Disclosure of Beneficial Ownership. (a) Without prejudice to the requirements of applicable law concerning disclosure of beneficial ownership of Shares, any Beneficial Owner (as defined below) of American Depositary Shares who becomes, or ceases to be, directly or indirectly the Beneficial Owner of more than five percent (5%) of all outstanding Shares (whether such interest is held in whole or in part through Receipts) shall, within five (5) days (excluding Saturdays, Sundays and legal holidays in any part of Japan) following such event, send written notice to the Issuer at its head office in Japan as specified in Section 7.5 containing the following information:
Disclosure of Beneficial Ownership. The Company may from time to time request that any Holder or Owner (or former Holder or Owner) of American Depositary Shares provide information as to the capacity in which it holds or held American Depositary Shares or such beneficial interest and regarding the identity of any other persons then or previously having a beneficial interest in such American Depositary Shares, and the nature of such interest and various other matters. Each such Holder or Owner agrees to provide such information reasonably requested by the Company pursuant to this Section. The Depositary agrees to comply with reasonable written instructions received from time to time from the Company requesting that the Depositary forward any such requests to the Holders or Owners and to forward to the Company any responses to such requests received by the Depositary. Each Holder and Owner agrees to comply with any applicable law, including in both the United States and Israel, with regard to the notification to the Company of the holding or proposed holding of certain interests in Shares and the obtaining of certain consents, to the same extent as if such Holder or Owner were a registered holder or beneficial owner of Shares. The Depositary is not required to take any action with respect to such compliance on behalf of any Holder or Owner, including the provision of the notification described below. Each Holder and Owner agrees to comply with the provisions of applicable law, including in both the United States and Israel, which may require that persons who hold a direct or indirect interest in 5% or more of the voting securities of the Company (including persons who hold such an interest through the holding of Receipts) give written notice of their interest and any subsequent changes in their interest to the Company.
Disclosure of Beneficial Ownership. Notwithstanding any other provision of the Deposit Agreement or this ADR, each Holder and Beneficial Owner agrees to comply with requests from the Company pursuant to the laws of Jersey or The United Kingdom, the rules of the London Stock Exchange and any other stock exchange on which the Shares 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 and Beneficial Owner owns ADSs (and Shares as the case may be) and regarding the identity of any other person interested in such ADSs and the nature of such interest, whether or not they are Holders at the time of such request. The Depositary agrees to use its reasonable efforts to comply, at the Company's expense, with written instructions received from the Company requesting that the Depositary forward any such request from the Company to the Holder and to forward to the Company any such responses to such requests received by the Depositary. Each Holder or Beneficial Owner agrees that such Holder or Beneficial Owner, (i) is bound by and subject to the Articles of Association of the Company as if such Holder were a registered holder of Shares and (ii) will provide such information within the prescribed period as the Company may request in a disclosure notice ("Disclosure Notice") given pursuant to any applicable provision of Jersey or United Kingdom law or the Articles of Association of the Company. Each Holder and Beneficial Owner further acknowledges that failure by such Holder or Beneficial Owner to provide on a timely basis the information required in any Disclosure Notice may result in the withholding of certain rights in respect of such Holder's or Beneficial Owner's American Depositary Shares including, without limitation, voting rights, the right to receive dividends or other payments and rights of free transferability in respect of the Shares represented by such American Depositary Shares. Each Holder and Beneficial Owner agrees to comply with all applicable provisions of Jersey and United Kingdom law and the Articles of Association of the Company with regard to notification to the Company of such Holder's or Beneficial Owner's interest in Shares, including any provision requiring such Holder to disclose within a prescribed period an interest in Shares equal to or in excess of three percent (3%) of such Shares outstanding or such other percentage as may be req...
Disclosure of Beneficial Ownership. The Company and the Depositary may from time to time request Holders and Beneficial Owners or former Holders or former Beneficial Owners to provide information as to the capacity in which they hold or held Receipts and regarding the identity of any other persons then or previously interested in such Receipts and the nature of such interest and various other matters. Each Holder or Beneficial Owner agrees to provide any such information reasonably requested by the Company or the Depositary pursuant to this paragraph and such agreement shall survive any disposition of their interest in Deposited Securities.
