Restricted American Depositary Shares. The Depositary may from time to time, at the written request and expense of the Company, establish procedures enabling the deposit of Shares under the Deposit Agreement that are Restricted Securities in order to enable the Depositary to issue restricted American Depositary Shares representing such deposited Shares (such Shares that are Restricted Securities being “Restricted Shares” and the Receipts evidencing such Restricted American Depositary Shares being “Restricted Receipts"). The Company shall assist the Depositary in the establishment of such procedures and, in the Deposit Agreement agrees that it shall take all steps necessary and reasonably satisfactory to the Depositary to ensure that the establishment of such procedures does not violate the provisions of the Securities Act of 1933 or any other applicable laws. The depositors of such Restricted Shares and the holders of the Restricted American Depositary Shares may be required prior to the deposit of such Restricted Shares, the transfer of the Restricted Receipts and the Restricted American Depositary Shares evidenced thereby or the withdrawal of the Restricted Shares represented by Restricted American Depositary Shares to provide such written certifications, opinions of counsel and/or agreements as the Depositary or the Company may require. The Company shall provide to the Depositary in writing the legend(s) (the “Legends”) to be included in the account statements issued from time to time to Holders of Restricted American Depositary Shares, which legends shall be in a form reasonably satisfactory to the Depositary and shall contain the specific circumstances under which the Restricted Receipts and the Restricted American Depositary Shares represented thereby may be transferred or the Restricted Shares withdrawn. Any Restricted American Depositary Shares shall be issued in book-entry form on the books of the Depositary with such restrictions, notations and blocks to ensure that such Restricted American Depositary Shares may not be delivered off the books of the Depositary through the Direct Registration System. The terms "deliver," "execute," "issue," "register," "surrender," "transfer" or "cancel," when used with respect to book-entry Restricted American Depositary Shares, shall refer to an entry or entries on the books of the Depositary. The Depositary, the Company and each Holder of Restricted Receipts agrees that the following text of paragraph (6) of the form of Receipt shall not be applicable to persons depositing Restricted Shares against the issuance of Restricted American Depositary Shares: “that such Shares (A) are not ‘restricted securities’ as such term is defined in Rule 144 under the Securities Act of 1933 (‘Restricted Securities’) unless at the time of deposit the requirements of paragraphs (c), (e), (f) and (h) of Rule 144 shall not apply and such Shares may be freely transferred and may otherwise be offered and sold freely in the United States or (B) have been registered under the Securities Act of 1933. To the extent the person depositing Shares is an ‘affiliate’ of the Company as such term is defined in Rule 144, the person also represents and warrants that upon the sale of the American Depositary Shares, all of the provisions of Rule 144 which enable the Shares to be freely sold (in the form of American Depositary Shares) will be fully complied with and, as a result thereof, all of the ADSs issued in respect of such Shares will not be on the sale thereof, Restricted Securities”. In addition, the foregoing text shall not be applicable to Holders of Restricted American Depositary Shares unless and until each of following actions has been taken: (w) any applicable Legends and any stop-transfer instructions applicable to the Restricted American Depositary Shares on the Depositary’s records have been removed by the Depositary, (x) the Restricted American Depositary Shares and the Shares represented thereby have ceased to be Restricted Securities and the Restricted American Depositary Shares are treated by the Depositary on the same terms as the other American Depositary Shares issued and outstanding hereunder that are not Restricted American Depositary Shares, (y) the Depositary has moved the Shares represented by the Restricted American Depositary Shares to the general pool of Shares represented by the American Depositary Shares, and (z) the Depositary has taken all actions necessary to remove any distinctions, limitations and restrictions previously existing between the applicable Restricted American Depositary Shares and Restricted Receipts, respectively, on the one hand, and the other American Depositary Shares and Receipts that are not Restricted American Depositary Shares or Restricted Receipts, respectively, on the other hand, including, without limitation, by making the newly-unrestricted American Depositary Shares eligible for inclusion in the applicable book-entry settlement systems ((w), (x), (y) and (z), together, the “Restriction Removal Actions”).
