Common use of Compliance With Information Requests Clause in Contracts

Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, the constituent documents of the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Irish law, Australian law, any applicable law of the United States, the constituent documents of the Company, any resolutions of the Company’s Board of Directors adopted pursuant to such constituent documents, the requirements of any markets or exchanges upon which the CUFS, ADSs or Receipts are listed or traded, the terms of the CHESS Depositary or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of Ireland, the constituent documents of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or CUFS are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or CUFS may be transferred, to the same extent as if such Holder and Beneficial Owner held CUFS directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and (c) without limiting the generality of the foregoing, comply with all applicable provisions of Irish law, the rules and requirements of any stock exchange on which the CUFS are, or will be registered, traded or listed and the Company’s constituent documents regarding any such Holder or Beneficial Owner’s interest in CUFS (including the aggregate of ADSs and CUFS held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article (5) and to comply with requests for information from the Company or the Depositary pursuant to the laws of Ireland, the rules and requirements of any stock exchange on which the CUFS are, or will be registered, traded or listed, and the Company’s constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.

Appears in 3 contracts

Sources: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, the constituent documents of the Company and applicable lawAgreement or this ADR, each Holder and Beneficial Owner of the ADSs represented hereby agrees to (a) provide such information as comply with requests from the Company or the Depositary may request pursuant to law (including, without limitation, relevant Irish law, Australian law, any applicable law of the United States, the constituent documents of the Company, any resolutions of the Company’s Board of Directors adopted pursuant to such constituent documents, the requirements of any markets or exchanges upon which the CUFS, ADSs or Receipts are listed or traded, the terms of the CHESS Depositary or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of Ireland, the constituent documents of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or CUFS are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or CUFS may be transferred, to the same extent as if such Holder and Beneficial Owner held CUFS directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and (c) without limiting the generality of the foregoing, comply with all applicable provisions of Irish Kingdom law, the rules and requirements of the London Stock Exchange, and of any other stock exchange on which the CUFS Shares or ADSs are, or will be registeredbe, traded or listed and the Company’s constituent documents regarding any such Holder or Beneficial Owner’s interest in CUFS (including the aggregate of ADSs and CUFS held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article (5) and to comply with requests for information from the Company or the Depositary pursuant to the laws of Ireland, the rules and requirements of any stock exchange on which the CUFS are, or will be registered, traded or listed, or the Memorandum and Articles of Association of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner owns ADSs (and Shares, as the case may be) and regarding the identity of any other person(s) interested in such ADSs and the Company’s constituent documentsnature of such interest and various other matters, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary Notwithstanding any other provision of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner agrees to use its reasonable efforts provide such information as the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to forward upon the request Great Britain Companies Act 1985 (as amended from time to time and including any statutory modification or re-enactment thereof, the "Companies Act" or the Articles of Association of the Company. Each Holder and Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and at the Company’s expenseArticles of Association which currently include, any the withdrawal of voting rights of such request from Shares and the Company imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Companies Act with regard to the Holders and to forward notification to the Company of interests in Shares, which currently provide, inter alia, that any Holder or Beneficial Owner who is or becomes directly or indirectly interested (within the meaning of the Companies Act) in 3% or more of the outstanding Shares or is aware that another person for whom it holds directly or indirectly such responses to Shares or ADSs representing such requests received Shares is so interested, must within two (2) business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change in the particulars previously notified) notify the Company as required by the DepositaryCompanies Act. After the relevant threshold is exceeded, similar notifications must be made in respect of whole percentage figure increases or decreases, rounded down to the nearest whole number.

Appears in 3 contracts

Sources: Deposit Agreement (Imperial Chemical Industries PLC), Deposit Agreement (Imperial Chemical Industries PLC), Deposit Agreement (Imperial Chemical Industries PLC)

Compliance With Information Requests. (a) Notwithstanding any other provision of this Receipt and the Deposit Agreement, the constituent documents of the Company each Owner and applicable law, each Holder and Beneficial Owner holder agrees to comply with requests (asometimes referred to herein as a “Notice”) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Irish law, Australian law, any applicable law of the United States, the constituent documents of from the Company, any resolutions of the Company’s Board of Directors adopted pursuant to such constituent documentsthe Companies ▇▇▇ ▇▇▇▇ of England, the requirements of any markets or exchanges upon Part VI Section 212, which the CUFS, ADSs or Receipts are listed or traded, the terms of the CHESS Depositary or made to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), regarding provide information as to the capacity in which they own such Owner or holder owns or owned Receipts, Receipts and regarding the identity of any other persons person then or previously interested in such Receipts and the nature of such interest. (b) Any Owner or holder who fails to timely provide the information required by the Notice in respect of any Shares shall, in accordance with the Articles of Association of the Company, forfeit the right to (i) direct the voting of such Shares at any meeting of shareholders and (ii) exercise any other applicable mattersrights with respect to such Shares at any such meeting; provided, however, that in the case of any such Owner or holder so failing to comply who owns 0.25% or more of the Shares outstanding (a “Substantial Owner”) the directors of the Company may, in their absolute discretion, direct, by giving notice, that such Substantial Owner shall forfeit his right to (i) receive dividends in respect of such Shares and (ii) transfer such Shares otherwise than pursuant to an Arm’s Length Disposal. Compliance with the requirements of a Notice shall be made within 14 days from the date of receipt of a Notice by an Owner. The foregoing restriction on or limitations of rights with respect to Shares shall cease to apply whenever (i) the Owner or holder complies with the Notice or (ii) there has been an Arm’s Length Disposal of such Shares or the Receipts representing such Shares. As used in this Paragraph (12)(b) and Section 3.05(b) of the Deposit Agreement, Arm’s Length Disposal means (i) a bona fide sale or transfer to a person who is not a connected person for full value (including such a sale of Shares on a stock exchange) or (ii) a disposal pursuant to a tender offer. (c) The foregoing Paragraphs (11) and (12)(a) and (12)(b) and Sections 3.04 and 3.05(a) and (b) be bound by and subject to applicable of the Deposit Agreement are summaries of certain provisions of the laws of Ireland, the constituent documents of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or CUFS are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or CUFS may be transferred, to the same extent as if such Holder and Beneficial Owner held CUFS directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and (c) without limiting the generality of the foregoing, comply with all applicable provisions of Irish law, the rules and requirements of any stock exchange on which the CUFS are, or will be registered, traded or listed Companies ▇▇▇ ▇▇▇▇ and the Company’s constituent documents regarding any such Holder or Beneficial Owner’s interest Articles of Association and are in CUFS all respects qualified by the full text thereof. Reference to ownership of Shares in said Paragraphs (including the aggregate of ADSs and CUFS held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article (511) and (12) and Sections 3.04 and 3.05 of the Deposit Agreement shall be deemed to comply with requests for information from the Company or the include ownership of Receipts evidencing American Depositary pursuant to the laws of Ireland, the rules and requirements of any stock exchange on which the CUFS are, or will be registered, traded or listed, and the Company’s constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. Shares representing Shares. (d) The Depositary agrees to use its reasonable efforts to comply with written requests received from the Company requesting that the Depositary forward upon the request of the Company, and at the Company’s expense, any such request requests from the Company to the Holders Owner of Receipts and shall have no liability whatsoever other than to forward use such reasonable efforts to the Company any comply with such responses to such requests received by the DepositaryCompany’s requests.

Appears in 2 contracts

Sources: Deposit Agreement (Glaxosmithkline PLC), Deposit Agreement (Glaxosmithkline PLC)

Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the constituent documents articles of association of the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Irish law, Australian lawlaws of England and Wales, any applicable law of the United States, the constituent documents articles of association of the Company, any resolutions of the Company’s 's Board of Directors adopted pursuant to such constituent documentsthe articles of association of the Company, the requirements of any markets or exchanges upon which the CUFSShares, ADSs or Receipts are listed or traded, the terms of the CHESS Depositary or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of IrelandEngland and Wales, the constituent documents articles of association of the Company and the requirements and rules of any markets or exchanges upon which the ADSs, Receipts or CUFS Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or CUFS Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held CUFS Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and (c) without limiting the generality of the foregoing, comply with all applicable provisions of Irish lawthe laws of England and Wales, the Disclosure Regulations, the rules and requirements of any stock exchange on which the CUFS Shares are, or will be registered, traded or listed and the Company’s constituent documents articles of association of the Company regarding any such Holder or Beneficial Owner’s 's interest in CUFS Shares (including the aggregate of ADSs and CUFS Shares held by each such Holder or Beneficial Owner) and/or any other requirements for the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article (5) Section 3.5 and to comply with requests for information from the Company or the Depositary pursuant to the laws of IrelandEngland and Wales, the rules and requirements of any stock exchange on which the CUFS Shares are, or will be registered, traded or listed, and the articles of association of the Company’s constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.