Disclosure of Beneficial Ownership. The Company or the Depositary may from time to time request Holders or former Holders to provide information as to the capacity in which they hold or held Receipts and regarding the identity of any other persons then or previously interested in such Receipts and the nature of such interest and various other matters. Each such Holder agrees to provide any such information reasonably requested by the Company or the Depositary pursuant to this Section whether or not still a Holder at the time of such request. The Depositary agrees to use its reasonable efforts to comply with written instructions received from the Company requesting that the Depositary forward any such requests to such Holders and to the last known address, if any, of such former Holders and to forward to the Company any responses to such requests received by the Depositary, and to use its reasonable efforts, at the Company's request and expense, to assist the Company in obtaining such information with respect to the ADSs evidenced by an ADR, provided that nothing herein shall be interpreted as obligating the Depositary to provide or obtain any such information not provided to the Depositary by such Holders or former Holders.
Disclosure of Beneficial Ownership. To the extent that the provisions of or governing any Deposited Securities require disclosure of or impose limits on beneficial or other ownership of Deposited Securities, other Shares and other securities and provide for blocking transfer, voting or other rights to enforce that disclosure or those limits, Owners and Beneficial Owners shall comply with those disclosure requirements and ownership limitations and cooperate with the Depositary in the Depositary's compliance with any Company instructions relating to those requirements and limits. The Depositary shall use reasonable efforts to comply with Company instructions relating to disclosure requirements or ownership limitations of the type referred to in the preceding sentence. Each Owner and Beneficial Owner shall provide information the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the United Kingdom Companies Act 1985 (that Act, as amended and including any statutory re-enacxxxxx xf that Act, the "Companies Act") or the Articles of Association of the Company within the time period specified in that Disclosure Notice. As of the date of the Deposit Agreement, failure to comply with a Disclosure Notice could result in the imposition of sanctions against the holder of the 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 of the Company, including the withdrawal of the voting rights of those Shares and the imposition of restrictions on the rights to receive dividends and to transfer those Shares. In addition, each Owner and Beneficial Owner shall comply with the provisions of the Companies Act with regard to notifying the Company of interests in Shares. As of the date of the Deposit Agreement, the Companies Act required that any person that is or becomes directly or indirectly interested (within the meaning of the Companies Act) in three percent or more of the outstanding Shares, or is aware that another person for whom that person holds Shares is so interested must, within two business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change to the particulars previously notified), notify the Company as required by the Companies Act.
Disclosure of Beneficial Ownership. The Company may from time to time request that any Owner or beneficial owner (or former Owner or beneficial owner) of a Receipt provide information as to the capacity in which it holds or held Receipts or such beneficial interest and regarding the identity of any other persons then or previously having a beneficial interest in such Receipts, and the nature of such interest and various other matters. Each such Owner or beneficial owner agrees to provide such information reasonably requested by the Company pursuant to this Article. The Depositary agrees to comply with reasonable written instructions received from time to time from the Company requesting that the Depositary forward any such requests to the Owners and to forward to the Company any such responses to such requests received by the Depositary. Each Owner and beneficial owner agrees to comply with any applicable provision of Israeli law with regard to the notification to the Company of the holding or proposed holding of certain interests in Shares and the obtaining of certain consents, to the same extent as if such Owner or beneficial owner were a registered holder or beneficial owner of Shares. The Depositary is not required to take any action with respect to such compliance on behalf of any Owner or beneficial owner, including the provision of the notifications described below. Under Israeli law, persons who hold a direct or indirect interest in 5% or more of the voting securities of the Company (including persons who hold such an interest through the holding of Receipts) are required to give written notice of their interest and any subsequent changes in their interest to the Company. Holders of Receipts are subject to certain provisions of the rules and regulations promulgated under the Securities Exchange Act of 1934 relating to the disclosure of interests in the Shares. Any holder of Receipts who is or becomes directly or indirectly a beneficial owner of 5% (or such other percentage as may be prescribed by law or regulation) or more of the outstanding Shares must within 10 days after becoming so interested and thereafter upon certain changes in such interests notify the Company, any U.S. securities exchange on which the Receipts (or Shares) are traded and the Commission, as required by such rules and regulations.
