Common use of Elective Distributions Clause in Contracts

Elective Distributions. Whenever the Company intends to distribute a dividend payable at the election of the holders of Shares in cash or in additional Shares, the Company shall give timely prior notice thereof to the Depositary stating whether or not it wishes such elective distribution to be made available to Holders of Regulation S GDRs. Upon timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of Regulation S GDRs, the Depositary shall determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of Regulation S GDRs. The Depositary shall make such elective distribution available to Holders only if the Depositary shall have (i) received timely prior written notice from the Company of the elective distribution, (ii) determined that such distribution is reasonably practicable, and (iii) received satisfactory documentation within the terms of Section 5.8 hereof. If the above conditions are not satisfied or if the Company requests that such elective distribution not be made available to Holders of Regulation S GDRs, the Depositary shall, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in Russia in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof or (Y) additional Regulation S GDRs representing such additional Shares upon the terms described in Section 4.2 hereof. If the above conditions are satisfied, the Depositary shall establish a Regulation S GDR Record Date and establish procedures to enable Holders to elect the receipt of the proposed dividend in cash or in additional Regulation S GDRs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. If a Holder elects to receive the proposed dividend (X) in cash, the dividend shall be distributed upon the terms described in Section 4.1 hereof, or (Y) in Regulation S GDRs, the dividend shall be distributed upon the terms described in Section 4.2 hereof. Nothing in this Regulation S Deposit Agreement shall obligate the Depositary to make available to Holders a method to receive the elective dividend in Shares (rather than Regulation S GDRs). There can be no assurance that Holders and Beneficial Owners generally, or any Holder or Beneficial Owner in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of the Regulation S Deposited Securities.

Appears in 1 contract

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

Elective Distributions. Whenever the Company intends to distribute a dividend payable at the election of the holders of Shares in cash or in additional Shares, the Company shall give timely prior notice thereof to the Depositary stating whether or not it wishes such elective distribution to be made available to Holders of Regulation S Rule 144A GDRs. Upon timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of Regulation S Rule 144A GDRs, the Depositary shall determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of Regulation S Rule 144A GDRs. The Depositary shall make such elective distribution available to Holders only if the Depositary shall have (i) received timely prior written notice from the Company of the elective distribution, (ii) determined that such distribution is reasonably practicable, and (iii) received satisfactory documentation within the terms of Section 5.8 hereof. If the above conditions are not satisfied or if the Company requests that such elective distribution not be made available to Holders of Regulation S Rule 144A GDRs, the Depositary shall, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in Russia in respect of the Shares for which no election is made, either (X) cash upon the terms described in Section 4.1 hereof or (Y) additional Regulation S Rule 144A GDRs representing such additional Shares upon the terms described in Section 4.2 hereof. If the above conditions are satisfied, the Depositary shall establish a Regulation S Rule 144A GDR Record Date and establish procedures to enable Holders to elect the receipt of the proposed dividend in cash or in additional Regulation S Rule 144A GDRs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. If a Holder elects to receive the proposed dividend (X) in cash, the dividend shall be distributed upon the terms described in Section 4.1 hereof, or (Y) in Regulation S Rule 144A GDRs, the dividend shall be distributed upon the terms described in Section 4.2 hereof. Nothing in this Regulation S Rule 144A Deposit Agreement shall obligate the Depositary to make available to Holders a method to receive the elective dividend in Shares (rather than Regulation S Rule 144A GDRs). There can be no assurance that Holders and Beneficial Owners generally, or any Holder or Beneficial Owner in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of the Regulation S Rule 144A Deposited Securities.

Appears in 1 contract

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