Appears in 2 contracts

Sources: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the constituent documents Articles of the Company Association and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Irish law, Australian Hong Kong law, any applicable law of the United States, the constituent documents Articles of the CompanyAssociation, any resolutions of the Company’s Board of Directors adopted pursuant to such constituent documentsthe Articles of Association, the requirements of any markets or exchanges upon which the CUFSShares, ADSs or Receipts are listed or traded, the terms of the CHESS Depositary or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of IrelandHong Kong, the constituent documents Articles of the Company Association and applicable South Korean law and the requirements of any markets or exchanges upon which the ADSs, Receipts or CUFS Shares are listed or tradedtraded (including but not limited to ownership and status of securities reporting requirements), or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or CUFS Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held CUFS Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and (c) and, without limiting the generality of the foregoing, (c) comply with all applicable provisions of Irish Hong Kong law, applicable South Korean law and the rules and requirements of any stock exchange on which the CUFS Shares are, or will be registered, traded or listed (including but not limited to ownership and status of securities reporting requirements) and the Company’s constituent documents Articles of Association regarding any such Holder or Beneficial Owner’s interest in CUFS Shares (including the aggregate of ADSs and CUFS Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article (5) and to comply with requests for information from the Company or the Depositary pursuant to the laws of IrelandHong Kong, the laws of South Korea and the rules and requirements of any stock exchange on which the CUFS Shares are, or will be registered, traded or listed, and the Company’s constituent documentsArticles of Association, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.

Appears in 2 contracts

Sources: Deposit Agreement (Wing Yip Food Holdings Group LTD), Deposit Agreement (Wing Yip Food Holdings Group LTD)

Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, the constituent documents of the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Irish law, Australian law, any applicable law of the United States, the constituent documents of the Company, any resolutions of the Company’s 's Board of Directors adopted pursuant to such constituent documents, the requirements of any markets or exchanges upon which the CUFS, ADSs or Receipts are listed or traded, the terms of the CHESS Depositary or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of Ireland, the constituent documents of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or CUFS are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or CUFS may be transferred, to the same extent as if such Holder and Beneficial Owner held CUFS directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and (c) without limiting the generality of the foregoing, comply with all applicable provisions of Irish law, the rules and requirements of any stock exchange on which the CUFS are, or will be registered, traded or listed and the Company’s 's constituent documents regarding any such Holder or Beneficial Owner’s 's interest in CUFS (including the aggregate of ADSs and CUFS held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article (5) and to comply with requests for information from the Company or the Depositary pursuant to the laws of Ireland, the rules and requirements of any stock exchange on which the CUFS are, or will be registered, traded or listed, and the Company’s 's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.

Appears in 2 contracts

Sources: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, this Receipt, the constituent documents of the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Irish law, Australian New Zealand law, any applicable law of the United States, the constituent documents of the Company, any resolutions of the Company’s 's Board of Directors or authorized committee thereof adopted pursuant to such constituent documents, the requirements of any markets or exchanges upon which the CUFSShares, ADSs or Receipts are listed or traded, the terms of the CHESS Depositary or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), ) or that the Company shall reasonably request of such Holder or Beneficial Owner regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of IrelandNew Zealand, the constituent documents of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or CUFS Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or CUFS Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held CUFS Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and (c) without limiting the generality of the foregoing, comply with all applicable provisions of Irish New Zealand law, the rules and requirements of any stock exchange on which the CUFS Shares are, or will be registered, traded or listed and the Company’s 's constituent documents regarding any such Holder or Beneficial Owner’s 's interest in CUFS Shares (including the aggregate of ADSs and CUFS Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to timely furnish the Company and the Depositary with any such notification made in accordance with this Article (5) 5 and the Deposit Agreement and to comply with requests for information from the Company or the Depositary pursuant to the laws of IrelandNew Zealand, the rules and requirements of any stock exchange on which the CUFS Shares are, or will be registered, traded or listed, and the Company’s 's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.

Appears in 1 contract

Sources: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, the constituent documents of the Company and applicable lawAgreement or this ADR, each Holder and Beneficial Owner of the ADSs represented hereby agrees to (a) provide such information as comply with requests from the Company or the Depositary may request pursuant to law (including, without limitation, relevant Irish law, Australian law, any applicable law of the United States, the constituent documents of the Company, any resolutions of the Company’s Board of Directors adopted pursuant to such constituent documents, the requirements of any markets or exchanges upon which the CUFS, ADSs or Receipts are listed or traded, the terms of the CHESS Depositary or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of Ireland, the constituent documents of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or CUFS are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or CUFS may be transferred, to the same extent as if such Holder and Beneficial Owner held CUFS directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and (c) without limiting the generality of the foregoing, comply with all applicable provisions of Irish law, the rules and requirements of the London Stock Exchange, and of any other stock exchange on which the CUFS Shares or ADSs are, or will be registeredbe, traded or listed and the Company’s constituent documents regarding any such Holder or Beneficial Owner’s interest in CUFS (including the aggregate of ADSs and CUFS held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article (5) and to comply with requests for information from the Company or the Depositary pursuant to the laws of Ireland, the rules and requirements of any stock exchange on which the CUFS are, or will be registered, traded or listed, or the Articles of Association of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner owns ADSs (and Shares, as the case may be) and regarding the identity of any other person(s) interested in such ADSs and the Company’s constituent documentsnature of such interest and various other matters, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward forward, upon the request of the Company, Company and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. Notwithstanding any other provision of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner agrees to provide such information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the “Companies Act”), including pursuant to Section 793 thereof, or the Memorandum and Articles of Association of the Company. Each Holder and Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Memorandum and Articles of Association which currently include, the withdrawal of voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the United Kingdom Disclosure and Transparency Rules (as amended from time to time, the “DTRs”) with regard to the notification to the Company of interests in Shares and certain financial instruments, which the Company has informed the Depositary provide, as of the date of Amendment No. 1 to Deposit Agreement, dated as of ________, 2016, inter alia, that a Holder must notify the Company of the percentage of its voting rights he holds as shareholder or holds or is deemed to hold through his direct or indirect holding of certain financial instruments (or a combination of such holdings) if the percentage of those voting rights (i) reaches, exceeds or falls below 3%, 4%, 5%, 6%, 7%, 8%, 9%, 10% and each 1% threshold thereafter up to 100% as a result of an acquisition or disposal of Shares or certain financial instruments, or (ii) reaches, exceeds or falls below such applicable thresholds as a result of events changing the breakdown of voting rights and on the basis of information disclosed by the Company in accordance with the DTRs. The Company has informed the Depositary that the notification must be effected as soon as possible, but not later than two trading days after the Holder (a) learns of the acquisition or disposal or of the possibility of exercising voting rights, or on which, having regard to the circumstances, should have learned of it, regardless of the date on which the acquisition, disposal or possibility of exercising voting rights takes effect, or (b) is informed of the event mentioned in (ii) above. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner who has not complied with any information request of the Company. Notwithstanding anything contained in this section to the contrary, the Depositary shall exercise its commercially reasonable efforts with respect to any action requested by the Company to be taken pursuant to the preceding sentence.

Appears in 1 contract

Sources: Deposit Agreement (Citibank,N.A./ADR)

Compliance With Information Requests. Notwithstanding any other provision of the Regulation S Deposit Agreement, Agreement to the constituent documents of the Company and applicable lawcontrary, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Irish law, Australian law, any applicable law of the United States, the constituent documents of the Company, any resolutions of the Company’s Board of Directors adopted pursuant to such constituent documents, the requirements of any markets or exchanges upon which the CUFS, ADSs or Receipts are listed or traded, the terms of the CHESS Depositary or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of Ireland, the constituent documents of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or CUFS are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or CUFS may be transferred, to the same extent as if such Holder and Beneficial Owner held CUFS directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and (c) without limiting the generality of the foregoing, comply with all applicable provisions of Irish law, the rules and requirements of any stock exchange on which the CUFS are, or will be registered, traded or listed and the Company’s constituent documents regarding any such Holder or Beneficial Owner’s interest in CUFS (including the aggregate of ADSs and CUFS held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article (5) and to comply with requests for information from the Company or the Depositary pursuant to the laws of IrelandRussian law, the rules and requirements of the of the Russian Stock Exchanges, any other stock exchange on which the CUFS Shares or Regulation S GDRs are, or will be may be, registered, traded or listed, or the Charter, which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner holds or owns Regulation S GDRs (and Shares, as the Company’s constituent documentscase may be) and regarding the identity of any other person interested in such Regulation S GDRs, the nature of such interest and various related matters, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. Failure by a Holder or Beneficial Owner to provide in a timely fashion the information requested by the Company may, in the Company’s sole discretion, result in the withholding of certain rights in respect of such Holder or Beneficial Owner’s Regulation S GDRs (including voting rights and certain rights as to dividends in respect of the Shares represented by such Regulation S GDRs). The Depositary agrees to use its commercially reasonable efforts to comply with any reasonable instructions received from the Company requesting that the Depositary take the actions specified therein to obtain such information. In the event that the Company determines that there has been a failure to comply with the applicable reporting requirements with respect to any Regulation S Deposited Securities and that sanctions are to be imposed against such Regulation S Deposited Securities pursuant to Russian law by a court of competent jurisdiction or the Company’s Charter, the Company shall notify the Depositary, giving details thereof, and shall instruct the Depositary in writing as to the application of such sanctions to the Regulation S Deposited Securities. The Depositary shall have no liability for any actions taken in accordance with such instructions.