Appears in 1 contract
Samples: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Restricted American Depositary Shares. The Depositary may from time to time, at the written request and expense of the Company, establish procedures enabling the deposit hereunder of Shares under the Deposit Agreement that are Restricted Securities in order to enable the Depositary to issue restricted American Depositary Shares Restricted ADRs representing such deposited Shares (such Shares that are Restricted Securities being “Restricted Shares” and the Receipts ADRs evidencing such Restricted American Depositary Shares ADSs being “Restricted Receipts"ADRs”). The Company shall assist the Depositary in the establishment of such procedures and, in the Deposit Agreement and agrees that it shall take all steps necessary and reasonably satisfactory to the Depositary to ensure that the establishment of such procedures does not violate the provisions of the Securities Act of 1933 or any other applicable laws. The depositors of such Restricted Shares and the holders of the Restricted American Depositary Shares ADSs may be required prior to the deposit of such Restricted Shares, the transfer of the Restricted Receipts ADRs and the Restricted American Depositary Shares ADSs evidenced thereby or the withdrawal of the Restricted Shares represented by Restricted American Depositary Shares ADSs to provide such written certifications, opinions of counsel and/or agreements as the Depositary or the Company may require. The Company shall provide to the Depositary in writing the legend(s) (the “Legends”) to be included in the account statements issued from time to time to Holders of Restricted American Depositary SharesADSs, which legends shall be in a form reasonably satisfactory to the Depositary and shall contain the specific circumstances under which the Restricted Receipts ADRs and the Restricted American Depositary Shares ADSs represented thereby may be transferred or the Restricted Shares withdrawn. Any Restricted American Depositary Shares ADSs shall be issued in book-entry form on the books of the Depositary with such restrictions, notations and blocks to ensure that such Restricted American Depositary Shares ADSs may not be delivered off the books of the Depositary through the Direct Registration System. The terms "“deliver," "” “execute," "” “issue," "” “register," "” “surrender," "” “transfer" ” or "“cancel," ” when used with respect to book-entry Restricted American Depositary SharesADSs, shall refer to an entry or entries on the books of the Depositary. The Depositary, the Company and each Holder of Restricted Receipts ADRs agrees that the following text of paragraph (61)(b) of the form of Receipt ADR shall not be applicable to persons depositing Restricted Shares against the issuance of Restricted American Depositary SharesADSs: “that , and (iv) such Shares (A) are not ‘restricted securities’ as such term is defined in Rule 144 under the Restricted Securities Act of 1933 (‘Restricted Securities’) unless at the time of deposit the requirements of paragraphs (c), (e), (f) and (h) of Rule 144 shall not apply and such Shares may be freely transferred and may otherwise be offered and sold freely in the United States or (B) have been registered under the Securities Act of 1933. To the extent the person depositing Shares is an ‘“affiliate’ ” of the Company as such term is defined in Rule 144, the person also represents and warrants that upon the sale of the American Depositary SharesADSs, all of the provisions of Rule 144 which enable the Shares to be freely sold (in the form of American Depositary SharesADSs) will be fully complied with andwith, or the ADSs have been sold pursuant to an effective registration statement under the Securities Act of 1933 covering the resale of such ADSs and the Shares represented thereby, and in either case, as a result thereof, all of the ADSs issued in respect of such Shares will not be on the sale thereof, Restricted Securities”. .” In addition, the foregoing text shall not be applicable to Holders of Restricted American Depositary Shares ADSs unless and until each of following actions has been taken: (w) any applicable Legends and any stop-transfer instructions applicable to the Restricted American Depositary Shares ADSs on the Depositary’s records have been removed by the Depositary, (x) the Restricted American Depositary Shares ADSs and the Shares represented thereby have ceased to be Restricted Securities and the Restricted American Depositary Shares ADSs are treated by the Depositary on the same terms as the other American Depositary Shares ADSs issued and outstanding hereunder that are not Restricted American Depositary SharesADSs, (y) the Depositary has moved the Shares represented by the Restricted American Depositary Shares ADSs to the general pool of Shares represented by the American Depositary SharesADSs, and (z) the Depositary has taken all actions necessary to remove any distinctions, limitations and restrictions previously existing between the applicable Restricted American Depositary Shares ADSs and Restricted ReceiptsADRs, respectively, on the one hand, and the other American Depositary Shares ADSs and Receipts ADRs that are not Restricted American Depositary Shares ADSs or Restricted ReceiptsADRs, respectively, on the other hand, including, without limitation, by making the newly-unrestricted American Depositary Shares ADSs eligible for inclusion in the applicable book-entry settlement systems ((w), (x), (y) and (z), together, the “Restriction Removal Actions”). At all times that the Restricted ADSs constitute Restricted Securities, and at all times before the Restriction Removal Actions are taken, the Holder thereof shall not offer, sell, pledge, distribute, dispose of or otherwise transfer such Restricted ADSs unless it shall have provided to the Depositary (a) a legal opinion of U.S. counsel, in form and substance, and from counsel, reasonably satisfactory to the Depositary, to the effect that (i) the Shares represented by the Restricted ADSs have been registered under the Securities Act of 1933 or (ii) such Restricted ADSs and the Shares represented thereby may be offered and sold without registration under the Securities Act of 1933 pursuant to an applicable exemption from the registration requirements thereof and (b) such other documentation as the Depositary may reasonably require. In the case of a transfer under clause (ii), the Restricted ADSs will continue to bear the Legends after such transfer and shall otherwise remain subject to the provisions of this Section 3(e). If a Holder surrenders Restricted ADSs for cancellation and withdrawal of Deposited Securities, the Depositary shall cancel the surrendered Restricted ADSs and deliver Deposited Securities only upon receipt of a certification and agreement in such form as the Depositary may reasonably request, signed by or on behalf of the person or entity that will be the beneficial owner of the Deposited Securities upon withdrawal, or, at the Depositary’s election, an opinion of U.S. counsel reasonably acceptable to the Depositary covering such matters as the Depositary may reasonably request, as well as such other opinions and documentation as the Depositary may reasonably require. All references in this Deposit Agreement to ADSs shall include any Restricted ADSs issued under this Section 3(e), and all references to ADRs or American Depositary Receipts shall include any Restricted ADRs evidencing Restricted ADSs. The ADR Register shall include American Depositary Receipts and Restricted ADRs that are noted with such restrictions, notations and blocks to ensure that such Restricted ADSs may not be delivered off the books of the Depositary through the Direct Registration System. To the extent that, in relation to any Restricted ADS, any term or provision of this Section 3(e) shall be inconsistent with any other terms or provisions of this Deposit Agreement, the terms and conditions of this Section 3(e) shall take precedence with respect to such Restricted ADS, only to the extent of such inconsistency, and shall to such extent govern the rights and obligations of the parties to this Deposit Agreement pertaining to such Restricted ADSs and the Shares represented thereby. References in this Deposit Agreement to the Direct Registration System and Direct Registration ADRs shall not be deemed to apply to the Restricted ADSs or Restricted ADRs. References in this Deposit Agreement to Restricted ADRs shall refer to any written confirmation of book-entry notation provided to the Holder of such Restricted ADSs. If the Restricted ADRs and the Restricted ADSs represented thereby cease to be Restricted Securities, then upon the Depositary’s receipt of (1) an opinion of U.S. counsel reasonably acceptable to the Depositary covering such matters as the Depositary may reasonably request, (2) one or more opinions of Cayman Islands and ROC counsels reasonably acceptable to the Depositary covering such matters as the Depositary may reasonably request, (3) an instruction letter and agreement from the Holder of the Restricted ADRs covering such matters as the Depositary may reasonably require, (4) instructions from the Company to undertake the Restriction Removal Actions, (5) any certifications and other documentation specified in this Deposit Agreement or otherwise reasonably required by the Depositary and (6) compliance with any procedures established or otherwise required by the Depositary, the Depositary shall undertake the Restriction Removal Actions.
