Voting of Deposited Shares. (a) Upon receipt of notice of any meeting of holders of Shares at which holders of Shares will be entitled to vote, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, Disseminate to the Owners a notice, the form of which shall be in the sole discretion of the Depositary, that shall contain (i) the information contained in the notice of meeting received by the Depositary, (ii) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Cayman Islands law and of the articles of association or similar documents of the Company, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Shares represented by their respective American Depositary Shares, (iii) a statement as to the manner in which those instructions may be given and (iv) the last date on which the Depositary will accept instructions (the “Instruction Cutoff Date”).
(b) Upon the written request of an Owner of American Depositary Shares, as of the date of the request or, if a record date was specified by the Depositary, as of that record date, received on or before any Instruction Cutoff Date established by the Depositary, the Depositary may, and if the Depositary sent a notice under the preceding paragraph shall, endeavor, in so far as practicable, to vote or cause to be voted the amount of deposited Shares represented by those American Depositary Shares in accordance with the instructions set forth in that request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the deposited Shares other than in accordance with instructions given by Owners and received by the Depositary.
(c) There can be no assurance that Owners generally or any Owner in particular will receive the notice described in paragraph (a) above in time to enable Owners to give instructions to the Depositary prior to the Instruction Cutoff Date.
(d) In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Shares, if the Company will request the Depositary to Disseminate a notice under paragraph (a) above, the Company shall give the Depositary notice of the meeting, details concerning the matters to be voted upon and copies of materials to be made available to holders of Shares in connection with the meeting not less than 40 days prior to the meeting date.
Voting of Deposited Shares. (a) Upon receipt of notice of any meeting of holders of Shares at which holders of Shares will be entitled to vote, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, Disseminate to the Owners a notice, the form of which shall be in the sole discretion of the Depositary, that shall contain (i) the information contained in the notice of meeting received by the Depositary, (ii) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Cayman Islands law and of the articles of association or similar documents of the Company, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Shares represented by their respective American Depositary Shares (iii) a statement as to the manner in which those instructions may be given, including an express indication that instructions may be deemed given in accordance with the last sentence of paragraph (b) below, if no instruction is received, to the Depositary to give a discretionary proxy to a person designated by the Company and (iv) the last date on which the Depositary will accept instructions (the “Instruction Cutoff Date”).
(b) Upon the written request of an Owner of American Depositary Shares, as of the date of the request or, if a record date was specified by the Depositary, as of that record date, received on or before any Instruction Cutoff Date established by the Depositary, the Depositary may, and if the Depositary sent a notice under the preceding paragraph shall, endeavor, in so far as practicable, to vote or cause to be voted the amount of deposited Shares represented by those American Depositary Shares in accordance with the instructions set forth in that request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the deposited Shares other than in accordance with instructions given by Owners and received by the Depositary or as provided in the following sentence. If
(i) the Company instructed the Depositary to Disseminate a notice under paragraph (a) above and complied with paragraph (d) below,
(ii) no instructions are received by the Depositary from an Owner with respect to a matter and an amount of American Depositary Shares of that Owner on or before the Instruction Cutoff Date and
(iii) the Depositary has received from the Company, by the New York business day following the Instruction Cutoff Date, a w...
Voting of Deposited Shares. Tender and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities.
Voting of Deposited Shares. (a) The Company has advised the Depositary that, as of the date of the Deposit Agreement, to comply with the laws of the United Mexican States and the bylaws of the Company, it will employ a special method of recording and counting votes at shareholders’ meetings in which votes controlled by persons that have not proven that they are Mexican Investors may not be recorded as they were cast. The Company will record and count the votes in a manner that will ensure that the votes controlled by persons that have proven that they are Mexican Investors (to the Company’s reasonable satisfaction through a Certification and the submission of Identity Information), which may constitute as little as ten percent of total shareholdings, will control the outcome of every matter submitted to a shareholder vote. Owners providing voting instructions related to votes that they believe should be treated as controlled by Mexican Investors must certify that the beneficial owner of the American Depositary Shares for which they are providing voting instructions is a Mexican Investor and submit applicable Identity Information.