Appears in 1 contract

Sources: Regulation S Deposit Agreement (Joint Stock Co Sitronics)

Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the constituent documents of the Company and applicable lawAgreement or any ADR(s), each Holder and Beneficial Owner agrees to (a) provide such information as comply with requests from the Company or the Depositary may request pursuant to law (including, without limitation, relevant Irish law, Australian law, any in accordance with applicable law of the United States, the constituent documents of the Company, any resolutions of the Company’s Board of Directors adopted pursuant to such constituent documents, the requirements of any markets or exchanges upon which the CUFS, ADSs or Receipts are listed or traded, the terms of the CHESS Depositary or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of Ireland, the constituent documents of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or CUFS are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or CUFS may be transferred, to the same extent as if such Holder and Beneficial Owner held CUFS directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and (c) without limiting the generality of the foregoing, comply with all applicable provisions of Irish law, the rules and requirements of the London Stock Exchange, and any other stock exchange on which the CUFS Shares or ADSs are, or will be be, registered, traded or listed and or the Articles of Association of the Company’s constituent documents regarding any , which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner’s interest Owner owns ADSs (and Shares as the case may be) and regarding the identity of any other person(s) interested in CUFS (including the aggregate of such ADSs and CUFS held by each the nature of such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder interest and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article (5) and to comply with requests for information from the Company or the Depositary pursuant to the laws of Ireland, the rules and requirements of any stock exchange on which the CUFS are, or will be registered, traded or listed, and the Company’s constituent documentsvarious other matters, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward forward, upon the request of the Company, Company and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the DepositaryDepositary and the Company agrees to reimburse the Depositary for reasonable out-of-pocket expenses incurred by the Depositary in connection with such requests. Notwithstanding any other provision of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner agrees to provide such information as the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the Great Britain Companies Act 1985 (as amended from time to time and including any statutory modification or re-enactment thereof, the "Companies Act") or the Articles of Association of the Company. Each Holder and Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Articles of Association which currently include, the withdrawal of voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Companies Act with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that any Holder or Beneficial Owner who is or becomes directly or indirectly interested (within the meaning of the Companies Act) in 3% or more of the outstanding Shares or is aware that another person for whom it holds directly or indirectly such Shares or ADSs representing such Shares is so interested, must within two (2) business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change in the particulars previously notified) notify the Company as required by the Companies Act. After the relevant threshold is exceeded, similar notifications must be made in respect of whole percentage figure increases or decreases, rounded down to the nearest whole number.

Appears in 1 contract

Sources: Deposit Agreement (Hanson Building Materials PLC)

Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, this Receipt, the constituent documents articles of association of the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, the relevant Irish law, Australian lawlaws of England and Wales, any applicable law of the United States, the constituent documents articles of association of the Company, any resolutions of the Company’s Board of Directors adopted pursuant to such constituent documentsarticles of association, the requirements of any markets or exchanges upon which the CUFSShares, ADSs or Receipts are listed or traded, the terms of the CHESS Depositary or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), ) regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of IrelandEngland and Wales, the constituent documents articles of association of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or CUFS Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or CUFS Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held CUFS Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and (c) without limiting the generality of the foregoing, comply with all applicable provisions of Irish lawthe laws of England and Wales, the Disclosure Regulations, the rules and requirements of any stock exchange on which the CUFS Shares are, or will be registered, traded or listed and the Company’s constituent documents articles of association regarding any such Holder or Beneficial Owner’s interest in CUFS Shares (including the aggregate of ADSs and CUFS Shares held by each such Holder or Beneficial Owner) and/or any other requirement for the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article (5) and the Deposit Agreement and to comply with requests for information from the Company or the Depositary pursuant to the laws of IrelandEngland and Wales, the rules and requirements of any stock exchange on which the CUFS Shares are, or will be registered, traded or listed, and the Company’s constituent documentsarticles of association, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.

Appears in 1 contract

Sources: Deposit Agreement (Midatech Pharma PLC)

Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the constituent documents articles of association of the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Irish law, Australian lawlaws of England and Wales, any applicable law of the United States, the constituent documents articles of association of the Company, any resolutions of the Company’s 's Board of Directors adopted pursuant to such constituent documentsarticles of association, the requirements of any markets or exchanges upon which the CUFSShares, ADSs or Receipts are listed or traded, the terms of the CHESS Depositary or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of IrelandEngland and Wales, the constituent documents articles of association of the Company and the requirements and rules of any markets or exchanges upon which the ADSs, Receipts or CUFS Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or CUFS Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held CUFS Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and (c) without limiting the generality of the foregoing, comply with all applicable provisions of Irish English law, the rules and requirements of any stock exchange on which the CUFS Shares are, or will be registered, traded or listed and the Company’s constituent documents 's articles of association regarding any such Holder or Beneficial Owner’s 's interest in CUFS Shares (including the aggregate of ADSs and CUFS Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article (5) and to comply with requests for information from the Company or the Depositary pursuant to the laws of IrelandEngland and Wales, the rules and requirements of any stock exchange on which the CUFS Shares are, or will be registered, traded or listed, and the Company’s constituent documents's articles of association, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.

Appears in 1 contract

Sources: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, the constituent documents of the Company and applicable lawAgreement or this ADR, each Holder and Beneficial Owner of the ADSs represented hereby agrees to (a) provide such information as comply with requests from the Company or the Depositary may request pursuant to law (including, without limitation, relevant Irish law, Australian law, any in accordance with applicable law of the United States, the constituent documents of the Company, any resolutions of the Company’s Board of Directors adopted pursuant to such constituent documents, the requirements of any markets or exchanges upon which the CUFS, ADSs or Receipts are listed or traded, the terms of the CHESS Depositary or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of Ireland, the constituent documents of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or CUFS are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or CUFS may be transferred, to the same extent as if such Holder and Beneficial Owner held CUFS directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and (c) without limiting the generality of the foregoing, comply with all applicable provisions of Irish law, the rules and requirements of the London Stock Exchange, and of any other stock exchange on which the CUFS Shares or ADSs are, or will be registeredbe, traded or listed and the Company’s constituent documents regarding any such Holder or Beneficial Owner’s interest in CUFS (including the aggregate of ADSs and CUFS held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article (5) and to comply with requests for information from the Company or the Depositary pursuant to the laws of Ireland, the rules and requirements of any stock exchange on which the CUFS are, or will be registered, traded or listed, or the Articles of Association of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner owns ADSs (and Shares, as the case may be) and regarding the identity of any other person(s) interested in such ADSs and the Company’s constituent documentsnature of such interest and various other matters, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward forward, upon the request of the Company, Company and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the DepositaryDepositary and the Company agrees to reimburse the Depositary for reasonable out-of-pocket expenses incurred by the Depositary in connection with such requests. Notwithstanding any other provision of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner agrees to provide such information as the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the Great Britain Companies Act 1985 (as amended from time to time and including any statutory modification or re-enactment thereof, the "Companies Act" or the Articles of Association of the Company. Each Holder and Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Articles of Association which currently include, the withdrawal of voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Companies Act with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that any Holder or Beneficial Owner who is or becomes directly or indirectly interested (within the meaning of the Companies Act) in 3% or more of the outstanding Shares or is aware that another person for whom it holds directly or indirectly such Shares or ADSs representing such Shares is so interested, must within two (2) business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change in the particulars previously notified) notify the Company as required by the Companies Act. After the relevant threshold is exceeded, similar notifications must be made in respect of whole percentage figure increases or decreases, rounded down to the nearest whole number.

Appears in 1 contract

Sources: Deposit Agreement (Hanson Building Materials PLC)

Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, this Receipt, the constituent documents of the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Irish law, Australian United Kingdom law, any applicable law of the United States, the constituent documents of the Company, any resolutions of the Company’s 's Board of Directors or an authorized committee thereof adopted pursuant to such constituent documents, the requirements of any markets or exchanges upon which the CUFSShares, ADSs or Receipts are listed or traded, the terms of the CHESS Depositary or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred)) or that the Company shall reasonably request of such Holder or Beneficial Owner, regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of Irelandthe United Kingdom, the constituent documents of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or CUFS Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or CUFS Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held CUFS Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and (c) without limiting the generality of the foregoing, comply with all applicable provisions of Irish United Kingdom law, the rules and requirements of any stock exchange on which the CUFS Shares are, or will be registered, traded or listed and the Company’s 's constituent documents regarding any such Holder or Beneficial Owner’s 's interest in CUFS Shares (including the aggregate of ADSs and CUFS Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to promptly furnish the Company and the Depositary with any such notification made in accordance with this Article (5) and the Deposit Agreement and to comply with requests for information from the Company or the Depositary pursuant to the laws of Irelandthe United Kingdom, the rules and requirements of any stock exchange on which the CUFS Shares are, or will be registered, traded or listed, and the Company’s 's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. The Company reserves the right to instruct Holders to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares and Holders agree to comply with such instructions.