Appears in 1 contract
Samples: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Restricted American Depositary Shares. The Depositary may from time to time, at the written request and expense of the Company, establish procedures enabling the deposit of Shares under the Deposit Agreement of Shares that are Restricted Securities in order to enable the Depositary to issue restricted American Depositary Shares Restricted ADRs representing such deposited Shares (such Shares that are Restricted Securities being “Restricted Shares” and the Receipts ADRs evidencing such Restricted American Depositary Shares ADSs being “Restricted Receipts"ADRs”). The Company shall assist the Depositary in the establishment of such procedures and, in the Deposit Agreement and agrees that it shall take all steps necessary and reasonably satisfactory to the Depositary to ensure that the establishment of such procedures does not violate the provisions of the Securities Act of 1933 or any other applicable laws. The depositors of such Restricted Shares and the holders of the Restricted American Depositary Shares ADSs may be required prior to the deposit of such Restricted Shares, the transfer of the Restricted Receipts ADRs and the Restricted American Depositary Shares ADSs evidenced thereby or the withdrawal of the Restricted Shares represented by Restricted American Depositary Shares ADSs to provide such written certifications, opinions of counsel and/or agreements as the Depositary or the Company may require. The Company shall provide to the Depositary in writing the legend(s) (the “Legends”) to be included in the account statements issued from time to time to Holders of Restricted American Depositary SharesADSs, which legends shall be in a form reasonably satisfactory to the Depositary and shall contain the specific circumstances under which the Restricted Receipts ADRs and the Restricted American Depositary Shares ADSs represented thereby may be transferred or the Restricted Shares withdrawn. Any Restricted American Depositary Shares ADSs shall be issued in book-entry form on the books of the Depositary with such restrictions, notations and blocks to ensure that such Restricted American Depositary Shares ADSs may not be delivered off the books of the Depositary through the Direct Registration System. The terms "“deliver," "” “execute," "” “issue," "” “register," "” “surrender," "” “transfer" ” or "“cancel," ” when used with respect to book-entry Restricted American Depositary SharesADSs, shall refer to an entry or entries on the books of the Depositary. The Depositary, the Company and each Holder of Restricted Receipts ADRs agrees that the following text of paragraph (61)(b) of the form of Receipt ADR shall not be applicable to persons depositing Restricted Shares against the issuance of Restricted American Depositary SharesADSs: “that , and (iv) such Shares (A) are not ‘restricted securities’ as such term is defined in Rule 144 under the Restricted Securities Act of 1933 (‘Restricted Securities’) unless at the time of deposit the requirements of paragraphs (c), (e), (f) and (h) of Rule 144 shall not apply and such Shares may be freely transferred and may otherwise be offered and sold freely in the United States or (B) have been registered under the Securities Act of 1933. To the extent the person depositing Shares is an ‘“affiliate’ ” of the Company as such term is defined in Rule 144, the person also represents and warrants that upon the sale of the American Depositary SharesADSs, all of the provisions of Rule 144 which enable the Shares to be freely sold (in the form of American Depositary SharesADSs) will be fully complied with andwith, or the ADSs have been sold pursuant to an effective registration statement under the Securities Act of 1933 covering the resale of such ADSs and the Shares represented thereby, and in either case, as a result thereof, all of the ADSs issued in respect of such Shares will not be on the sale thereof, Restricted Securities”. .” In addition, the foregoing text shall not be applicable to Holders of Restricted American Depositary Shares ADSs unless and until each of following actions has been taken: (w) any applicable Legends and any stop-transfer instructions applicable to the Restricted American Depositary Shares ADSs on the Depositary’s records have been removed by the Depositary, (x) the Restricted American Depositary Shares ADSs and the Shares represented thereby have ceased to be Restricted Securities and the Restricted American Depositary Shares ADSs are treated by the Depositary on the same terms as the other American Depositary Shares ADSs issued and outstanding hereunder under the Deposit Agreement that are not Restricted American Depositary SharesADSs, (y) the Depositary has moved the Shares represented by the Restricted American