Regulation S GDRs definition

Regulation S GDRs means the GDRs offered and sold outside of the United States in off-shore transactions in reliance on Regulation S under the Securities Act.

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Regulation S GDRs means the Regulation S Global Depositary Receipts evidencing the Regulations S GDSs.

Regulation S GDRs means Nordgold GDRs issued pursuant to the Regulation S Deposit Agreement;

Examples of Regulation S GDRs in a sentence

• Holders of Regulation S GDRs will have voting rights in respect of the underlying shares as set out in Condition 12 and Clause 5 of the Deposit Agreement.

• The Regulation S GDRs shall bear a CUSIP number that is different from any CUSIP number that is or may be assigned to any other depositary receipt facility relating to the Shares.

• The following terms and conditions (subject to completion and amendment and excepting sentences in italics) will apply to the Global Depositary Receipts, and will be endorsed on each Global Depositary Receipt certificate: The GDRs will upon issue be represented by interests in a Regulation S Master GDR, evidencing Regulation S GDRs, and by interests in a Rule 144A Master GDR, evidencing Rule 144A GDRs (as each such term is defined in the Deposit Agreement).

• The Depositary will cause itself and the Custodian to establish and maintain two distinct and segregated facilities: (i) a Regulation S Facility in which Regulation S Shares represented by Regulation S GDRs and other Deposited Property relating thereto are deposited and (ii) a Rule 144A Facility in which Rule 144A Shares represented by Rule 144A GDRs and other Deposited Property relating thereto are deposited.

• Such representations and warranties shall survive the deposit and withdrawal of Shares and the issuance and cancellation of Regulation S GDRs in respect thereof and the transfer of such Regulation S GDRs. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions necessary to correct the consequences thereof.

• Regulation S Deposited Securities represented by Regulation S GDRs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted.

• The Company further agrees to take any and all action, including the filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect for so long as any Regulation S GDRs remain outstanding or this Regulation S Deposit Agreement remains in force.

• The Depositary will normally limit the number of Regulation S GDRs and Shares involved in such Pre-Release Transactions at any one time to thirty percent (30%) of the Regulation S GDRs outstanding (without giving effect to Regulation S GDRs outstanding under (i) above), provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate.

• The Depositary may (in its sole discretion) make payments of dividends and other cash distributions due in respect of Regulation S GDRs in US dollars in place of a currency applicable to an Attachment or otherwise as provided in Condition 8.

• Once a Currency Election becomes effective any prior Currency Election in respect of the same Regulation S GDRs shall forthwith automatically be cancelled.

More Definitions of Regulation S GDRs

Regulation S GDRs means the certificates issued by the Depositary to evidence Regulation S Global Depositary Shares issued under the terms of this Regulation S Deposit Agreement, as such Receipts may be amended from time to time in accordance with the provisions of this Regulation S Deposit Agreement. A Regulation S GDR may evidence any number of Regulation S Global Depositary Shares. Where the context requires, the term "Receipt" or "Regulation S GDR" shall refer to the Master Regulation S GDR.

Regulation S GDRs means with respect to any Regulation S GDR Certificate, the rights and interests in the Regulation S Deposited Securities granted to the Holders and Beneficial Owners pursuant to the terms and conditions of this Regulation S Deposit Agreement and the Regulation S GDR Certificates issued hereunder. Each Regulation S GDR shall represent the number of Shares notified in writing to the Depositary by the Company prior to the date a copy of the underwriting agreement in connection with the Initial Offering is delivered by the Company to the Depositary (a “Ratio Designation Notice”), until there shall occur a distribution upon the Regulation S Deposited Securities referred to in Section 4.2 hereof, or a change in the Regulation S Deposited Securities referred to in Section 4.11 hereof, with respect to which additional Regulation S GDRs are not issued, and thereafter each Regulation S GDR shall represent the right to receive the Shares or Regulation S Deposited Securities specified in such Sections.