Appears in 1 contract

Sources: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, this Receipt, the constituent documents of the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Irish law, Australian lawlaw of the United Kingdom, any applicable law of the United States, the constituent documents of the Company, any resolutions of the Company’s Board of Directors or an authorized committee thereof adopted pursuant to such constituent documents, the requirements of any markets or exchanges upon which the CUFSShares, ADSs or Receipts are listed or traded, the terms of the CHESS Depositary or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred)) or that the Company shall reasonably request of such Holder or Beneficial Owner, regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of Irelandthe United Kingdom, the constituent documents of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or CUFS Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or CUFS Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held CUFS Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and (c) without limiting the generality of the foregoing, comply with all applicable provisions of Irish United Kingdom law, the rules and requirements of any stock exchange on which the CUFS Shares are, or will be registered, traded or listed and the Company’s constituent documents regarding any such Holder or Beneficial Owner’s interest in CUFS Shares (including the aggregate of ADSs and CUFS Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to promptly furnish the Company and the Depositary with any such notification made in accordance with this Article (5) and the Deposit Agreement and to comply with requests for information from the Company or the Depositary pursuant to the laws of Irelandthe United Kingdom, the rules and requirements of any stock exchange on which the CUFS Shares are, or will be registered, traded or listed, and the Company’s constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. In addition, any Holder or Beneficial Owner who is or becomes directly or indirectly interested (for the purposes of the Disclosure and Transparency Rules), in the issued ordinary share capital of the Company equal to or in excess of the then “notifiable percentage” (at the date hereof, three percent) or such other amount as may be required by the Disclosure and Transparency Rules, or is aware that another person for whom it holds such Receipts is so interested, must within two business days (or such other period as may be required by the Disclosure and Transparency Rules) after becoming so interested or so aware, and thereafter upon any changes of at least one percent of the outstanding Shares, notify the Company as required by the Disclosure and Transparency Rules. The Depositary agrees to use its reasonable best efforts (unless advised that to do so would be prohibited by applicable law) to forward upon the request of the Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary, but, absent any such response, the Depositary’s and the Custodian’s obligations shall be limited to disclosing such information relating to the Shares in question as has been in each case recorded by it pursuant to the terms of this Deposit Agreement.

Appears in 1 contract

Sources: Deposit Agreement (Vodafone Group Public LTD Co)

Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, Agreement or this ADR to the constituent documents of the Company and applicable lawcontrary, each Holder and Beneficial Owner of the ADSs represented hereby agrees to (a) provide such information as comply with requests from the Company or the Depositary may request pursuant to law (including, without limitation, relevant Irish law, Australian law, any applicable law of the United States, the constituent documents of the Company, any resolutions of the Company’s Board of Directors adopted pursuant to such constituent documents, the requirements of any markets or exchanges upon which the CUFS, ADSs or Receipts are listed or traded, the terms of the CHESS Depositary or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of Ireland, the constituent documents of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or CUFS are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or CUFS may be transferred, to the same extent as if such Holder and Beneficial Owner held CUFS directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and (c) without limiting the generality of the foregoing, comply with all applicable provisions of Irish law, the rules and requirements of the London Stock Exchange, the UK Financial Conduct Authority and Listing Authority, the New York Stock Exchange and any other stock exchange on which the CUFS Shares or ADSs are, or will be registeredbe, traded or listed and the Company’s constituent documents regarding any such Holder or Beneficial Owner’s interest in CUFS (including the aggregate of ADSs and CUFS held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article (5) and to comply with requests for information from the Company or the Depositary pursuant to the laws of Ireland, the rules and requirements of any stock exchange on which the CUFS are, or will be registered, traded or listed, or the Memorandum and Articles of Association of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner owns ADSs (and Shares, as the case may be) and regarding the identity of any other person(s) interested in such ADSs and the Company’s constituent documentsnature of such interest and various other matters, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward assist the Company in obtaining such information, including agreeing to forward, upon the request of the Company, Company and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. Notwithstanding any other provision of the Deposit Agreement or any ADR to the contrary and without limiting the foregoing, each Holder and Beneficial Owner agrees to provide such information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the “Companies Act”), including pursuant to Section 793 thereof, or the Memorandum and Articles of Association of the Company. Each Holder and Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Memorandum and Articles of Association 3.1 R (or a combination of such holdings) if the percentage of those voting rights reaches, exceeds or falls below 3% as a result of an acquisition or disposal of shares or financial instruments falling within DTR 5.

Appears in 1 contract

Sources: Amendment No. 1 to Amended and Restated Deposit Agreement (British American Tobacco p.l.c.)

Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, the constituent documents of the Company and applicable lawAgreement or any ADR(s), each Holder and Beneficial Owner agrees to (a) provide such information as comply with requests from the Company or the Depositary may request pursuant to law (including, without limitation, relevant Irish law, Australian law, any applicable law of the United States, the constituent documents of the Company, any resolutions of the Company’s Board of Directors adopted pursuant to such constituent documents, the requirements of any markets or exchanges upon which the CUFS, ADSs or Receipts are listed or traded, the terms of the CHESS Depositary or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of Ireland, the constituent documents of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or CUFS are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or CUFS may be transferred, to the same extent as if such Holder and Beneficial Owner held CUFS directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and (c) without limiting the generality of the foregoing, comply with all applicable provisions of Irish law, the rules and requirements of the London Stock Exchange, and any other stock exchange on which the CUFS Shares or ADSs are, or will be be, registered, traded or listed and or the Articles of Association of the Company’s constituent documents regarding any , which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner’s interest Owner owns ADSs (and Shares as the case may be) and regarding the identity of any other person(s) interested in CUFS (including the aggregate of such ADSs and CUFS held by each the nature of such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder interest and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article (5) and to comply with requests for information from the Company or the Depositary pursuant to the laws of Ireland, the rules and requirements of any stock exchange on which the CUFS are, or will be registered, traded or listed, and the Company’s constituent documentsvarious other matters, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward forward, upon the request of the Company, Company and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. Notwithstanding any other provision of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner agrees to provide such information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the “Companies Act”), including pursuant to Section 793 thereof, or the Memorandum and Articles of Association of the Company. Each Holder and Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Memorandum and Articles of Association which currently include, the withdrawal of voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Transparency Obligations Directive (Disclosure and Transparency Rules) Instrument 2006 (FSA 2006/70) and the Disclosure Rules and Transparency Rules sourcebook (“DTR”), including Chapter 5 thereof (“DTR 5, Vote holder and issuer notification rules”) with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that a person must notify the issuer of the percentage of its voting rights he holds as shareholder or through his direct or indirect holding of financial instruments falling within DTR 5.3.1 R (or a combination of such holdings) if the percentage of those voting rights reaches, exceeds or falls below 3% as a result of an acquisition or disposal of shares or financial instruments falling within DTR 5.

Appears in 1 contract

Sources: Deposit Agreement (Citibank,N.A./ADR)

Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, this Receipt, the constituent documents of the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Irish law, Australian Swedish law, any applicable law of the United States, the constituent documents of the Company, any resolutions of the Company’s 's Board of Directors or authorized committee thereof adopted pursuant to such constituent documents, the requirements of any markets or exchanges upon which the CUFSShares, ADSs or Receipts are listed or traded, the terms of the CHESS Depositary or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), ) or that the Company shall reasonably request of such Holder or Beneficial Owner regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of Irelandthe Kingdom of Sweden, the constituent documents of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or CUFS Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or CUFS Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held CUFS Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and (c) without limiting the generality of the foregoing, comply with all applicable provisions of Irish Swedish law, the rules and requirements of any stock exchange on which the CUFS Shares are, or will be registered, traded or listed and the Company’s 's constituent documents regarding any such Holder or Beneficial Owner’s 's interest in CUFS Shares (including the aggregate of ADSs and CUFS Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article (5) and the Deposit Agreement and to comply with requests for information from the Company or the Depositary pursuant to the laws of Irelandthe Kingdom of Sweden, the rules and requirements of any stock exchange on which the CUFS Shares are, or will be registered, traded or listed, and the Company’s 's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. The Company reserves the right to instruct Holders to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares and Holders agree to comply with such instructions.

Appears in 1 contract

Sources: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the constituent documents of the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Irish law, Australian United Kingdom law, any applicable law of the United States, the constituent documents of the Company, any resolutions of the Company’s 's Board of Directors or an authorized committee thereof adopted pursuant to such constituent documents, the requirements of any markets or exchanges upon which the CUFSShares, ADSs or Receipts are listed or traded, the terms of the CHESS Depositary or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred)) or that the Company shall reasonably request of such Holder or Beneficial Owner, regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of Irelandthe United Kingdom, the constituent documents of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or CUFS Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or CUFS Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held CUFS Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and (c) without limiting the generality of the foregoing, comply with all applicable provisions of Irish United Kingdom law, the rules and requirements of any stock exchange on which the CUFS Shares are, or will be registered, traded or listed and the Company’s 's constituent documents regarding any such Holder or Beneficial Owner’s 's interest in CUFS Shares (including the aggregate of ADSs and CUFS Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to promptly furnish the Company and the Depositary with any such notification made in accordance with this Article (5) Section 3.5 and to comply with requests for information from the Company or the Depositary pursuant to the laws of Irelandthe United Kingdom, the rules and requirements of any stock exchange on which the CUFS Shares are, or will be registered, traded or listed, and the Company’s 's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. The Company reserves the right to instruct Holders to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares and Holders agree to comply with such instructions.