Depositary Shares ADSs to the general pool of Shares represented by the American Depositary SharesADSs, and (z) the Depositary has taken all actions necessary to remove any distinctions, limitations and restrictions previously existing between the applicable Restricted American Depositary Shares ADSs and Restricted ReceiptsADRs, respectively, on the one hand, and the other American Depositary Shares ADSs and Receipts ADRs that are not Restricted American Depositary Shares ADSs or Restricted ReceiptsADRs, respectively, on the other hand, including, without limitation, by making the newly-unrestricted American Depositary Shares ADSs eligible for inclusion in the applicable book-entry settlement systems ((w), (x), (y) and (z), together, the “Restriction Removal Actions”). At all times that the Restricted ADSs constitute Restricted Securities, and at all times before the Restriction Removal Actions are taken, the Holder thereof shall not offer, sell, pledge, distribute, dispose of or otherwise transfer such Restricted ADSs unless it shall have provided to the Depositary (a) a legal opinion of U.S. counsel, in form and substance, and from counsel, reasonably satisfactory to the Depositary, to the effect that (i) the Shares represented by the Restricted ADSs have been registered under the Securities Act of 1933 or (ii) such Restricted ADSs and the Shares represented thereby may be offered and sold without registration under the Securities Act of 1933 pursuant to an applicable exemption from the registration requirements thereof and (b) such other documentation as the Depositary may reasonably require. In the case of a transfer under clause (ii), the Restricted ADSs will continue to bear the Legends after such transfer and shall otherwise remain subject to the provisions of this Section 3(e) of the Deposit Agreement. If a Holder surrenders Restricted ADSs for cancellation and withdrawal of Deposited Securities, the Depositary shall cancel the surrendered Restricted ADSs and deliver Deposited Securities only upon receipt of a certification and agreement in such form as the Depositary may reasonably request, signed by or on behalf of the person or entity that will be the beneficial owner of the Deposited Securities upon withdrawal, or, at the Depositary’s election, an opinion of U.S. counsel reasonably acceptable to the Depositary covering such matters as the Depositary may reasonably request, as well as such other opinions and documentation as the Depositary may reasonably require. All references in the Deposit Agreement to ADSs shall include any Restricted ADSs issued under this Section 3(e), and all references to ADRs or American Depositary Receipts shall include any Restricted ADRs evidencing Restricted ADSs. The ADR Register shall include American Depositary Receipts and Restricted ADRs that are noted with such restrictions, notations and blocks to ensure that such Restricted ADSs may not be delivered off the books of the Depositary through the Direct Registration System. To the extent that, in relation to any Restricted ADS, any term or provision of Section 3(e) of the Deposit Agreement shall be inconsistent with any other terms or provisions of the Deposit Agreement, the terms and conditions of Section 3(e) of the Deposit Agreement shall take precedence with respect to such Restricted ADS, only to the extent of such inconsistency, and shall to such extent govern the rights and obligations of the parties to the Deposit Agreement pertaining to such Restricted ADSs and the Shares represented thereby. References in the Deposit Agreement to the Direct Registration System and Direct Registration ADRs shall not be deemed to apply to the Restricted ADSs or Restricted ADRs. References in the Deposit Agreement to Restricted ADRs shall refer to any written confirmation of book-entry notation provided to the Holder of such Restricted ADSs. If the Restricted ADRs and the Restricted ADSs represented thereby cease to be Restricted Securities, then upon the Depositary’s receipt of (1) an opinion of U.S. counsel reasonably acceptable to the Depositary covering such matters as the Depositary may reasonably request, (2) one or more opinions of Cayman Islands and ROC counsels reasonably acceptable to the Depositary covering such matters as the Depositary may reasonably request, (3) an instruction letter and agreement from the Holder of the Restricted ADRs covering such matters as the Depositary may reasonably require, (4) instructions from the Company to undertake the Restriction Removal Actions, (5) any certifications and other documentation specified in the Deposit Agreement or otherwise reasonably required by the Depositary and (6) compliance with any procedures established or otherwise required by the Depositary, the Depositary shall undertake the Restriction Removal Actions.