(b) Upon receipt of notice of any meeting of holders of Shares at which holders of Shares will be entitled to vote, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, Disseminate to the Owners a notice, the form of which shall be determined by the Depositary in consultation with the Company to the extent practicable, that shall contain (i) the information contained in the notice of meeting received by the Depositary, (ii) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican law and of the articles of association or similar documents of the Company, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Shares represented by their respective American Depositary Shares, (iii) a statement as to the manner in which those instructions may be given, including the manner in which an Owner other than DTC may certify that the American Depositary Shares are beneficially owned by a Mexican Investor and furnish the required Identity Information concerning that beneficial owner and (iv) the last date on which the Depositary will accept instructions (the “Instruction Cutoff Date”).
(c) Upon the written request of an Owner of American Depositary Shares, as of the date of the request or, if a rec...
Voting of Deposited Shares. 3.6.1 Each Shareholder agrees that once the Shareholder has assigned and transferred the Shareholder’s legal interest in the Deposited Shares to be held in trust by the Voting Trustee and for so long as a Shareholder is the beneficial owner of any Deposited Shares, any and all right and power to make any and all decisions with respect to any and all matters respecting the Corporation which the Shareholder would otherwise have authority to vote upon, consent to, approve, waive, ratify or otherwise authorize which such Shareholder may have or may in the future have by virtue of such Shareholder’s ownership of the Deposited Shares by virtue of the Corporation’s constating documents (the “Trustee Voting Rights”) will be exercised exclusively by the Voting Trustee in accordance with the voting, consent, approval and waiver instructions of the Shareholder set out in Section 3.6.2, including, without limitation: in respect of any matter that, under the Act, requires approval by the holders of Shares of the Corporation voting separately as a class; or in respect of any matter to be approved by shareholders of the Corporation pursuant to the constating documents of the Corporation or under the Act.
3.6.2 Each Shareholder hereby irrevocably instructs and authorizes the Voting Trustee, on behalf of the Shareholders, to at all times and from time to time during the term of this Agreement exercise all Trustee Voting Rights in favour of the following matters:
(a) the annual waiver of the requirement for the Corporation to appoint an auditor in accordance with the Act;
(b) the annual waiver of the requirement for the Board of Directors to produce and publish financial statements in accordance with the Act, or the annual approval of such financial statements, as applicable;
(c) (c) any debt or equity financing of the Corporation (including any initial public offering) which has been determined by the Board of Directors to be in the best interests of the Corporation to proceed with, including, without limitation, any changes to the rights, privileges, restrictions and conditions attaching to any Shares or to the Corporation’s constating documents that may, in the opinion of the Board of Directors, be necessary or desirable to facilitate any such debt or equity financing of the Corporation (including any initial public offering); and
(d) any other matter for which shareholders of the Corporation are being asked to vote upon, consent to, approve, waive, ratify or othe...
Voting of Deposited Shares. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the deposited Shares or other Deposited Securities, and Owners may not instruct the Depositary as to the exercise of any voting rights.
