AMENDMENTS TO DEPOSIT AGREEMENT AND ADRS Clause Samples
The "Amendments to Deposit Agreement and ADRs" clause defines the process and authority for making changes to the deposit agreement and the American Depositary Receipts (ADRs) issued under it. Typically, this clause outlines who can initiate amendments, the procedures for notifying holders of such changes, and any limitations on the types of amendments that can be made without the consent of ADR holders. For example, it may allow the depositary or issuer to make changes to comply with new laws or regulations, provided that such amendments do not materially prejudice the rights of ADR holders. The core function of this clause is to provide a structured mechanism for updating the agreement and related documents, ensuring adaptability while protecting the interests of all parties involved.
AMENDMENTS TO DEPOSIT AGREEMENT AND ADRS. SECTION 2.01. All references in the Deposit Agreement to the term "Deposit Agreement" shall, as of the date hereof, refer to the Deposit Agreement as further amended by this Amendment.
SECTION 2.02. Each ADS shall represent five Shares, effective as of the close of business on August 16, 2021 (the “Effective Date”).
SECTION 2.03. The form of ADR, reflecting the amendment set forth in this Article II, is amended and restated to read as set forth in Exhibit A hereto.
AMENDMENTS TO DEPOSIT AGREEMENT AND ADRS. SECTION 2.01. All references in the Deposit Agreement to the term "Deposit Agreement" shall, as of the date hereof, refer to the Deposit Agreement dated as of February 7, 2012 and as amended by this Amendment.
SECTION 2.02. Sections 4 and 6 of the Deposit Agreement are amended by inserting "SWIFT," immediately before the word "cable" contained therein.
SECTION 2.03. The second paragraph of Section 8 of the Deposit Agreement is amended by replacing "City of New York" with "United States".
SECTION 2.04. Section 9 of the Deposit Agreement is amended to read as follows: Any Custodian in acting hereunder shall be subject to the directions of the Depositary and shall be responsible solely to it. The Depositary reserves the right to add, replace or remove a Custodian. The Depositary will give prompt notice of any such action, which will be advance notice if practicable. Any Custodian may resign from its duties hereunder by providing at least 30 days prior written notice to the Depositary. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged. Any Custodian ceasing to act hereunder as Custodian shall deliver, upon the instruction of the Depositary, all Deposited Securities held by it to a Custodian continuing to act. If upon the effectiveness of such resignation there would be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, use commercially reasonable efforts to appoint a substitute custodian or custodians, each of which shall thereafter be a Custodian hereunder. Notwithstanding anything to the contrary contained in this Deposit Agreement (including the ADRs) and subject to the penultimate sentence of paragraph (14) of the form of ADR, the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that (A) the Custodian has been determined by a final non-appealable judgment of a court of competent jurisdiction to have (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located and (B) the Company or the Holders have incurred direct damages as a result of such act or omission to act on the part of the Custodian.
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AMENDMENTS TO DEPOSIT AGREEMENT AND ADRS. SECTION 2.01. All references in the Deposit Agreement to the term “Deposit Agreement” shall, as of and effective from and after the Effective Time (as defined below), refer to the Deposit Agreement as further amended by this Amendment.
SECTION 2.02. The address of the Depositary set forth in Section 16(a) of the Deposit Agreement is deleted and replaced with the following:
(a) JPMorgan Chase Bank, N.A. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇ New York, New York, 10179 Attention: Depositary Receipts Group Fax: (▇▇▇) ▇▇▇-▇▇▇▇”
SECTION 2.03. Each ADS shall represent ten (10) Shares (the “ADR Ratio Change”) effective as of the open of trading of the ADSs on the New York Stock Exchange on January 3, 2024 (U.S. Eastern Time) (the “Effective Time”).
SECTION 2.04. The title and first two paragraphs of Paragraph (2) on page A-2 contained in the form of ADR attached as Exhibit A to the Deposit Agreement and all outstanding ADRs is replaced in its entirety immediately prior to the third and final paragraph of Paragraph (1) that is to remain in the form of ADR:
AMENDMENTS TO DEPOSIT AGREEMENT AND ADRS. SECTION 2.01. All references in the Deposit Agreement, the form of ADR attached as Exhibit A to the Deposit Agreement (the “Form of ADR”), and each outstanding ADR to the term “Deposit Agreement” shall, as of the date hereof, refer to the Deposit Agreement as further amended by this Amendment.
SECTION 2.02. Each ADS shall represent two hundred (200) Shares, effective as of the close of business on __________ ___, 2022 (the “Effective Date”).
SECTION 2.03. The form of ADR, reflecting the amendment set forth in this Article II, is amended and restated to read as set forth in Exhibit A hereto.
AMENDMENTS TO DEPOSIT AGREEMENT AND ADRS. Section 2.01. Section 17(a) of the Deposit Agreement is amended to read as follows:
(a) JPMorgan Chase Bank, N.A. 4 N▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Depositary Receipts Group Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Section 2.02. Paragraph (7) of the form of ADR and all outstanding ADRs is amended by replacing the second reference to "U.S.$0.02" contained therein with "U.S.$0.04".
Section 2.03. The form of ADR, and all outstanding ADR, each after giving effect to this Amendment, shall be in the form attached hereto as Exhibit A.
