Amendments to the Form of Adr Clause Samples
The "Amendments to the Form of ADR" clause defines the process and conditions under which the form or terms of an American Depositary Receipt (ADR) may be changed. Typically, this clause outlines who has the authority to make such amendments—often the depositary bank—and whether the consent of ADR holders is required. For example, it may allow for updates to reflect changes in applicable law or to clarify procedures, provided that such changes do not materially prejudice the rights of the holders. The core function of this clause is to provide flexibility for the issuer and depositary to adapt the ADR terms as needed, while balancing the protection of investors' interests.
Amendments to the Form of Adr. SECTION 3.01. All references in the form of ADR to the number of Shares represented by each ADS is amended to reflect that each ADS represents two Shares.
SECTION 3.03. The form of ADR, reflecting the amendments set forth herein, is amended and restated to read as set forth as Exhibit A hereto.
Amendments to the Form of Adr. 4 SECTION 3.01
Amendments to the Form of Adr. SECTION 3.01. The address of the Depositary set forth in the form of ADR is amended to reflect the address set forth in Section 2.03 of this Amendment.
SECTION 3.02. The form of ADR, reflecting the amendments set forth in Section 3.01 hereof, is amended and restated to read as set forth as Exhibit A hereto.
Amendments to the Form of Adr. SECTION 3.01. The address of the Depositary set forth in the form of ADR is amended to reflect the address set forth in Section 2.05 of this Amendment.
SECTION 3.02. The fifth sentence of paragraph (1) of each ADR, including the form of ADR set forth in the Deposit Agreement, is amended to read as follows: Every person depositing Shares under the Deposit Agreement represents and warrants that such Shares are validly issued and outstanding, fully paid, nonassessable and free of pre-emptive rights, that the person making such deposit is duly authorized so to do and that such Shares (A) are not "restricted securities" as such term is defined in Rule 144 under the Securities Act of 1933 ("Restricted Securities") unless at the time of deposit the requirements of paragraphs (c), (e), (f) and (h) of Rule 144 shall not apply and such Shares may be freely transferred and may otherwise be offered and sold freely in the United States or (B) have been registered under the Securities Act of 1933. To the extent the person depositing Shares is an "affiliate" of the Company as such term is defined in Rule 144, the person also represents and warrants that upon the sale of the ADSs, all of the provisions of Rule 144 which enable the Shares to be freely sold (in the form of ADSs) will be fully complied with and, as a result thereof, all of the ADSs issued in respect of such Shares will not be on the sale thereof, Restricted Securities.
SECTION 3.03. The following sentence is inserted at the end of pargraph (5) of each ADR, including the form of ADR set forth in the Deposit Agreement: Each Holder of an ADR or an interest therein agrees to indemnify the Depositary, the Company, the Custodian and any of their respective directors, employees, agents and affiliates against, and hold each of them harmless from, any claims by any governmental authority with respect to taxes, additions to tax, penalties or interest arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained.
SECTION 3.04. Paragraph (7) of each ADR, including the form of ADR set forth in the Deposit Agreement, is amended to read as follows:
Amendments to the Form of Adr. SECTION 3.01. All references in the form of ADR to the Depositary shall be references to JPMorgan Chase Bank, N.A., a national banking association organized under the laws of the United States.
SECTION 3.02. All references in the form of ADR to the number of Shares represented by each ADS is amended to reflect that each ADS represents fifteen Shares.
SECTION 3.03. The form of ADR, reflecting the amendments set forth herein and the change of address for the Commission hereof, is amended and restated to read as set forth as Exhibit A hereto.
Amendments to the Form of Adr. Paragraph (7) of the form of ADR is amended to read as follows:
Amendments to the Form of Adr. SECTION 3.01. The form of Receipt, as amended to reflect the changes set forth in Article II of this Amendment, is set forth in Exhibit A hereto.
Amendments to the Form of Adr. All references in the form of ADR to the Depositary shall be references to JPMorgan Chase Bank, N.A., a national banking association organized under the laws of the United States.
Amendments to the Form of Adr. SECTION 3.01. The face of the form of ADR is amended by replacing "two shares" with "one-fifth of one share".
SECTION 3.02. The first paragraph of the form of ADR is amended by replacing "two ordinary shares" with "one-fifth of one ordinary share".
SECTION 3.03. The form of ADR shall be in the form set forth as Exhibit A hereto.
Amendments to the Form of Adr. SECTION 3.01. Article (21) of the form of American Depositary Receipt is amended to read as follows: The Depositary shall, at any time at the written direction of the Company, terminate this Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination, provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of this Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. In the event a notice of termination of the Deposit Agreement is mailed by the Depositary to Holders of Receipts concurrently with the mailing by the Depositary to Holders of Receipts of the notice of this Amendment, the termination of the Deposit Agreement set forth in such notice shall be effective on the same date that this Amendment is effective (unless such notice of termination provides for a later date). If 30 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 15 days prior to the date fixed for such termination. On and after the date of termination of the Deposit Agreement, the Holder will, upon surrender of Holder’s Receipt at the Principal Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution o...