Examples of Restricted Deposit Agreement in a sentence
In addition, the Company further covenants to provide Holders with a reasonably detailed description of the mechanics for the delivery of ADSs upon conversion of Notes as set forth in the Unrestricted Deposit Agreement or the Restricted Deposit Agreement (including pursuant to a certain procedures letter for the issuance of restricted ADSs contemplated by Section 11 of the Restricted Deposit Agreement) upon request.
After making such sale, the Depositary shall be discharged from all obligations under this Restricted Deposit Agreement, except to account for such net proceeds and other cash (after deducting, in each case, the fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Owner of such Receipt in accordance with the terms and conditions of this Restricted Deposit Agreement, and any applicable taxes or governmental charges).
The Depositary will keep books, at its Corporate Trust Office, for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Owners of Receipts provided that such inspection shall not be for the purpose of communicating with Owners of Receipts in the interest of a business or object other than the business of the Company or a matter related to the Restricted Deposit Agreement or the Receipts.
In the event that the Depositary determines in its sole discretion that an Exchange cannot be so effected, the Depositary and the Company shall negotiate in good faith to amend the Restricted Deposit Agreement as they deem necessary to either (i) permit an Exchange on such terms as they may agree in accordance with applicable law or (ii) make such other arrangements as they deem desirable.
Each Receipt (i) shall be in physical form and legended, (ii) shall be registered in the name of the beneficial owner furnishing a Depositor Certificate, in substantially the form attached as Annex I hereto, pursuant to Section 2.02 of this Restricted Deposit Agreement, (iii) shall not be eligible for acceptance in any book-entry settlement system, and (iv) may only be transferred in accordance with Section 2.04 of this Restricted Deposit Agreement.
Capitalized terms defined in the Restricted Deposit Agreement and not defined herein shall have the meanings set forth in the Restricted Deposit Agreement.
Upon the termination of this Restricted Deposit Agreement, the Company shall be discharged from all obligations under this Restricted Deposit Agreement except for its obligations to the Depositary under Sections 5.08 and 5.09 hereof.
Copies of the Restricted Deposit Agreement are on file at the Depositary's Corporate Trust Office in New York City and at the office of the Custodian.
Every person depositing Shares under the Restricted Deposit Agreement shall be deemed thereby to represent and warrant, in addition to such representations and warranties as may be required pursuant to Section 2.02 of the Restricted Deposit Agreement, that such Shares and each certificate therefor are validly issued, fully paid, non-assessable, and free of any preemptive rights of the holders of outstanding Shares and that the person making such deposit is duly authorized so to do.
Neither the Company nor the Depositary assumes any obligation or shall be subject to any liability under the Restricted Deposit Agreement to Owners or Beneficial Owners of Receipts, except that they agree to perform their obligations specifically set forth in the Restricted Deposit Agreement without negligence or bad faith.