the Deposit Agreement, each Holder and Beneficial Owner agrees to comply with the Company’s Articles of Association and any other organizational document, as they may be amended from time to time, and the laws and regulations of the Republic of France with respect to the disclosure requirements regarding ownership, and potential for ownership (including through any derivative instruments) of Shares, all as if the ADS(s) were the Shares represented thereby, which is deemed to include inter alia requirements to make notifications and filings within the required timeframes to the Company and the French Autorité des Marchés Financiers or any other authorities in the Republic of France. The Company has informed the Depositary that under French law in effect as of the date of this Deposit Agreement, (i) a Holder or Beneficial Owner who fails to comply with the requirements set forth in the preceding paragraphs shall not be permitted, in accordance with, and subject to limitations provided under French law, to exercise voting rights with respect to any Shares or securities representing Shares exceeding the above-referenced thresholds as to which any required disclosure (as set forth in the preceding paragraph) has not been made until the end of a two-year (2) period following the date on which such Holder or Beneficial Owner has complied with such disclosure requirement, (ii) under certain circumstances a French court may eliminate all or part of the voting rights of such Holder or Beneficial Owner (and not just with respect to those Shares or securities representing Shares exceeding the above-referenced disclosure thresholds), for a period not to exceed five (5) years and (iii) such Holder or Beneficial Owner may be subject to criminal penalties in France.
Appears in 1 contract