The ADSs and the Shares Clause Samples
This clause defines the relationship and distinctions between American Depositary Shares (ADSs) and the underlying ordinary shares they represent. It typically clarifies how ADSs correspond to a specific number of shares, outlines the rights of ADS holders versus direct shareholders, and may address issues such as voting rights, dividend entitlements, or transferability. By establishing these details, the clause ensures that investors understand the nature of their holdings and the mechanisms by which they can exercise their rights, thereby promoting transparency and reducing confusion regarding the securities involved.
The ADSs and the Shares. The Shares and the Offered ADSs have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be validly issued, will be fully paid and non-assessable and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and the issuance of the Shares and the Offered ADSs is not subject to any pre-emptive or similar rights that have not been waived; the Shares may be freely deposited by the Company with the Custodian against issuance by the Depositary of ADRs evidencing Offered ADSs; the Offered ADSs, when issued and delivered against payment thereof, will be freely transferable to or for the account of the several Underwriters and to the initial purchasers thereof; and there are no restrictions on subsequent transfers of the Offered ADSs under the laws of the Federal Republic of Germany.
The ADSs and the Shares. The Underwritten Shares and the Underwritten ADSs have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be validly issued, will be fully paid and non-assessable and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and the issuance of the Underwritten Shares and the Underwritten ADSs is not subject to any pre-emptive or similar rights the exercise and transfer of which have not been validly and irrevocably waived or otherwise validly and irrevocably declined; the Underwritten Shares may be freely deposited by the Company with the Custodian against issuance by the Depositary of ADRs evidencing Underwritten ADSs; the Underwritten ADSs, when issued and delivered against payment thereof, will be freely transferable to or for the account of the several Underwriters and to the initial purchasers thereof; and there are no restrictions on subsequent transfers of the Underwritten ADSs under the laws of the Federal Republic of Germany.
The ADSs and the Shares. The Offered ADSs to be sold by the Company hereunder and the Shares represented thereby have been duly authorized by the Company and, the Offered ADSs and the Shares represented thereby, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and non-assessable and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and the issuance of the ADSs and the Shares represented thereby is not subject to any preemptive or similar rights, except as described in the Registration Statement, Pricing Disclosure Package and Prospectus. The Shares may be freely deposited by or on behalf of the Company with the Depositary against issuance of ADSs. The Offered ADSs, when issued and delivered against payment therefor, will be freely transferable by the Company to or for the account of the several Underwriters and (to the extent described in the Registration Statement, the Pricing Disclosure Package and the Prospectus) the initial purchasers thereof; and, subject to the Company giving the Australian Stock Exchange (the “ASX”) a notice in respect of the Shares under Section 708A(5)(e) of the Australian Corporations Act of 2001 (the “Corporations Act”) that complies with Section 708A(6) of the Corporations Act, there are no restrictions on subsequent transfers of the Offered ADSs or the Shares under the laws of Australia or the United States, except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus under “Description of Share Capital,” “Description of American Depositary Shares” and “Shares and ADSs Eligible for Future Sale”.
The ADSs and the Shares. The Offered ADSs to be issued and sold by the Company hereunder and the Shares represented thereby have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable and will conform in all material respects to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and the issuance of the ADSs and the Shares represented thereby is not subject to any pre-emptive or similar rights. The Shares may be freely deposited by or on behalf of the Company with the Depositary against issuance of ADRs evidencing the Offered ADSs; the Offered ADSs to be sold by the Company, when issued and delivered against payment thereof, will be freely transferable by the Company to or for the account of the several Underwriters; and there are no restrictions on subsequent transfers of the Offered ADSs under the laws of the Cayman Islands, the People’s Republic of China, which, for purposes of this Agreement only, excludes Taiwan, The Hong Kong Special Administrative Region and The Macau Special Administrative Region (the “PRC”) or the United States except as described in the Prospectus under “Description of share capital,” “Description of American depositary shares” and “Shares eligible for future sale.”