Common use of DTC DIRECT REGISTRATION SYSTEM AND PROFILE MODIFICATION SYSTEM Clause in Contracts

DTC DIRECT REGISTRATION SYSTEM AND PROFILE MODIFICATION SYSTEM. (a) Notwithstanding anything contrary in the Deposit Agreement, the parties acknowledge that the Direct Registration System ("DRS") and Profile Modification System ("Profile") shall apply to uncertificated American Depositary Shares upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC pursuant to which the Depositary may register the ownership of uncertificated American Depositary Shares, which ownership shall be evidenced by periodic statements issued by the Depositary to the Owners entitled thereto. Profile is a required feature of DRS which allows a DTC participant, claiming to act on behalf of an Owner of American Depositary Shares, to direct the Depositary to register a transfer of those American Depositary Shares to DTC or its nominee and to deliver those American Depositary Shares to the DTC account of that DTC participant without receipt by the Depositary of prior authorization from the Owner to register such transfer. (b) In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties understand that the Depositary will not verify, determine or otherwise ascertain that the DTC participant which is claiming to be acting on behalf of an Owner in requesting a registration of transfer and delivery as described in subsection (a) has the actual authority to act on behalf of the Owner (notwithstanding any requirements under the Uniform Commercial Code). For the avoidance of doubt, the provisions of Sections 5.3 and 5.8 of the Deposit Agreement shall apply to the matters arising from the use of the DRS. 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 shall not constitute negligence or bad faith on the part of the Depositary.

Appears in 1 contract

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

DTC DIRECT REGISTRATION SYSTEM AND PROFILE MODIFICATION SYSTEM. (a) Notwithstanding anything contrary in the provisions of Section 2.04 of the Deposit Agreement, the parties acknowledge that the Direct Registration System ("DRS") and Profile Modification System ("that system,or any successor system performing similar functions that is administered by DTC, “Profile") shall apply to uncertificated American Depositary Shares upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC the Depositary pursuant to which the Depositary may register the ownership of uncertificated American Depositary Shares, which ownership shall be evidenced by periodic statements issued sent by the Depositary to the Owners entitled thereto. Profile is a required feature of DRS which that allows a DTC participant, claiming to act on behalf of an Owner of American Depositary SharesOwner, to direct the Depositary to register a transfer of those American Depositary Shares to DTC or its nominee and to deliver those American Depositary Shares to the DTC account of that DTC participant without receipt by the Depositary of prior authorization from the Owner to register such transfer. (b) In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties understand that the Depositary will not verify, determine or otherwise ascertain that the DTC participant which is claiming to be acting on behalf of an Owner in requesting a registration of transfer and delivery as described in subsection (a) has the actual authority to act on behalf of the Owner (notwithstanding any requirements under the Uniform Commercial Code). For the avoidance of doubt, the provisions of Sections 5.3 5.03 and 5.8 5.08 of the Deposit Agreement shall apply to the matters arising from the use of the DRS. The parties agree that the Depositary's ’s reliance on and compliance with instructions received by the Depositary through the DRS/Profile System system and in accordance with the Deposit Agreement Agreement, shall not constitute negligence or bad faith on the part of the Depositary.

Appears in 1 contract

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

DTC DIRECT REGISTRATION SYSTEM AND PROFILE MODIFICATION SYSTEM. (a) Notwithstanding anything contrary in the Deposit Agreementprovisions of Section 2.04, the parties acknowledge that the DTC’s Direct Registration System ("DRS") and Profile Modification System ("Profile") shall apply to uncertificated the American Depositary Shares upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC pursuant to which the Depositary may register the ownership that facilitates interchange between registered holding of uncertificated American Depositary Shares, which ownership shall be evidenced by periodic statements issued by the Depositary to the Owners entitled theretosecurities and holding of security entitlements in those securities through DTC and a DTC participant. Profile is a required feature of DRS which that allows a DTC participant, claiming to act on behalf of an Owner of American Depositary Shares, to direct the Depositary to register a transfer of those American Depositary Shares to DTC or its nominee and to deliver those American Depositary Shares to the DTC account of that DTC participant without receipt by the Depositary of prior authorization from the Owner to register such that transfer. (b) In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties understand acknowledge that the Depositary will not verify, determine or otherwise ascertain that whether the DTC participant which that is claiming to be acting on behalf of an Owner in requesting a registration of transfer and delivery as described in subsection paragraph (a) above has the actual authority to act on behalf of the that Owner (notwithstanding any requirements under the Uniform Commercial Code). For the avoidance of doubt, the provisions of Sections 5.3 5.03 and 5.8 of the Deposit Agreement shall 5.08 apply to the matters arising from the use of the DRS/Profile. The parties agree that the Depositary's ’s reliance on and compliance with instructions received by the Depositary through the DRS/Profile System system and otherwise in accordance with the this Deposit Agreement shall not constitute negligence or bad faith on the part of the Depositary.

Appears in 1 contract

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