Appears in 1 contract

Sources: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Compliance With Information Requests. (a) Notwithstanding any other provision of the Deposit Agreement, the constituent documents of the Company each Owner and applicable law, each Holder and Beneficial Owner holder agrees to comply with requests (asometimes referred to herein as a "Notice") provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Irish law, Australian law, any applicable law of the United States, the constituent documents of from the Company, any resolutions pursuant to Section 793 of the Company’s Board of Directors adopted pursuant to such constituent documentsCompanies ▇▇▇ ▇▇▇▇, as amended (the requirements of any markets or exchanges upon which the CUFS, ADSs or Receipts are listed or traded, the terms of the CHESS Depositary or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred“Companies Act”), regarding which are made to provide information as to the capacity in which they own such Owner or holder owns or owned Receipts, Receipts and regarding the identity of any other persons person then or previously interested in such Receipts and the nature of such interestinterest (as such term is defined in Part 22 of the Companies Act). (b) Any Owner or holder who fails to timely provide the information required by the Notice in respect of any Shares shall, in accordance with the Articles of Association of the Company, forfeit the right to (i) direct the voting of such Shares at any meeting of shareholders and (ii) exercise any other applicable mattersrights with respect to such Shares at any such meeting; provided, however, that in the case of any such Owner or holder so failing to comply who owns 0.25% or more of the Shares outstanding (a "Substantial Owner") the directors of the Company may, in their absolute discretion, direct, by giving notice, that such Substantial Owner shall forfeit his right to (i) receive dividends in respect of such Shares and (ii) transfer such Shares otherwise than pursuant to an Arm's Length Disposal. Compliance with the requirements of a Notice shall be made within 14 days from the date of receipt of a Notice by an Owner. The foregoing restriction on or limitations of rights with respect to Shares shall cease to apply whenever (i) the Owner or holder complies with the Notice or (ii) there has been an Arm's Length Disposal of such Shares or the Receipts representing such Shares. As used in Section 3.05(b) of the Deposit Agreement, Arm's Length Disposal means (i) a bona fide sale or transfer to a person who is not a connected person for full value (including such a sale of Shares on a stock exchange) or, (ii) a disposal pursuant to a tender offer. (c) The foregoing Sections 3.04 and 3.05(a) and (b) be bound by and subject to applicable of the Deposit Agreement are summaries of certain provisions of the laws of IrelandCompanies ▇▇▇ ▇▇▇▇, the constituent documents of the Company UK Financial Conduct Authority’s Disclosure and the requirements of any markets or exchanges upon which the ADSs, Receipts or CUFS are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or CUFS may be transferred, to the same extent as if such Holder and Beneficial Owner held CUFS directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and (c) without limiting the generality of the foregoing, comply with all applicable provisions of Irish law, the rules and requirements of any stock exchange on which the CUFS are, or will be registered, traded or listed Transparency Rules and the Company’s constituent documents regarding any such Holder or Beneficial Owner’s interest 's Articles of Association and are in CUFS all respects qualified by the full text thereof, as amended from time to time. Reference to ownership of Shares in said Sections 3.04 and 3.05 of the Deposit Agreement shall be deemed to include ownership of Receipts evidencing American Depositary Shares representing Shares. (including the aggregate of ADSs and CUFS held by each such Holder or Beneficial Ownerd) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article (5) and to comply with requests for information from the Company or the Depositary pursuant to the laws of Ireland, the rules and requirements of any stock exchange on which the CUFS are, or will be registered, traded or listed, and the Company’s constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to comply with written requests received from the Company requesting that the Depositary forward upon the request of the Company, and at the Company’s expense, any such request requests from the Company to the Holders Owner of Receipts and shall have no liability whatsoever other than to forward use such reasonable efforts to the Company any comply with such responses to such requests received by the DepositaryCompany's requests.

Appears in 1 contract

Sources: Deposit Agreement (Bank of New York / Adr Division)

Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the constituent documents Articles of the Company Association and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Irish law, Australian Hong Kong law, any applicable law of the United States, the constituent documents Articles of the CompanyAssociation, any resolutions of the Company’s Board of Directors adopted pursuant to such constituent documentsthe Articles of Association, the requirements of any markets or exchanges upon which the CUFSShares, ADSs or Receipts are listed or traded, the terms of the CHESS Depositary or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of IrelandHong Kong, the constituent documents Articles of the Company Association and applicable South Korean law and the requirements of any markets or exchanges upon which the ADSs, Receipts or CUFS Shares are listed or tradedtraded (including but not limited to ownership and status of securities reporting requirements), or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or CUFS Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held CUFS Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and (c) and, without limiting the generality of the foregoing, (c) comply with all applicable provisions of Irish Hong Kong law, applicable South Korean law and the rules and requirements of any stock exchange on which the CUFS Shares are, or will be registered, traded or listed (including but not limited to ownership and status of securities reporting requirements) and the Company’s constituent documents Articles of Association regarding any such Holder or Beneficial Owner’s 's interest in CUFS Shares (including the aggregate of ADSs and CUFS Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article (5) and to comply with requests for information from the Company or the Depositary pursuant to the laws of IrelandHong Kong, the laws of South Korea and the rules and requirements of any stock exchange on which the CUFS Shares are, or will be registered, traded or listed, and the Company’s constituent documentsArticles of Association, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.

Appears in 1 contract

Sources: Deposit Agreement (Wing Yip Food Holdings Group LTD)

Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, this Receipt, the constituent documents of the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Irish law, Australian law, any applicable law of the United States, the constituent documents of the Company, any resolutions of the Company’s 's Board of Directors (or an authorized committee thereof) adopted pursuant to such constituent documents, the requirements of any markets or exchanges upon which the CUFSShares, ADSs or Receipts are listed or traded, the terms of the CHESS Depositary or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), ) regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of Irelandthe Commonwealth of Australia, the constituent documents of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or CUFS Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or CUFS Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held CUFS Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and (c) without limiting the generality of the foregoing, comply with all applicable provisions of Irish lawthe laws of the Commonwealth of Australia, the rules and requirements of any stock exchange on which the CUFS Shares are, or will be registered, traded or listed and the Company’s 's constituent documents regarding any such Holder or Beneficial Owner’s 's interest in CUFS Shares (including the aggregate of ADSs and CUFS Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article (5) 5 and the Deposit Agreement and to comply with requests for information from the Company or the Depositary pursuant to the laws of Irelandthe Commonwealth of Australia, the rules and requirements of any stock exchange on which the CUFS Shares are, or will be registered, traded or listed, and the Company’s 's constituent documentsdocuments within the timeframes reasonably requested by the Company or the Depositary, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable commercial efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.

Appears in 1 contract

Sources: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, the constituent documents of the Company and applicable lawAgreement or any ADR(s), each Holder and Beneficial Owner agrees to (a) provide such information as comply with requests from the Company or the Depositary may request pursuant to law (including, without limitation, relevant Irish law, Australian law, any applicable law of the United States, the constituent documents of the Company, any resolutions of the Company’s Board of Directors adopted pursuant to such constituent documents, the requirements of any markets or exchanges upon which the CUFS, ADSs or Receipts are listed or traded, the terms of the CHESS Depositary or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of Ireland, the constituent documents of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or CUFS are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or CUFS may be transferred, to the same extent as if such Holder and Beneficial Owner held CUFS directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and (c) without limiting the generality of the foregoing, comply with all applicable provisions of Irish law, the rules and requirements of the London Stock Exchange, American Stock Exchange, and any other stock exchange on which the CUFS Shares or ADSs are, or will be be, registered, traded or listed or the Memorandum and Articles of Association of the Company’s constituent documents regarding any , which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner’s interest Owner owns ADSs (and Shares as the case may be) and regarding the identity of any other person(s) interested in CUFS (including the aggregate of such ADSs and CUFS held by each the nature of such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder interest and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article (5) and to comply with requests for information from the Company or the Depositary pursuant to the laws of Ireland, the rules and requirements of any stock exchange on which the CUFS are, or will be registered, traded or listed, and the Company’s constituent documentsvarious other matters, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward assist the Company in obtaining such information, including to forward, upon the request of the Company, Company and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary; provided, that, nothing herein shall be interpreted as obligating the Depositary to (x) provide or obtain any such information not provided to the Depositary by such Holders and/or Beneficial Owners or (y) to verify or vouch for the accuracy of any information so provided to the Depositary. Notwithstanding any other provision of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner agrees to provide such information as the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the "Companies Act"), including pursuant to Section 793 thereof, or the Memorandum and Articles of Association of the Company. Each Holder and Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Memorandum and Articles of Association which currently include, the withdrawal of voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Transparency Obligations Directive (Disclosure and Transparency Rules) 3.1 R (or a combination of such holdings) if the percentage of those voting rights reaches, exceeds or falls below 3% as a result of an acquisition or disposal of shares or financial instruments falling within DTR 5.

Appears in 1 contract

Sources: Deposit Agreement (British American Tobacco p.l.c.)

Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, this Receipt, the constituent documents Articles of Association of the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to applicable law (including, without limitation, relevant Irish lawlaws of England and Wales, Australian law, any applicable law the European Union and of the United States, the constituent documents Articles of Association of the Company, any resolutions of the Company’s 's Board of Directors adopted pursuant to such constituent documentsArticles of Association, the requirements of any markets or exchanges upon which the CUFSShares, ADSs or Receipts are listed or traded, the terms of the CHESS Depositary or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), ) regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of Irelandapplicable laws, the constituent documents Articles of Association of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or CUFS Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or CUFS Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held CUFS Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and (c) without limiting the generality of the foregoing, comply with all applicable provisions of Irish applicable law, the rules and requirements of the London Stock Exchange and any other stock exchange on which the CUFS Shares are, or will be registered, traded or listed and the Company’s constituent documents 's Articles of Association regarding any such Holder or Beneficial Owner’s 's interest in CUFS Shares (including the aggregate of ADSs and CUFS Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article (5) 5 and the Deposit Agreement and to comply with requests for information from the Company or the Depositary pursuant to the laws of Irelandapplicable laws, the rules and requirements of the London Stock Exchange and any other stock exchange on which the CUFS Shares are, or will be registered, traded or listed, and the Company’s constituent documents's Articles of Association, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.