Voting of Deposited Shares. 19 SECTION 4.8. Tender and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities. 20 SECTION 4.9. Reports. 22 SECTION 4.10. Lists of Owners. 22 SECTION 4.11. Withholding. 22 ARTICLE 5. THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY 23 SECTION 5.1. Maintenance of Office and Transfer Books by the Depositary. 23
Voting of Deposited Shares. 20 SECTION 4.8. Tender and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities. 21 SECTION 4.9. Reports. 22 SECTION 4.10. Lists of Owners. 22 SECTION 4.11. Withholding. 23 ARTICLE 5. THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY 23 SECTION 5.1. Maintenance of Office and Register by the Depositary. 23 SECTION 5.2. Prevention or Delay of Performance by the Company or the Depositary. 24 SECTION 5.3. Obligations of the Depositary and the Company. 25 SECTION 5.4. Resignation and Removal of the Depositary. 26 SECTION 5.5. The Custodians. 27 SECTION 5.6. Notices and Reports. 27 SECTION 5.7. Distribution of Additional Shares, Rights, etc. 28 SECTION 5.8. Indemnification. 28 SECTION 5.9. Charges of Depositary. 29 SECTION 5.10. Retention of Depositary Documents. 30 SECTION 5.11. Exclusivity. 30 SECTION 5.12. Information for Regulatory Compliance. 30 ARTICLE 6. AMENDMENT AND TERMINATION 30 SECTION 6.1. Amendment. 30 SECTION 6.2. Termination. 31 ARTICLE 7. MISCELLANEOUS 32 SECTION 7.1. Counterparts; Signatures; Delivery. 32 SECTION 7.2. No Third Party Beneficiaries. 32 SECTION 7.3. Severability. 32 SECTION 7.4. Owners and Holders as Parties; Binding Effect. 33 SECTION 7.5. Notices. 33 SECTION 7.6. Appointment of Agent for Service of Process; Submission to Jurisdiction; Jury Trial Waiver. 34 SECTION 7.7. Waiver of Immunities. 35 SECTION 7.8. Governing Law. 35 AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of __________, 2021 among HANNOVER XXXX XX, a company incorporated under the laws of the Federal Republic of Germany (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
Voting of Deposited Shares. As soon as practicable after receipt, pursuant to Section 5.6, of notice in English of any meeting (Junta General de Accionistas) or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall mail to the Holders a notice containing (i) such information as is contained in such notice of meeting and in the solicitation materials, if any, (ii) a statement that each Holder at the close of business on a specified record date will be entitled, subject to any of the provisions of law, the Estatutos and the provisions of or governing Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities the right to receive which is represented by the American Depositary Shares evidenced by such Holder's Receipts, including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Issuer, and (iii) a statement as to the manner in which such instructions may be given. Upon the written request of a Holder on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under any applicable provisions of law and the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities the right to receive which is represented by the American Depositary Shares evidenced by such Holder's Receipts in accordance with any nondiscretionary instructions set forth in such request. The Depositary shall not vote any Deposited Securities except in accordance with written instructions from Holders entitled hereunder to give such instructions.
Voting of Deposited Shares. (a) Upon receipt of notice of any meeting of holders of Shares at which holders of Shares will be entitled to vote, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, Disseminate to the Owners a notice, the form of which shall be in the sole discretion of the Depositary, that shall contain (i) the information contained in the notice of meeting received by the Depositary, (ii) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Malaysian law and of the articles of association or similar documents of the Company, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Shares represented by their respective American Depositary Shares, (iii) a statement as to the manner in which those instructions may be given and (iv) the last date on which the Depositary will accept instructions (the “Instruction Cutoff Date”).
(b) Upon the written request of an Owner of American Depositary Shares, as of the date of the request or, if a record date was specified by the Depositary, as of that record date, received on or before any Instruction Cutoff Date established by the Depositary, the Depositary may, and if the Depositary sent a notice under the preceding paragraph shall, endeavor, in so far as practicable, to vote or cause to be voted the amount of deposited Shares represented by those American Depositary Shares in accordance with the instructions set forth in that request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the deposited Shares other than in accordance with instructions given by Owners and received by the Depositary.
(c) There can be no assurance that Owners generally or any Owner in particular will receive the notice described in paragraph (a) above in time to enable Owners to give instructions to the Depositary prior to the Instruction Cutoff Date.
(d) In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Shares, if the Company will request the Depositary to Disseminate a notice under paragraph (a) above, the Company shall give the Depositary notice of the meeting, details concerning the matters to be voted upon and copies of materials to be made available to holders of Shares in connection with the meeting not less than 45 days prior to the meeting date.