Appears in 1 contract
Samples: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Restricted American Depositary Shares. The Depositary may from time to time, at the written request and expense of the Company, establish procedures enabling the deposit of Shares under the Deposit Agreement that are Restricted Securities in order to enable the Depositary to issue restricted American Depositary Shares representing such deposited Shares (such Shares that are Restricted Securities being “Restricted Shares” and the Receipts evidencing such Restricted American Depositary Shares being “Restricted Receipts"). The Company shall assist the Depositary in the establishment of such procedures and, in the Deposit Agreement agrees that it shall take all steps necessary and reasonably satisfactory to the Depositary to ensure that the establishment of such procedures does not violate the provisions of the Securities Act of 1933 or any other applicable laws. The depositors of such Restricted Shares and the holders of the Restricted American Depositary Shares may be required prior to the deposit of such Restricted Shares, the transfer of the Restricted Receipts and the Restricted American Depositary Shares evidenced thereby or the withdrawal of the Restricted Shares represented by Restricted American Depositary Shares to provide such written certifications, opinions of counsel and/or agreements as the Depositary or the Company may require. The Company shall provide to the Depositary in writing the legend(s) (the “Legends”) to be included in the account statements issued from time to time to Holders of Restricted American Depositary Shares, which legends shall be in a form reasonably satisfactory to the Depositary and shall contain the specific circumstances under which the Restricted Receipts and the Restricted American Depositary Shares represented thereby may be transferred or the Restricted Shares withdrawn. Any Restricted American Depositary Shares shall be issued in book-entry form on the books of the Depositary with such restrictions, notations and blocks to ensure that such Restricted American Depositary Shares may not be delivered off the books of the Depositary through the Direct Registration System. The terms "deliver," "execute," "issue," "register," "surrender," "transfer" or "cancel," when used with respect to book-entry Restricted American Depositary Shares, shall refer to an entry or entries on the books of the Depositary. The Depositary, the Company and each Holder of Restricted Receipts agrees that the following text of paragraph (6) of the form of Receipt shall not be applicable to persons depositing Restricted Shares against the issuance of Restricted American Depositary Shares: “that such Shares (A) are not ‘restricted securities’ as such term is defined in Rule 144 under the Securities Act of 1933 (‘Restricted Securities’) unless at the time of deposit the requirements of paragraphs (c), (e), (f) and (h) of Rule 144 shall not apply and such Shares may be freely transferred and may otherwise be offered and sold freely in the United States or (B) have been registered under the Securities Act of 1933. To the extent the person depositing Shares is an ‘affiliate’ of the Company as such term is defined in Rule 144, the person also represents and warrants that upon the sale of the American Depositary Shares, all of the provisions of Rule 144 which enable the Shares to be freely sold (in the form of American Depositary Shares) will be fully complied with and, as a result thereof, all of the ADSs issued in respect of such Shares will not be on the sale thereof, Restricted Securities”. In addition, the foregoing text shall not be applicable to Holders of Restricted American Depositary Shares unless and until each of following actions has been taken: (w) any applicable Legends and any stop-transfer instructions applicable to the Restricted American Depositary Shares on the Depositary’s records have been removed by the Depositary, (x) the Restricted American Depositary Shares and the Shares represented thereby have ceased to be Restricted Securities and the Restricted American Depositary Shares are treated by the Depositary on the same terms as the other American Depositary Shares issued and outstanding hereunder that are not Restricted American Depositary Shares, (y) the Depositary has moved the Shares represented by the Restricted American Depositary Shares to the general pool of Shares represented by the American Depositary Shares, and (z) the Depositary has taken all actions necessary to remove any distinctions, limitations and restrictions previously existing between the applicable Restricted American Depositary Shares and Restricted Receipts, respectively, on the one hand, and the other American Depositary Shares and Receipts that are not Restricted American Depositary Shares or Restricted Receipts, respectively, on the other hand, including, without limitation, by making the newly-unrestricted American Depositary Shares eligible for inclusion in the applicable book-entry settlement systems ((w), (x), (y) and (z), together, the “Restriction Removal Actions”). At all times that the Restricted American Depositary Shares constitute Restricted Securities, and at all times before the Restriction Removal Actions are taken, the Holder thereof shall not offer, sell, pledge, distribute, dispose of or otherwise transfer such Restricted American Depositary Shares unless it shall have provided to the Depositary (a) a legal opinion of U.S. counsel, in form and substance, and from counsel, reasonably satisfactory to the Depositary, to the effect that (i) the Shares represented by the Restricted American Depositary Shares have been registered under the Securities Act of 1933 or (ii) such Restricted American Depositary Shares and the Shares represented thereby may be offered and sold without registration under the Securities Act of 1933 pursuant to an applicable exemption from the registration requirements thereof and (b) such other documentation as the Depositary may reasonably require. In the case of a transfer under clause (ii), the Restricted American Depositary Shares will continue to bear the Legends after such transfer and shall otherwise remain subject to the provisions of Section 2.11 of the Deposit Agreement. If a Holder surrenders Restricted American Depositary Shares for cancellation and withdrawal of Deposited Securities, the Depositary shall cancel the surrendered Restricted American Depositary Shares and deliver Deposited Securities only upon receipt of a certification and agreement in such form as the Depositary may reasonably request, signed by or on behalf of the person or entity that will be the beneficial owner of the Deposited Securities upon withdrawal, or, at the Depositary’s election, an opinion of U.S. counsel reasonably acceptable to the Depositary covering such matters as the Depositary may reasonably request, as well as such other opinions and documentation as the Depositary may reasonably require. All references in the Deposit Agreement to American Depositary Shares shall include any Restricted American Depositary Shares issued under Section 2.11 of the Deposit Agreement, and all references to Receipts or American Depositary Receipts shall include any Restricted Receipts evidencing Restricted American Depositary Shares. The Receipt Register shall include American Depositary Receipts and Restricted Receipts that are noted with such restrictions, notations and blocks to ensure that such Restricted American Depositary Shares may not be delivered off the books of the Depositary through the Direct Registration System. To the extent that, in relation to any Restricted American Depositary Share, any term or provision of Section 2.11 of the Deposit Agreement shall be inconsistent with any other terms or provisions of the Deposit Agreement, the terms and conditions of Section 2.11 of the Deposit Agreement shall take precedence with respect to such Restricted American Depositary Share, only to the extent of such inconsistency, and shall to such extent govern the rights and obligations of the parties to the Deposit Agreement pertaining to such Restricted American Depositary Shares and the Shares represented thereby. References in the Deposit Agreement and the Receipts to the Direct Registration System and Direct Registration Receipts shall not be deemed to apply to the Restricted American Depositary Shares or Restricted Receipts. References in the Deposit Agreement and Receipts to Restricted Receipts shall refer to any written confirmation of book-entry notation provided to the Holder of such Restricted American Depositary Shares. If the Restricted Receipts and the Restricted American Depositary Shares represented thereby cease to be Restricted Securities, then upon the Depositary’s receipt of (1) an opinion of U.S. counsel reasonably acceptable to the Depositary covering such matters as the Depositary may reasonably request, (2) one or more opinions of English counsels reasonably acceptable to the Depositary covering such matters as the Depositary may reasonably request, (3) an instruction letter and agreement from the Holder of the Restricted Receipts covering such matters as the Depositary may reasonably require, (4) instructions from the Company to undertake the Restriction Removal Actions, (5) any certifications and other documentation specified in the Deposit Agreement or otherwise reasonably required by the Depositary and (6) compliance with any procedures established or otherwise required by the Depositary, the Depositary shall undertake the Restriction Removal Actions.