Appears in 1 contract

Sources: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the constituent documents of the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Irish law, Australian New Zealand law, any applicable law of the United States, the constituent documents of the Company, any resolutions of the Company’s 's Board of Directors or authorized committee thereof adopted pursuant to such constituent documents, the requirements of any markets or exchanges upon which the CUFSShares, ADSs or Receipts are listed or traded, the terms of the CHESS Depositary or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), ) or that the Company shall reasonably request of such Holder or Beneficial Owner regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of IrelandNew Zealand, the constituent documents of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or CUFS Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or CUFS Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held CUFS Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and (c) without limiting the generality of the foregoing, comply with all applicable provisions of Irish New Zealand law, the rules and requirements of any stock exchange on which the CUFS Shares are, or will be registered, traded or listed and the Company’s 's constituent documents regarding any such Holder or Beneficial Owner’s 's interest in CUFS Shares (including the aggregate of ADSs and CUFS Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to timely furnish the Company and the Depositary with any such notification made in accordance with this Article (5) Section 3.5 and to comply with requests for information from the Company or the Depositary pursuant to the laws of IrelandNew Zealand, the rules and requirements of any stock exchange on which the CUFS Shares are, or will be registered, traded or listed, and the Company’s 's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.

Appears in 1 contract

Sources: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the constituent documents of the Company Issuer and applicable law, each Holder Owner and Beneficial Owner agrees to (a) provide such information as the Company Issuer or the Depositary may request pursuant to law (including, without limitation, relevant Irish law, Australian law, Portuguese law and any applicable law of the United States), the constituent documents of the CompanyIssuer, any resolutions of the Company’s Issuer's Board of Directors adopted pursuant to such constituent documents, the requirements of any markets or exchanges upon which the CUFSShares, ADSs American Depositary Shares or Receipts are listed or traded, the terms of the CHESS Depositary or to any requirements of any electronic book-entry system by which the ADSs American Depositary Shares or Receipts may be transferred), regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of IrelandPortugal, the constituent documents of the Company Issuer and the requirements of any markets or exchanges upon which the ADSsAmerican Depositary Shares, Receipts or CUFS Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSsAmerican Depositary Shares, Receipts or CUFS Shares may be transferred, to the same extent as if such Holder Owner and Beneficial Owner held CUFS Shares directly, in each case irrespective of whether or not they are Holders Owners or Beneficial Owners at the time such request is made and (c) without limiting the generality of the foregoing, comply with all applicable provisions of Irish Portuguese law, the rules and requirements of any stock exchange on which the CUFS are, or will be Shares are registered, traded or listed and the Company’s Issuer's constituent documents regarding any such Holder Owner or Beneficial Owner’s 's interest in CUFS Shares (including the aggregate of ADSs American Depositary Shares and CUFS Shares held by each such Holder Owner or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder Owner or Beneficial Owner. Each Holder Owner and Beneficial Owner of ADSs American Depositary Shares further agrees to furnish the Company Issuer and the Depositary with any such notification made in accordance with this Article (5) Section 3.5 and to comply with requests for information from the Company Issuer or the Depositary pursuant to the laws of IrelandPortugal, the rules and requirements of any stock exchange on which the CUFS are, or will be Shares are registered, traded or listed, and the Company’s Issuer's constituent documents, whether or not they are Holders Owners and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the CompanyIssuer, and at the Company’s Issuer's expense, any such request from the Company Issuer to the Holders Owners and to forward to the Company Issuer any such responses to such requests received by the Depositary.

Appears in 1 contract

Sources: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the constituent documents of the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Irish law, Australian law, any applicable law of the United States, the constituent documents of the Company, any resolutions of the Company’s Board of Directors adopted pursuant to such constituent documents, the requirements of any markets or exchanges upon which the CUFS, ADSs or Receipts are listed or traded, the terms of the CHESS Depositary or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of Ireland, the constituent documents of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or CUFS are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or CUFS may be transferred, to the same extent as if such Holder and Beneficial Owner held CUFS directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and (c) without limiting the generality of the foregoing, comply with all applicable provisions of Irish law, the rules and requirements of any stock exchange on which the CUFS are, or will be registered, traded or listed and the Company’s constituent documents regarding any such Holder or Beneficial Owner’s interest in CUFS (including the aggregate of ADSs and CUFS held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article (5) Section 3.5 and to comply with requests for information from the Company or the Depositary pursuant to the laws of Ireland, the rules and requirements of any stock exchange on which the CUFS are, or will be registered, traded or listed, and the Company’s constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.

Appears in 1 contract

Sources: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, the constituent documents of the Company and applicable lawAgreement or this Receipt, each Holder and Beneficial Owner of the ADSs represented hereby agrees to (a) provide such information as comply with requests from the Company or the Depositary may request pursuant to law (including, without limitation, relevant Irish law, Australian law, any applicable law of the United States, the constituent documents of the Company, any resolutions of the Company’s Board of Directors adopted pursuant to such constituent documents, the requirements of any markets or exchanges upon which the CUFS, ADSs or Receipts are listed or traded, the terms of the CHESS Depositary or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of Irelandthe Cayman Islands, the constituent documents laws of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or CUFS are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or CUFS may be transferred, to the same extent as if such Holder and Beneficial Owner held CUFS directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and (c) without limiting the generality of the foregoing, comply with all applicable provisions of Irish lawHong Kong, the rules and requirements of National Association of Securities Dealers and any other stock exchange on which the CUFS are, or will be registered, traded or listed and the Company’s constituent documents regarding any such Holder or Beneficial Owner’s interest in CUFS (including the aggregate of ADSs and CUFS held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article (5) and to comply with requests for information from the Company or the Depositary pursuant to the laws of Ireland, the rules and requirements of any stock exchange on which the CUFS Shares are, or will be registered, traded or listed, and the Company’s constituent documentsMemorandum and Articles of Association, which are made to provide information as to the capacity in which such Holder or Beneficial Owner owns ADSs and regarding the identity of any other person interested in such ADSs and the nature of such interest and various other matters whether or not they are Holders and/or Beneficial Owners Owner at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s expense, any such request from the Company requests to the Holders and to forward to the Company any such responses to such requests received by the Depositary. Holders and holders of interests in ADSs will be subject to the provisions of the Hong Kong Securities and Futures Ordinance (the "Ordinance") and any other regulations of Hong Kong relating to disclosure of interests in Shares. For the purpose of this paragraph, "interest" shall have the meaning set forth in the Ordinance. Under the Ordinance, a Holder or holder of an interest in ADSs will have a duty to notify the Company and The Stock Exchange of Hong Kong Limited if such Holder or holder becomes aware that its interest in Shares (including its interest in Shares represented by ADSs) equals or exceeds 5% of long positions in the outstanding share capital of the Company. Such Holder or holder of an interest in ADSs may be required to further notify the Company and the Stock Exchange of Hong Kong Limited of certain changes in such Holder or beneficial owner's interest in the Shares after the first notification. Failure by a Holder or holder to disclose its interests in accordance with the applicable regulations may attract sanctions and criminal penalties. Under the Ordinance, the Company may make inquiries if the Company knows or has reasonable cause to believe that a Holder or holder of an interest in ADSs has any interest in Shares (including its interest in Shares represented by ADSs and/or any deemed or attributable interests specified in the Ordinance (including but not limited to equity derivatives)) or has a short position in Shares or ADSs. The Depositary agrees that it shall use reasonable efforts to comply with written instructions received from the Company requesting that the Depositary forward any such requests for information relating to such interest in Shares or ADSs to such Holder and to forward to the Company any responses to such requests received by the Depositary; provided that, except as otherwise provided in this Deposit Agreement, nothing herein shall be interpreted as obligating the Depositary to obtain any information not provided to the Depositary by such Holders or otherwise in the possession of the Depositary. Each of the Holders and Beneficial Owners agrees to cause its interest in Shares (including its interest in Shares represented by ADSs) be disclosed in a manner as may be required under the Ordinance and other regulations of Hong Kong and acknowledges that the Depositary does not have the obligation to ensure the compliance by any person with any laws and regulations of Hong Kong or any rules of the Stock Exchange of Hong Kong Limited.

