Examples of Parent ADRs in a sentence
Parent shall, following the Closing, pay all stamp duties, stamp duty reserve tax and other taxes and similar levies imposed in connection with the issuance or creation of the Parent Ordinary Shares, Parent ADSs and any Parent ADRs in connection therewith (such Parent Ordinary Shares or Parent ADSs to be received by a holder may be referred to in this Agreement as "Parent Shares").
Parent shall use its reasonable best efforts to cause the Parent ADRs issuable pursuant to the Merger to be approved for listing on the Exchange, subject to official notice of issuance, as promptly as practicable after the establishment of the Parent ADR facility with the Depositary Bank as contemplated by this Agreement, and in any event prior to the Effective Time.
Parent shall instruct the Exchange Agent, pursuant to irrevocable instructions, to deliver Parent ADSs and Parent ADRs to be issued pursuant to this Section 1.5 out of the Exchange Fund in accordance with Section 1.6(d).
The exchange of certificates representing Parent Ordinary Shares and Parent ADRs in the Scheme shall occur substantially in accordance with the provisions of Exhibit A hereto.
Parent will have available at the Closing, subject to the Parent Stockholder Approval, authorized Parent Ordinary Shares and Parent ADRs, as applicable, sufficient for the delivery in full of the Parent Ordinary Share Election Consideration and Parent ADR Election Consideration (including the Parent Ordinary Shares underlying the Parent ADRs).
At and following the Effective Time, the Company and Parent shall be jointly and severally liable for all Transfer Taxes (including, but not limited to, stamp duties, stamp duty reserve tax and other similar taxes) imposed on the Company and/or Parent in connection with the issuance of Parent ADRs and the Parent Ordinary Shares to be issued in the Merger and upon the exercise of Company Stock Options assumed by Parent pursuant to this Agreement.
Parent shall (a) use its reasonable best efforts to have the Depositary Bank prepare and file with the SEC a registration statement on Form F-6 relating to the registration under the Securities Act of the issuance of the Parent ADRs (the “Form F-6”) and (b) prepare and file with the SEC a registration statement on Form 8-A relating to the registration of a class of securities under the Exchange Act (the “Form 8-A”).
Parent shall, following the Closing, pay all stamp duties, stamp duty reserve tax and other taxes and similar levies imposed in connection with the issuance or creation of the Parent Ordinary Shares, Parent ADSs and any Parent ADRs in connection therewith.
Subject to Applicable Law, following surrender of any such Certificate or delivery of such an affidavit, there shall be paid to the holder of Parent ADRs representing whole Parent ADSs issued in exchange therefor, any cash in lieu of fractional Parent ADSs and any dividends or other distributions with a record date after the Closing theretofore paid with respect to such whole number of Parent ADSs.
No Parent ADRs or scrip representing fractional shares of Parent ADSs, or if applicable certificates representing Parent Ordinary Shares, shall be issued upon the surrender for exchange of Certificates, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of the Parent.