Appears in 1 contract
Samples: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Restricted American Depositary Shares. The Depositary may from time to time, at the written request and expense of the Company, establish procedures enabling the deposit hereunder of Shares under the Deposit Agreement that are Restricted Securities in order to enable the Depositary to issue restricted American Depositary Shares representing such deposited Shares (such Shares that are Restricted Securities being “Restricted Shares” and the Receipts evidencing such Restricted American Depositary Shares being “Restricted Receipts"). The Company shall assist the Depositary in the establishment of such procedures and, in the Deposit Agreement and agrees that it shall take all steps necessary and reasonably satisfactory to the Depositary to ensure that the establishment of such procedures does not violate the provisions of the Securities Act of 1933 or any other applicable laws. The depositors of such Restricted Shares and the holders of the Restricted American Depositary Shares may be required prior to the deposit of such Restricted Shares, the transfer of the Restricted Receipts and the Restricted American Depositary Shares evidenced thereby or the withdrawal of the Restricted Shares represented by Restricted American Depositary Shares to provide such written certifications, opinions of counsel and/or agreements as the Depositary or the Company may require. The Company shall provide to the Depositary in writing the legend(s) (the “Legends”) to be included in the account statements issued from time to time to Holders of Restricted American Depositary Shares, which legends shall be in a form reasonably satisfactory to the Depositary and shall contain the specific circumstances under which the Restricted Receipts and the Restricted American Depositary Shares represented thereby may be transferred or the Restricted Shares withdrawn. Any Restricted American Depositary Shares shall be issued in book-entry form on the books of the Depositary with such restrictions, notations and blocks to ensure that such Restricted American Depositary Shares may not be delivered off the books of the Depositary through the Direct Registration System. The terms "deliver," "execute," "issue," "register," "surrender," "transfer" or "cancel," when used with respect to book-entry Restricted American Depositary Shares, shall refer to an entry or entries on the books of the Depositary. The Depositary, the Company and each Holder of Restricted Receipts agrees that the following text of paragraph (6) of the form of Receipt shall not be applicable to persons depositing Restricted Shares against the issuance of Restricted American Depositary Shares: “that such Shares (A) are not ‘restricted securities’ as such term is defined in Rule 144 under the Securities Act of 1933 (‘Restricted Securities’) unless at the time of deposit the requirements of paragraphs (c), (e), (f) and (h) of Rule 144 shall not apply and such Shares may be freely transferred and may otherwise be offered and sold freely in the United States or (B) have been registered under the Securities Act of 1933. To the extent the person depositing Shares is an ‘affiliate’ of the Company as such term is defined in Rule 144, the person also represents and warrants that upon the sale of the American Depositary Shares, all of the provisions of Rule 144 which enable the Shares to be freely sold (in the form of American Depositary Shares) will be fully complied with and, as a result thereof, all of the ADSs issued in respect of such Shares will not be on the sale thereof, Restricted Securities”. In addition, the foregoing text shall not be applicable to Holders of Restricted American Depositary Shares unless and until each of following actions has been taken: (w) any applicable Legends and any stop-transfer instructions applicable to the Restricted American Depositary Shares on the Depositary’s records have been removed by the Depositary, (x) the Restricted American Depositary Shares and the Shares represented thereby have ceased to be Restricted Securities and the Restricted American Depositary Shares are treated by the Depositary on the same terms as the other American Depositary Shares issued and outstanding hereunder that are not Restricted American Depositary Shares, (y) the Depositary has moved the Shares represented by the Restricted American Depositary Shares to the general pool of Shares represented by the American Depositary Shares, and (z) the Depositary has taken all actions necessary to remove any distinctions, limitations and restrictions previously existing between the applicable Restricted American Depositary Shares and Restricted Receipts, respectively, on the one hand, and the other American Depositary Shares and Receipts that are not Restricted American Depositary Shares or Restricted Receipts, respectively, on the other hand, including, without limitation, by making the newly-unrestricted American Depositary Shares eligible for inclusion in the applicable book-entry settlement systems ((w), (x), (y) and (z), together, the “Restriction Removal Actions”). At all times that the Restricted American Depositary Shares constitute Restricted Securities, and at all times before the Restriction Removal Actions are taken, the Holder thereof shall not offer, sell, pledge, distribute, dispose of or otherwise transfer such Restricted American Depositary Shares unless it shall have provided to the Depositary (a) a legal opinion of U.S. counsel, in form and substance, and from counsel, reasonably satisfactory to the Depositary, to the effect that (i) the Shares represented by the Restricted American Depositary Shares have been registered under the Securities Act of 1933 or (ii) such Restricted American Depositary Shares and the Shares represented thereby may be offered and sold without registration under the Securities Act of 1933 pursuant to an applicable exemption from the registration requirements thereof and (b) such other documentation as the Depositary may reasonably require. In the case of a transfer under clause (ii), the Restricted American Depositary Shares