Appears in 1 contract

Sources: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the constituent documents of the Company and applicable lawAgreement or any ADR(s), each Holder and Beneficial Owner agrees to (a) provide such information as comply with requests from the Company or the Depositary may request pursuant to law (including, without limitation, relevant Irish law, Australian law, any applicable law of the United States, the constituent documents of the Company, any resolutions of the Company’s Board of Directors adopted pursuant to such constituent documents, the requirements of any markets or exchanges upon which the CUFS, ADSs or Receipts are listed or traded, the terms of the CHESS Depositary or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of Ireland, the constituent documents of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or CUFS are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or CUFS may be transferred, to the same extent as if such Holder and Beneficial Owner held CUFS directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and (c) without limiting the generality of the foregoing, comply with all applicable provisions of Irish law, the rules and requirements of the New York Stock Exchange, and any other stock exchange on which the CUFS Shares or ADSs are, or will be be, registered, traded or listed or the Memorandum and Articles of Association of the Company’s constituent documents regarding any , which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner’s interest Owner owns ADSs (and Shares as the case may be) and regarding the identity of any other person(s) interested in CUFS (including the aggregate of such ADSs and CUFS held by each the nature of such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder interest and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article (5) and to comply with requests for information from the Company or the Depositary pursuant to the laws of Ireland, the rules and requirements of any stock exchange on which the CUFS are, or will be registered, traded or listed, and the Company’s constituent documentsvarious other matters, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward forward, upon the request of the Company, Company and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. Notwithstanding any other provision of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner agrees to provide such information as the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the Great Britain Companies Act 1985 (as amended from time to time and including any statutory modification or re-enactment thereof, the "Companies Act") or the Articles of Association of the Company. Each Holder and Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Articles of Association which currently include, the withdrawal of voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Companies Act with regard to the notification to the Company of interests in Shares, which currently provide, inter alia, that any Holder or Beneficial Owner who is or becomes directly or indirectly interested (within the meaning of the Companies Act) in 3% or more of the outstanding Shares or is aware that another person for whom it holds directly or indirectly such Shares or ADSs representing such Shares is so interested, must within two (2) business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change in the particulars previously notified) notify the Company as required by the Companies Act. After the relevant threshold is exceeded, similar notifications must be made in respect of whole percentage figure increases or decreases, rounded down to the nearest whole number.

Appears in 1 contract

Sources: Deposit Agreement (Imperial Chemical Industries PLC)

Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the constituent documents of the Company each Owner and Beneficial Owner agrees, subject to applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as comply with requests from the Company Issuer or (at the Issuer’s request) the Depositary may request pursuant to law or to ensure compliance with (including, without limitation, relevant Irish A) Swiss or other applicable law, Australian law, any applicable law of (B) the United States, the constituent documents of the Company, any resolutions of the Company’s Board of Directors adopted pursuant to such constituent documents, the requirements of any markets or exchanges upon which the CUFS, ADSs or Receipts are listed or traded, the terms of the CHESS Depositary or to any rules and requirements of any electronic book-entry system by which the ADSs ADSs, Receipts or Receipts Shares may be transferred), regarding and any stock exchange on which the Shares, Receipts or American Depositary Shares are, or will be, registered, traded or listed, (C) the Articles of Association or (D) the Deposit Agreement, which are made to obtain information, among other things, as to the capacity in which they own such Owner or owned Receipts, Beneficial Owner or any of its affiliates owns American Depositary Shares (and Shares as the case may be) and regarding the identity of any such person and any other persons then or previously person(s) interested in such Receipts American Depositary Shares (and Shares, as the case may be) and the nature of such interest, interest and any various other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of IrelandSwitzerland, the constituent documents Articles of the Company Association and the requirements of any markets or stock exchanges upon which the ADSs, Receipts or CUFS Shares are listed or tradedwill be registered, traded or listed, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or CUFS Shares may be transferred, to the same extent as if such Holder Owner and Beneficial Owner held CUFS Shares directly, in each case irrespective of whether or not they are Holders Owners or Beneficial Owners at the time such request is made and (c) without limiting the generality of the foregoing, comply with all applicable provisions of Irish law, the rules and requirements of any stock exchange on which the CUFS are, or will be registered, traded or listed and the Company’s constituent documents regarding any such Holder or Beneficial Owner’s interest in CUFS (including the aggregate of ADSs and CUFS held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article (5) and to comply with requests for information from the Company or the Depositary pursuant to the laws of Ireland, the rules and requirements of any stock exchange on which the CUFS are, or will be registered, traded or listed, and the Company’s constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward forward, upon the written request of the Company, Issuer and at the Company’s expenseexpense of the Issuer, any such written request from the Company Issuer to the Holders Owners and to forward forward, as promptly as practicable, to the Company Issuer any such responses to such requests received by the Depositary. If the Issuer requests information from the Depositary, the Custodian or the nominee of either, as the registered owner of the Shares, the obligations of the Depositary, Custodian or such nominee (as the case may be) shall, subject to Article 8 and Section 3.8 of the Deposit Agreement, be limited to disclosing to the Issuer the information contained in the register.

Appears in 1 contract

Sources: Deposit Agreement (Citibank,N.A./ADR)

Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, the constituent documents of the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Irish British Virgin Islands law, Australian law, any applicable law of the United States, the constituent documents of the Company, any resolutions of the Company’s 's Board of Directors adopted pursuant to such constituent documents, the requirements of any markets or exchanges upon which the CUFS, ADSs or Receipts are listed or traded, the terms of the CHESS Depositary or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of Irelandthe British Virgin Islands, the constituent documents of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or CUFS are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or CUFS may be transferred, to the same extent as if such Holder and Beneficial Owner held CUFS directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and (c) without limiting the generality of the foregoing, comply with all applicable provisions of Irish law, the rules and requirements of any stock exchange on which the CUFS are, or will be registered, traded or listed and the Company’s 's constituent documents regarding any such Holder or Beneficial Owner’s 's interest in CUFS (including the aggregate of ADSs and CUFS held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article (5) and to comply with requests for information from the Company or the Depositary pursuant to the laws of Irelandthe British Virgin Islands, the rules and requirements of any stock exchange on which the CUFS are, or will be registered, traded or listed, and the Company’s 's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.

Appears in 1 contract

Sources: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the constituent documents of the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Irish Argentinian law, Australian lawregulations issued by the CNV, any applicable law of the United States, the constituent documents of the Company, any resolutions of the Company’s Board of Directors adopted pursuant to such constituent documents, the requirements of any markets or exchanges upon which the CUFSShares, ADSs or Receipts are listed or traded, the terms of the CHESS Depositary or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of IrelandArgentina, regulations issued by the CNV, the constituent documents of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or CUFS Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or CUFS Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held CUFS Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and (c) without limiting the generality of the foregoing, comply with all applicable provisions of Irish Argentine law, regulations issued by the CNV, the rules and requirements of any stock exchange on which the CUFS Shares are, or will be registered, traded or listed and the Company’s constituent documents regarding any such Holder or Beneficial Owner’s interest in CUFS Shares (including the aggregate of ADSs and CUFS Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article (5) Section 3.5 and to comply with requests for information from the Company or the Depositary pursuant to the laws of IrelandArgentina, the regulations issued by the CNV, the rules and requirements of any stock exchange on which the CUFS Shares are, or will be registered, traded or listed, and the Company’s constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.

Appears in 1 contract

Sources: Deposit Agreement (Bioceres S.A.)

Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, this Receipt, the constituent documents of the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Irish law, Australian Spanish law, any applicable law of the United States, the constituent documents of the Company, any resolutions of the Company’s 's Board of Directors or authorized committee thereof adopted pursuant to such constituent documents, the requirements of any markets or exchanges upon which the CUFSShares, ADSs or Receipts are listed or traded, the terms of the CHESS Depositary or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred)) or that the Company shall reasonably directly request of such Holder or Beneficial Owner, regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of Irelandthe Kingdom of Spain, the constituent documents of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or CUFS Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or CUFS Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held CUFS Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and (c) without limiting the generality of the foregoing, comply with all applicable provisions of Irish Spanish law, the rules and requirements of any stock exchange on which the CUFS Shares are, or will be registered, traded or listed and the Company’s 's constituent documents regarding any such Holder or Beneficial Owner’s 's interest in CUFS Shares (including the aggregate of ADSs and CUFS Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article (5) and the Deposit Agreement and to comply with requests for information from the Company or the Depositary pursuant to the laws of Irelandthe Kingdom of Spain, the rules and requirements of any stock exchange on which the CUFS Shares are, or will be registered, traded or listed, and the Company’s 's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.

