Direct Registration System Clause Samples

Direct Registration System. The term "

Direct Registration System. (a) ADSs may be maintained by the Depositary in book-entry form known as the "Direct Registration System" ("DRS"). Upon issuance of ADSs, the ADSs of each Owner will be credited to the DRS account of each such Owner and in each such Owner’s name. Each Owner will be given the option of (i) receiving a certificate representing its ADSs, (ii) transfering such ADSs to a broker designated by each and every person or entity in whose name such ADSs are registered on the books of the Depositary or (iii) maintaining their ADSs in DRS. (b) The Issuer understands that Profile is a required feature of DRS. Profile allows a participant of The Depository Trust Company (“DTC”) claiming to act on behalf of the Owner of ADSs, to direct the Depositary to transfer to such DTC participant the ADSs designated by such DTC participant without receipt by the Depositary of such prior written authorization from the Owner to transfer such ADSs. (c) The Issuer understands the Depositary will not verify, determine or otherwise ascertain that the DTC participant which is claiming to be acting on behalf of an Owner is, in fact, authorized to act on behalf of such Owner. The Issuer and each Owner agree that the Depositary shall have no liability for relying upon and complying with directions from a DTC participant as set forth above; and the Issuer shall indemnify and hold harmless the Depositary from and against any liability, expense, damage, loss and judgment arising from or related to the foregoing (including reasonable attorneys fees and expenses and expenses arising from or connected with the enforcement of this provision). For the avoidance of doubt, (i) the Depositary shall be fully protected by the foregoing limitation of liability and indemnification with respect to reliance upon and compliance with instructions from the DTC participant even if the Depositary's reliance on, and compliance with, such instructions is determined by a final, non-appealable order or judgment of a court of competent jurisdiction to constitute negligence, willful misconduct, breach of any duty owed by the Depositary to such Owner or violation of any law and (ii) the forgoing shall not apply to the manner in which the Depositary carries out actual transfer of the ADSs which are the subject of the DTC participant’s instruction, which transfer shall continue to be governed by the other applicable terms of this Deposit Agreement. By way of example and not by way of limitation, if a court determines that t...

Direct Registration System. In the deposit agreement, all parties to the deposit agreement acknowledge that the DRS and Profile Modification System, or Profile, will apply to uncertificated ADSs upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC under which the depositary may register the ownership of uncertificated ADSs and such ownership will be evidenced by periodic statements sent by the depositary to the registered holders of uncertificated ADSs. Profile is a required feature of DRS that allows a DTC participant, claiming to act on behalf of a registered holder of ADSs, to direct the depositary to register a transfer of those ADSs to DTC or its nominee and to deliver those ADSs to the DTC account of that DTC participant without receipt by the depositary of prior authorization from the ADS holder to register that transfer. In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties to the deposit agreement understand that the depositary will not determine whether the DTC participant that is claiming to be acting on behalf of an ADS holder in requesting registration of transfer and delivery described in the paragraph above has the actual authority to act on behalf of the ADS holder (notwithstanding any requirements under the Uniform Commercial Code). In the deposit agreement, the parties agree that the depositary’s reliance on and compliance with instructions received by the depositary through the DRS/Profile System and in accordance with the deposit agreement will not constitute negligence or bad faith on the part of the depositary.

Direct Registration System. In order to make the ADSs eligible for the DRS the Deposit Agreement is hereby amended as of the Effective Date by: (a) deleting the definition of "American Depositary Shares; ADS; Depositary Shares" contained in Article I of the Deposit Agreement in its entirety and inserting the following in its stead:

Direct Registration System. In order to make the ADSs eligible for the DRS, the Second Amended and Restated Deposit Agreement is hereby amended as of the Effective Date by: (a) deleting the Section 1.2 in its entirety and inserting the following in its stead:

Direct Registration System. (a) Participant understands that the Shares will be in book-entry form and will be held in a book-entry account maintained by the Company’s transfer agent evidencing ownership of the Shares. (b) Concurrently with the execution of this Agreement, the Participant shall deliver to the Company a duly executed stock assignment relating to the Shares, endorsed in blank, in the form attached to this Agreement as Exhibit A (the “Stock Power”). The Participant acknowledges and agrees that the Stock Power shall be held by the Company and that the Company may use the Stock Power to effectuate the forfeiture of Shares pursuant to this Agreement. The Participant agrees that it shall execute all certificates, instruments, documents or agreements and shall take all other reasonable actions requested by the Company in order to effectuate the forfeiture of Shares pursuant to this Agreement. (c) Notwithstanding anything herein to the contrary, in the event Unvested Shares are represented by a certificate, such certificate shall have affixed thereto a restrictive legend in substantially the form set forth in Section 5 (in addition to any other legends that may be required under federal or state securities laws), and such certificate shall be deposited with the Company, together with a stock power executed by Participant endorsed in blank.

Direct Registration System. In order to make the GDSs eligible for the DRS, the Deposit Agreement is hereby amended as of the Effective Date by: (a) deleting the Section 1.17 in its entirety and inserting the following in its stead:

Direct Registration System. (a) American Depositary Shares may be maintained by Owners with the Depositary in book-entry form in the Direct Registration System. If an Owner opts to hold American Depositary Shares in DRS, a separate entry in the books and records of the Depositary, will be established in the name of each registered Owner of American Depositary Shares or, if there is more than one registered Owner for the same American Depositary Shares, in the name of all such registered Owners of such American Depositary Shares (the registered Owner of American Depositary Shares is referred to herein as, or if there is more than one registered Owner of the same American Depositary Shares, such registered Owners are collectively referred to herein as, "Registered Owner"). Upon issuance of American Depositary Shares in DRS, the American Depositary Shares of each Registered Owner will be registered in the name of each such Registered Owner. Each Registered Owner will be given the option of (i) receiving a certificate representing its American Depositary Shares, (ii) transferring such American Depositary Shares to a broker designated unanimously by the Registered Owner of such American Depositary Shares or (iii) maintaining their American Depositary Shares in DRS. (b) A feature of DRS (currently referred to as "Profile") allows a broker, claiming to act on behalf of a Registered Owner of American Depositary Shares, to direct the Depositary to transfer to such broker the American Depositary Shares (c) The Depositary will not verify, determine or otherwise ascertain the accuracy and authenticity of the prior written authorization provided for in (b) above and it shall have no liability in relying upon such prior written authorization.

Direct Registration System. In the deposit agreement, all parties to the deposit agreement acknowledge that the Direct Registration System, also referred to as DRS, and the Profile Modification System, also referred to as Profile, will apply to the ADSs. DRS is a system administered by The Depository Trust Company, or DTC, that facilitates interchange between registered holding of uncertificated securities and holding of security entitlements in those securities through DTC and a DTC participant. Profile is a required feature of DRS that allows a DTC participant, claiming to act on behalf of an Owner of ADSs, to direct the depositary to register a transfer of those ADSs to DTC or its nominee and to deliver those ADSs to the DTC account of that DTC participant without receipt by the depositary of prior authorization from the Owner to register that transfer. In connection with DRS/Profile, the parties to the deposit agreement acknowledge that the depositary will not determine whether the DTC participant that is claiming to be acting on behalf of an Owner in requesting a registration of transfer and delivery as described in the paragraph above has the actual authority to act on behalf of the Owner (notwithstanding any requirements under the Uniform Commercial Code). In the deposit agreement, the parties agree that the depositary’s reliance on and compliance with instructions received by the depositary through the DRS/Profile system and in accordance with the deposit agreement will not constitute negligence or bad faith on the part of the depositary.