will continue to bear the Legends after such transfer and shall otherwise remain subject to the provisions of this Section 2.11. If a Holder surrenders Restricted American Depositary Shares for cancellation and withdrawal of Deposited Securities, the Depositary shall cancel the surrendered Restricted American Depositary Shares and deliver Deposited Securities only upon receipt of a certification and agreement in such form as the Depositary may reasonably request, signed by or on behalf of the person or entity that will be the beneficial owner of the Deposited Securities upon withdrawal, or, at the Depositary’s election, an opinion of U.S. counsel reasonably acceptable to the Depositary covering such matters as the Depositary may reasonably request, as well as such other opinions and documentation as the Depositary may reasonably require. All references in this Deposit Agreement to American Depositary Shares shall include any Restricted American Depositary Shares issued under this Section 2.11, and all references to Receipts or American Depositary Receipts shall include any Restricted Receipts evidencing Restricted American Depositary Shares. The Receipt Register shall include American Depositary Receipts and Restricted Receipts that are noted with such restrictions, notations and blocks to ensure that such Restricted American Depositary Shares may not be delivered off the books of the Depositary through the Direct Registration System. To the extent that, in relation to any Restricted American Depositary Share, any term or provision of this Section 2.11 shall be inconsistent with any other terms or provisions of this Deposit Agreement, the terms and conditions of this Section 2.11 shall take precedence with respect to such Restricted American Depositary Share, only to the extent of such inconsistency, and shall to such extent govern the rights and obligations of the parties to this Deposit Agreement pertaining to such Restricted American Depositary Shares and the Shares represented thereby. References in this Deposit Agreement to the Direct Registration System and Direct Registration Receipts shall not be deemed to apply to the Restricted American Depositary Shares or Restricted Receipts. References in this Deposit Agreement to Restricted Receipts shall refer to any written confirmation of book-entry notation provided to the Holder of such Restricted American Depositary Shares. If the Restricted Receipts and the Restricted American Depositary Shares represented thereby cease to be Restricted Securities, then upon the Depositary’s receipt of (1) an opinion of U.S. counsel reasonably acceptable to the Depositary covering such matters as the Depositary may reasonably request, (2) one or more opinions of English counsels reasonably acceptable to the Depositary covering such matters as the Depositary may reasonably request, (3) an instruction letter and agreement from the Holder of the Restricted Receipts covering such matters as the Depositary may reasonably require, (4) instructions from the Company to undertake the Restriction Removal Actions, (5) any certifications and other documentation specified in this Deposit Agreement or otherwise reasonably required by the Depositary and (6) compliance with any procedures established or otherwise required by the Depositary, the Depositary shall undertake the Restriction Removal Actions.
Appears in 1 contract
Samples: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Restricted American Depositary Shares. The Depositary may from time to timeshall, at the written request and expense of the Company, establish procedures enabling the deposit hereunder of Shares under the Deposit Agreement that are Restricted Securities in order to enable the holder of such Shares to hold its ownership interests in such Restricted Shares in the form of American Depositary Shares issued under the terms hereof (such Shares, “Restricted Shares”). Upon receipt of a written request from the Company to issue restricted accept Restricted Shares for deposit hereunder, the Depositary agrees to establish procedures permitting the deposit of such Restricted Shares and the issuance of American Depositary Shares representing such deposited Restricted Shares (such Shares that are Restricted Securities being American Depositary Shares, the “Restricted American Depositary Shares,” and the Receipts evidencing such Restricted American Depositary Shares being Shares, the “Restricted Receipts"”). The Company shall assist the Depositary in the establishment of such procedures and, in the Deposit Agreement and agrees that it shall take all reasonable steps necessary and reasonably satisfactory to the Depositary to ensure that the establishment of such procedures does not violate the provisions of the Securities Act of 1933 or any other applicable laws. The depositors of such Restricted Shares and the holders of the Restricted American Depositary Shares may be required prior to the deposit of such Restricted Shares, the transfer of the Restricted Receipts and the Restricted American Depositary Shares evidenced thereby or the withdrawal of the Restricted Shares represented by Restricted American Depositary Shares to provide such written certifications, certifications or agreements or such opinions of counsel and/or agreements as the Depositary or the Company may require. The Company shall provide to the Depositary in writing the legend(s) (the “Legends”) to be included in affixed to the account statements issued from time to time to Holders of Restricted American Depositary SharesReceipts, which legends shall (a) be in a form reasonably satisfactory to the Depositary and shall (b) contain the specific circumstances under which the Restricted Receipts and the Restricted American Depositary Shares represented thereby may be transferred or the Restricted Shares withdrawn. Any The Restricted American Depositary Shares issued upon the deposit of Restricted Shares shall be issued in book-entry form separately identified on the books of the Depositary with such restrictions, notations and blocks to ensure that such the Restricted American Depositary Shares may not so deposited shall