Appears in 1 contract

Sources: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, the constituent documents of the Company and applicable lawAgreement or this ADR, each Holder and Beneficial Owner of the ADSs represented hereby agrees to (a) provide such information as comply with requests from the Company or the Depositary may request pursuant to law (including, without limitation, relevant Irish law, Australian law, any applicable law of the United States, the constituent documents of the Company, any resolutions of the Company’s Board of Directors adopted pursuant to such constituent documents, the requirements of any markets or exchanges upon which the CUFS, ADSs or Receipts are listed or traded, the terms of the CHESS Depositary or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of Ireland, the constituent documents of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or CUFS are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or CUFS may be transferred, to the same extent as if such Holder and Beneficial Owner held CUFS directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and (c) without limiting the generality of the foregoing, comply with all applicable provisions of Irish law, the rules and requirements of the London Stock Exchange, American Stock Exchange and any other stock exchange on which the CUFS Shares or ADSs are, or will be registeredbe, traded or listed and the Company’s constituent documents regarding any such Holder or Beneficial Owner’s interest in CUFS (including the aggregate of ADSs and CUFS held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article (5) and to comply with requests for information from the Company or the Depositary pursuant to the laws of Ireland, the rules and requirements of any stock exchange on which the CUFS are, or will be registered, traded or listed, or the Memorandum and Articles of Association of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder or Beneficial Owner owns ADSs (and Shares, as the case may be) and regarding the identity of any other person(s) interested in such ADSs and the Company’s constituent documentsnature of such interest and various other matters, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward assist the Company in obtaining such information, including agreeing to forward, upon the request of the Company, Company and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary; Notwithstanding any other provision of this Deposit Agreement or any ADR(s) and without limiting the foregoing, each Holder and Beneficial Owner agrees to provide such information as the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the "Companies Act"), including pursuant to Section 793 thereof, or the Memorandum and Articles of Association of the Company. Each Holder and Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the Memorandum and Articles of Association which currently include, the withdrawal of voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, each Holder and Beneficial Owner agrees to comply with the provisions of the Transparency Obligations Directive (Disclosure and Transparency Rules) Instrument 2006 (FSA 2006/70) and the Disclosure Rules and Transparency Rules sourcebook ("DTR"), including Chapter 5 thereof ("DTR 5, Vote holder and issuer notification rules") with regard to the notification to the Company of interests 3.1 R (or a combination of such holdings) if the percentage of those voting rights reaches, exceeds or falls below 3% as a result of an acquisition or disposal of shares or financial instruments falling within DTR 5.

Appears in 1 contract

Sources: Deposit Agreement (British American Tobacco p.l.c.)

Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the constituent documents of the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Irish Argentinian law, Australian lawregulations issued by the CNV, any applicable law of the United States, the constituent documents of the Company, any resolutions of the Company’s 's Board of Directors adopted pursuant to such constituent documents, the requirements of any markets or exchanges upon which the CUFSShares, ADSs or Receipts are listed or traded, the terms of the CHESS Depositary or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of IrelandArgentina, regulations issued by the CNV, the constituent documents of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or CUFS Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or CUFS Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held CUFS Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and (c) without limiting the generality of the foregoing, comply with all applicable provisions of Irish Argentine law, regulations issued by the CNV, the rules and requirements of any stock exchange on which the CUFS Shares are, or will be registered, traded or listed and the Company’s 's constituent documents regarding any such Holder or Beneficial Owner’s 's interest in CUFS Shares (including the aggregate of ADSs and CUFS Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article (5) Section 3.5 and to comply with requests for information from the Company or the Depositary pursuant to the laws of IrelandArgentina, the regulations issued by the CNV, the rules and requirements of any stock exchange on which the CUFS Shares are, or will be registered, traded or listed, and the Company’s 's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.

Appears in 1 contract

Sources: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the constituent documents articles of association of the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Irish law, Australian lawlaws of England and Wales, any applicable law of the United States, the constituent documents articles of association of the Company, any resolutions of the Company’s 's Board of Directors adopted pursuant to such constituent documentsarticles of association, the requirements of any markets or exchanges upon which the CUFSShares, ADSs or Receipts are listed or traded, the terms of the CHESS Depositary or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of IrelandEngland and Wales, the constituent documents articles of association of the Company and the requirements and rules of any markets or exchanges upon which the ADSs, Receipts or CUFS Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or CUFS Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held CUFS Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and (c) without limiting the generality of the foregoing, comply with all applicable provisions of Irish English law, the rules and requirements of any stock exchange on which the CUFS Shares are, or will be registered, traded or listed and the Company’s constituent documents 's articles of association regarding any such Holder or Beneficial Owner’s 's interest in CUFS Shares (including the aggregate of ADSs and CUFS Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article (5) Section 3.5 and to comply with requests for information from the Company or the Depositary pursuant to the laws of IrelandEngland and Wales, the rules and requirements of any stock exchange on which the CUFS Shares are, or will be registered, traded or listed, and the Company’s constituent documents's articles of association, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.

Appears in 1 contract

Sources: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the Receipts, the constituent documents of the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Irish law, Australian Swedish law, any applicable law of the United States, the constituent documents of the Company, any resolutions of the Company’s 's Board of Directors or authorized committee thereof adopted pursuant to such constituent documents, the requirements of any markets or exchanges upon which the CUFSShares, ADSs or Receipts are listed or traded, the terms of the CHESS Depositary or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), or that the Company shall reasonably request of such Holder or Beneficial Owner, regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of Irelandthe Kingdom of Sweden, the constituent documents of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or CUFS Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or CUFS Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held CUFS Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and (c) without limiting the generality of the foregoing, comply with all applicable provisions of Irish Swedish law, the rules and requirements of any stock exchange on which the CUFS Shares are, or will be registered, traded or listed and the Company’s 's constituent documents regarding any such Holder or Beneficial Owner’s 's interest in CUFS Shares (including the aggregate of ADSs and CUFS Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to promptly furnish the Company and the Depositary with any such notification made in accordance with this Section 3.5 and Article (5) 5 of the Receipts and to comply with requests for information from the Company or the Depositary pursuant to the laws of Irelandthe Kingdom of Sweden, the rules and requirements of any stock exchange on which the CUFS Shares are, or will be registered, traded or listed, and the Company’s 's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary. The Company reserves the right to instruct Holders to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares and Holders agree to comply with such instructions.

Appears in 1 contract

Sources: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Compliance With Information Requests. Notwithstanding any other provision of the this Deposit Agreement, the constituent documents articles of association of the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Irish law, Australian lawlaws of England and Wales, any applicable law of the United States, the constituent documents articles of association of the Company, any resolutions of the Company’s Board of Directors adopted pursuant to such constituent documentsthe articles of association of the Company, the requirements of any markets or exchanges upon which the CUFSShares, ADSs or Receipts are listed or traded, the terms of the CHESS Depositary or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of IrelandEngland and Wales, the constituent documents articles of association of the Company and the requirements and rules of any markets or exchanges upon which the ADSs, Receipts or CUFS Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or CUFS Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held CUFS Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and (c) without limiting the generality of the foregoing, comply with all applicable provisions of Irish lawthe laws of England and Wales, the Disclosure Regulations, the rules and requirements of any stock exchange on which the CUFS Shares are, or will be registered, traded or listed and the Company’s constituent documents articles of association of the Company regarding any such Holder or Beneficial Owner’s interest in CUFS Shares (including the aggregate of ADSs and CUFS Shares held by each such Holder or Beneficial Owner) and/or any other requirements for the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to furnish the Company and the Depositary with any such notification made in accordance with this Article (5) Section 3.5 and to comply with requests for information from the Company or the Depositary pursuant to the laws of IrelandEngland and Wales, the rules and requirements of any stock exchange on which the CUFS Shares are, or will be registered, traded or listed, and the articles of association of the Company’s constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.

Appears in 1 contract

Sources: Deposit Agreement (Midatech Pharma PLC)

Compliance With Information Requests. Notwithstanding any other provision of the Deposit Agreement, this Receipt, the constituent documents of the Company and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Irish law, Australian lawlaw of the United Kingdom, any applicable law of the United States, the constituent documents of the Company, any resolutions of the Company’s 's Board of Directors or an authorized committee thereof adopted pursuant to such constituent documents, the requirements of any markets or exchanges upon which the CUFSShares, ADSs or Receipts are listed or traded, the terms of the CHESS Depositary or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred)) or that the Company shall reasonably request of such Holder or Beneficial Owner, regarding the capacity in which they own or owned Receipts, the identity of any other persons then or previously interested in such Receipts and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of Irelandthe United Kingdom, the constituent documents of the Company and the requirements of any markets or exchanges upon which the ADSs, Receipts or CUFS Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or CUFS Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held CUFS Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and (c) without limiting the generality of the foregoing, comply with all applicable provisions of Irish United Kingdom law, the rules and requirements of any stock exchange on which the CUFS Shares are, or will be registered, traded or listed and the Company’s 's constituent documents regarding any such Holder or Beneficial Owner’s 's interest in CUFS Shares (including the aggregate of ADSs and CUFS Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. Each Holder and Beneficial Owner of ADSs further agrees to promptly furnish the Company and the Depositary with any such notification made in accordance with this Article (5) and the Deposit Agreement and to comply with requests for information from the Company or the Depositary pursuant to the laws of Irelandthe United Kingdom, the rules and requirements of any stock exchange on which the CUFS Shares are, or will be registered, traded or listed, and the Company’s 's constituent documents, whether or not they are Holders and/or Beneficial Owners at the time of such request. In addition, any Holder or Beneficial Owner who is or becomes directly or indirectly interested (for the purposes of the Disclosure and Transparency Rules), in the issued ordinary share capital of the Company equal to or in excess of the then “notifiable percentage” (at the date hereof, three percent) or such other amount as may be required by the Disclosure and Transparency Rules, or is aware that another person for whom it holds such Receipts is so interested, must within two business days (or such other period as may be required by the Disclosure and Transparency Rules) after becoming so interested or so aware, and thereafter upon any changes of at least one percent of the outstanding Shares, notify the Company as required by the Disclosure and Transparency Rules. The Depositary agrees to use its reasonable best efforts (unless advised that to do so would be prohibited by applicable law) to forward upon the request of the Company, and at the Company’s 's expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary, but, absent any such response, the Depositary’s and the Custodian’s obligations shall be limited to disclosing such information relating to the Shares in question as has been in each case recorded by it pursuant to the terms of this Deposit Agreement.

Appears in 1 contract

Sources: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)