AMENDMENTS TO DEPOSIT AGREEMENT AND ADRS. SECTION 2.01. All references in the Deposit Agreement to the term "Deposit Agreement" shall, as of the date hereof, refer to the Deposit Agreement (as defined above) as amended by this Amendment.
SECTION 2.02. All references in the Deposit Agreement to “the penultimate sentence of paragraph (14) of the form of ADR” are amended to read “the further limitations set forth in subparagraph (p) of paragraph (14) of the form of ADR”.
SECTION 2.03. Subsection (c)(iv) of paragraph (7) of the form of ADR, and all outstanding ADRs, is deleted and an “and” is inserted after subsection (c)(ii) thereof.
SECTION 2.04. The following is inserted immediately after subsection (c) of paragraph (7) of the form of ADR, and all outstanding ADRs, with the current subsections (d) and (e) being relettered as subsection (e) and (f) respectively:
AMENDMENTS TO DEPOSIT AGREEMENT AND ADRS. SECTION 2.01. All references in the Deposit Agreement to the term "Deposit Agreement" shall, as of the date hereof, refer to the Deposit Agreement as further amended by this Amendment.
SECTION 2.02. Each ADS shall represent ten (10) Shares, effective as of the close of business on May [__], 2022 (the “Effective Date”).
SECTION 2.03. The form of ADR, reflecting the amendment set forth in this Article II, is amended and restated to read as set forth in Exhibit A hereto.
SECTION 2.04. The Depositary’s physical address for purposes of Section 16(a) of the Deposit Agreement and the last sentence of the Face of the Form ADR attached as Exhibit A to the Deposit Agreement (and all outstanding ADRs) is updated to be “▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇.”
SECTION 2.05. The Authorized Agent under section 18(a) of the Deposit Agreement is changed to Cogency Global Inc.
AMENDMENTS TO DEPOSIT AGREEMENT AND ADRS. SECTION 2.01. All references in the Deposit Agreement to the term "Deposit Agreement" shall, as of the date hereof, refer to the Amended and Restated Deposit Agreement dated as of January 6, 2016 and as amended by this Amendment.
SECTION 2.02. Section 1(c) of the Deposit Agreement is amended by replacing "one Share" with "three Shares".
SECTION 2.03. The number of Shares represented by each ADS, as set forth in the form of ADR and all outstanding ADRs, is amended so that as of the date hereinafter announced by the Depositary, each ADS shall represent one-third of one Share.
SECTION 2.04. The form of ADR, and all outstanding ADR, each after giving effect to this Amendment, shall be in the form attached hereto as Exhibit A.
AMENDMENTS TO DEPOSIT AGREEMENT AND ADRS. SECTION 2.01. All references in the Deposit Agreement and each ADR (including, without limitation, the terms of each outstanding ADS and the form of ADR set forth in the Deposit Agreement) to the term (a) "Deposit Agreement" shall, as of the date hereof, refer to the Deposit Agreement (as defined above) as further amended by this Amendment and (b) "SVS" and/or "Superintendencia de Valores y Seguros" shall be replaced with "CMF" to refer to the Comisión para el M▇▇▇▇▇▇ Financiero.
SECTION 2.02. Section 1(c) of the Deposit Agreement and the initial paragraph of the form of ADR (and all outstanding ADRs) are each amended by replacing "600" with "200".
SECTION 2.03. Section 17(a) of the Deposit Agreement is amended to read as follows:
(a) JPMorgan Chase Bank, N.A. 3▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: Depositary Receipts Group Fax: (▇▇▇) ▇▇▇-▇▇▇▇
SECTION 2.04. Paragraph (1) of each ADR (including, without limitation, the terms of each outstanding ADS and the form of ADR set forth in the Deposit Agreement) is amended by (a) deleting (i) subsection (c) of the second sentence thereof and (ii) the third sentence thereof and (b) inserting an "or" immediately before subsection (b) of the second sentence thereof.
SECTION 2.05. Paragraph (7) of each ADR (including, without limitation, the terms of each outstanding ADS and the form of ADR set forth in the Deposit Agreement) is amended to read as follows:
AMENDMENTS TO DEPOSIT AGREEMENT AND ADRS. SECTION 2.01. All references in the Deposit Agreement to the term "Deposit Agreement" shall, as of the date hereof, refer to the Deposit Agreement as further amended by this Amendment.
SECTION 2.02. Each ADS shall represent forty-five (45) Shares, effective as of the close of business on May __, 2022 (the “Effective Date”).
SECTION 2.03. The form of ADR, reflecting the amendment set forth in this Article II, is amended and restated to read as set forth in Exhibit A hereto.
SECTION 2.04. Section 21(a) of the Deposit Agreement is amended and restated in its entirety and replaced with the following:
(a) The Company has appointed ▇▇▇▇▇▇▇ & Associates, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, as its authorized agent (the “Authorized Agent”) upon which process may be served in any such suit, action or proceeding arising out of or based on this Deposit Agreement, the ADSs, the ADRs or the transactions contemplated herein, therein, hereby or thereby which may be instituted in any state or federal court in New York, New York by the Depositary or any Holder, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Subject to the Company’s rights to replace the Authorized Agent with another entity in the manner required were the Authorized Agent to have resigned, such appointment shall be irrevocable.