be delivered off held separate and distinct from the books of the Depositary through the Direct Registration Systemother Deposited Securities held hereunder. The terms "deliver," "execute," "issue," "register," "surrender," "transfer" or "cancel," when used with respect to book-entry Restricted American Depositary Shares, shall refer to an entry or entries on the books of the Depositary. The Depositary, the Company and each Holder of Restricted Receipts agrees that the following text of paragraph (6) of the form of Receipt shall not be applicable to persons depositing Restricted Shares against the issuance of Restricted American Depositary Shares: “that such Shares (A) are not ‘restricted securities’ as such term is defined in Rule 144 under the Securities Act of 1933 (‘Restricted Securities’) unless at the time of deposit the requirements of paragraphs (c), (e), (f) and (h) of Rule 144 shall not apply and such Shares may be freely transferred and may otherwise be offered and sold freely in the United States or (B) have been registered under the Securities Act of 1933. To the extent the person depositing Shares is an ‘affiliate’ of the Company as such term is defined in Rule 144, the person also represents and warrants that upon the sale of the American Depositary Shares, all of the provisions of Rule 144 which enable the Shares to be freely sold (in the form of American Depositary Shares) will be fully complied with and, as a result thereof, all of the ADSs issued in respect of such Shares will not be on the sale thereof, Restricted Securities”. In addition, the foregoing text shall not be applicable to Holders of Restricted American Depositary Shares unless and until each of following actions has been taken: (w) any applicable Legends and any stop-transfer instructions applicable to the Restricted American Depositary Shares on the Depositary’s records have been removed by the Depositary, (x) the Restricted American Depositary Shares and the Shares represented thereby have ceased to be Restricted Securities and the Restricted American Depositary Shares are treated by shall not be eligible for Pre-Release transactions. The Restricted American Depositary Shares shall not be eligible for inclusion in any book-entry settlement system, including, without limitation, DTC, and shall not in any way be fungible with the Depositary on the same terms as the other American Depositary Shares issued and outstanding hereunder under the terms hereof that are not Restricted American Depositary Shares, (y) the Depositary has moved the Shares represented by but may be uncertificated securities. The Restricted Receipts and the Restricted American Depositary Shares evidenced thereby shall be transferable only by the Owner thereof upon delivery to the general pool Depositary of (i) all documentation otherwise contemplated by this Deposit Agreement and (ii) an opinion of counsel reasonably satisfactory to the Depositary setting forth, inter alia, the conditions upon which the Restricted Receipt presented is, and the Restricted American Depositary Shares represented evidenced thereby are, transferable by the Owner thereof under applicable securities laws and the transfer restrictions contained in the legend set forth on the Restricted Receipt presented for transfer. Except as set forth in this Section 2.12 and except as required by applicable law, the Restricted Receipts and the Restricted American Depositary Shares evidenced thereby shall be treated as Receipts and American Depositary Shares issued and outstanding under the terms of the Deposit Agreement. In the event that, in determining the rights and obligations of parties hereto with respect to any Restricted American Depositary Shares, any conflict arises between (1) the terms of the Deposit Agreement (other than this Section 2.12) and (2) the terms of this Section 2.12 or the applicable Restricted Receipt, the terms and conditions set forth in this Section 2.12 and of the Restricted Receipt shall be controlling and shall govern the rights and obligations of the parties to the Deposit Agreement pertaining to the deposited Restricted Shares, the Restricted American Depositary Shares and Restricted Receipts. If the Restricted Receipts, the Restricted American Depositary Shares and the Restricted Shares cease to be Restricted Securities, the Depositary, upon receipt of (A) an opinion of counsel reasonably satisfactory to the Depositary setting forth, inter alia, that the Restricted Receipts, the Restricted American Depositary Shares and the Restricted Shares are not as of such time Restricted Securities, and (B) instructions from the Company to remove the restrictions applicable to the Restricted Receipts, the Restricted American Depositary Shares and the Restricted Shares, shall (x) eliminate the distinctions and separations between the applicable Restricted Shares held on deposit under this Section 2.12 and the other Shares held on deposit under the terms of the Deposit Agreement that are not Restricted Shares, (y) treat the newly unrestricted Receipts and American Depositary Shares on the same terms as, and fully fungible with, the other Receipts and American Depositary Shares issued and outstanding under the terms of this Deposit Agreement that are not Restricted Receipts or Restricted American Depositary Shares, and (z) the Depositary has taken take all actions necessary to remove any distinctions, limitations and restrictions previously existing under this Section 2.12 between the applicable Restricted Receipts and Restricted American Depositary Shares and Restricted ReceiptsShares, respectively, on the one hand, and the other Receipts and American Depositary Shares and Receipts that are not Restricted Receipts or Restricted American Depositary Shares or Restricted ReceiptsShares, respectively, on the other hand, including, without limitation, by making the newly-unrestricted American Depositary Shares eligible for Pre-Release transactions and for inclusion in the applicable book-entry settlement systems ((w), (x), (y) and (z), together, the “Restriction Removal Actions”)systems.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