Disclosure of Beneficial Ownership. The Company may from time to time request Owners to provide information (a) as to the capacity in which such Owners own or owned Receipts, (b) regarding the identity of any other persons then or previously interested in such Receipts and (c) the nature of such interest and various other matters. Each Owner agrees to provide any information requested by the Company or the Depositary pursuant to this Section. The Depositary agrees to use reasonable efforts to comply with written instructions received from the Company requesting that the Depositary forward any such requests to the Owners and to forward to the Company any responses to such requests received by the Depositary. The Depositary further agrees that it shall cooperate with the Company in enforcing the provisions of the Hong Kong Securities (Disclosure of Interests)and Futures Ordinance and any other legislation or regulations of Hong Kong from time to time relating to disclosure of interests, including sanctions that the Company may invoke in the event an Owner fails to provide certain requested information concerning interests in Receipts or Deposited Securities. Such sanctions may include limitations on the transfer of such Deposited Securities. An Owner also may have a duty under the Hong Kong Securities (Disclosure of Interests)and Futures Ordinance to notify the Company and The Stock Exchange of Hong Kong Limited if such Owner becomes aware that its interest (which term is broadly defined under such Ordinance) in Deposited Securities evidenced by Receipts together with any other interests of such Owner in Deposited Securities is the equivalent of 105% or more of the relevant class of the issued share capital of the Company. Under the Hong Kong Securities (Disclosure of Interests)and Futures Ordinance, such Owner may be required to further notify the Company and The Stock Exchange of Hong Kong Limited in the event such Owner's interest changes by such percentage as would cross a whole percentage point or such Owner ceases to have an interest in 105% or more of the relevant class of securities of the Company. The Depositary is advised that under the Securities (Disclosure of Interests)and Futures Ordinance as currently in effect, the change of a whole percentage point is calculated by rounding down the percentage to the nearest whole number. Thus, for example, if an interest increased form 10.9from 5.9% to 11.16.1%, the Depositary is advised that there may be a duty to give notice of the change, ...
Disclosure of Beneficial Ownership. To the extent that the provisions of or governing any Deposited Securities may require disclosure of or impose limits on beneficial or other ownership of Deposited Securities, other Shares and other securities and may provide for blocking transfer, voting or other rights to enforce such disclosure or limits, Owners and all persons holding Receipts agree to comply with all such disclosure requirements and ownership limitations and to comply with any reasonable Company instructions in respect thereof. The Company reserves the right to instruct Owners to deliver their American Depositary Shares for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Owner thereof as a holder of Shares and Owners agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Owners of the Company's exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depositary, to the Company on the manner or manners in which it may enforce such rights with respect to any Owner.
Disclosure of Beneficial Ownership. The Company may from time to time request information from Owners regarding the capacity in which such Owners own or owned Receipts, the identity of any other persons then or previously having a beneficial interest in such Receipts and the nature of such interest. Each Owner agrees to provide any information reasonably requested by the Company pursuant to Section 3.4 of the Deposit Agreement. The Depositary agrees to use reasonable efforts to comply with written instructions received from the Company requesting that the Depositary forward, at the sole expense of the Company, any such requests to the Owners and to forward to the Company any such responses to such requests received by the Depositary. Owners will be subject to the provisions of the Hong Kong Securities (Disclosure of Interest) Ordinance (the Ordinance) and any other legislation or regulations of Hong Kong from time to time in effect regarding the disclosure of interests in Shares. For the purposes of this Section, the term interest shall have the meaning ascribed thereto in the Ordinance. As in effect as of the date of the Deposit Agreement under the Ordinance, an Owner may have a duty to notify the Company if such Owner becomes aware that its interest in Shares (including its interest in Shares represented by American Depositary Shares) equals or exceeds 10% or more of the issued Shares. Such Owner may be required to further notify the Company of certain changes in such Owners interest in the Shares, or if such Owner ceases to have an interest in 10% or more of the issued Shares. As in effect as of the date of the Deposit Agreement under the Ordinance, the Company has certain rights and duties to make inquiries to persons whom the Company knows or has reasonable cause to believe to be interested in the Shares (including in Shares represented by American Depositary Shares) concerning such persons interest in the Shares. In the event that any person with whom the Company has made such inquiries fails to respond thereto, or provides false information in response thereto, such person may also be subject to sanctions and criminal penalties. The Depositary agrees to use reasonable efforts to comply with written instructions received from the Company requesting that the Depositary forward, at the sole expense of the Company, any such requests to the Owners and to forward to the Company any such responses to such requests received by the Depositary, provided that nothing herein shall be interpreted ...
