Amendments to the Form of Adr Clause Samples
The "Amendments to the Form of ADR" clause defines the process and conditions under which the form or terms of an American Depositary Receipt (ADR) may be changed. Typically, this clause outlines who has the authority to make such amendments—often the depositary bank—and whether the consent of ADR holders is required. For example, it may allow for updates to reflect changes in applicable law or to clarify procedures, provided that such changes do not materially prejudice the rights of the holders. The core function of this clause is to provide flexibility for the issuer and depositary to adapt the ADR terms as needed, while balancing the protection of investors' interests.
Amendments to the Form of Adr. SECTION 3.01. All references in the form of ADR to the number of Shares represented by each ADS is amended to reflect that each ADS represents two Shares.
SECTION 3.03. The form of ADR, reflecting the amendments set forth herein, is amended and restated to read as set forth as Exhibit A hereto.
Amendments to the Form of Adr. 4 SECTION 3.01
Amendments to the Form of Adr. SECTION 3.01. The address of the Depositary set forth in the form of ADR is amended to reflect the address set forth in Section 2.03 of this Amendment.
SECTION 3.02. The form of ADR, reflecting the amendments set forth in Section 3.01 hereof, is amended and restated to read as set forth as Exhibit A hereto.
Amendments to the Form of Adr. SECTION 3.01. The address of the Depositary set forth in the form of ADR is amended to reflect the address set forth in Section 2.05 of this Amendment.
SECTION 3.02. The fifth sentence of paragraph (1) of each ADR, including the form of ADR set forth in the Deposit Agreement, is amended to read as follows: Every person depositing Shares under the Deposit Agreement represents and warrants that such Shares are validly issued and outstanding, fully paid, nonassessable and free of pre-emptive rights, that the person making such deposit is duly authorized so to do and that such Shares (A) are not "restricted securities" as such term is defined in Rule 144 under the Securities Act of 1933 ("Restricted Securities") unless at the time of deposit the requirements of paragraphs (c), (e), (f) and (h) of Rule 144 shall not apply and such Shares may be freely transferred and may otherwise be offered and sold freely in the United States or (B) have been registered under the Securities Act of 1933. To the extent the person depositing Shares is an "affiliate" of the Company as such term is defined in Rule 144, the person also represents and warrants that upon the sale of the ADSs, all of the provisions of Rule 144 which enable the Shares to be freely sold (in the form of ADSs) will be fully complied with and, as a result thereof, all of the ADSs issued in respect of such Shares will not be on the sale thereof, Restricted Securities.
SECTION 3.03. The following sentence is inserted at the end of pargraph (5) of each ADR, including the form of ADR set forth in the Deposit Agreement: Each Holder of an ADR or an interest therein agrees to indemnify the Depositary, the Company, the Custodian and any of their respective directors, employees, agents and affiliates against, and hold each of them harmless from, any claims by any governmental authority with respect to taxes, additions to tax, penalties or interest arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained.
SECTION 3.04. Paragraph (7) of each ADR, including the form of ADR set forth in the Deposit Agreement, is amended to read as follows:
Amendments to the Form of Adr. SECTION 3.01. All references in the form of ADR to the Depositary shall be references to JPMorgan Chase Bank, N.A., a national banking association organized under the laws of the United States.
SECTION 3.02. All references in the form of ADR to the number of Shares represented by each ADS is amended to reflect that each ADS represents fifteen Shares.
SECTION 3.03. The form of ADR, reflecting the amendments set forth herein and the change of address for the Commission hereof, is amended and restated to read as set forth as Exhibit A hereto.
Amendments to the Form of Adr. All references in the form of ADR to the Depositary shall be references to JPMorgan Chase Bank, N.A., a national banking association organized under the laws of the United States.
Amendments to the Form of Adr. SECTION 3.01. The form of Receipt, as amended to reflect the changes set forth in Article II of this Amendment, is set forth in Exhibit A hereto.
Amendments to the Form of Adr. SECTION 3.01. Paragraph (7) of the form of ADR is amended to read as follows:
Amendments to the Form of Adr. Paragraph (13) of the form of ADR is amended to read as follows: As soon as practicable after receipt from the Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall mail to Holders a notice stating (a) such information as is contained in such notice and any solicitation materials, (b) that each Holder on the record date set by the Depositary therefor will be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (c) the manner in which such instructions may be given. Upon receipt of instructions of a Holder on such record date in the manner and on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructions. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions. At the request of the Company, the Depositary shall deliver, at least two business days prior to the date of such meeting, a schedule of all instructions received from Holders in accordance with which the Depositary will vote or cause to be voted, the Deposited Securities represented by the ADSs evidenced by such ADRs at such meeting and corresponding information indicating the number of copies of instructions to be delivered and the period of time that is required by the Depositary to furnish copies of all such instructions and the Company and the Depositary will agree upon a schedule for such delivery and the costs to be paid therefor by the Company. The Company agrees to make the notice and any solicitation material for any such meeting available to Beneficial Owners in a timely manner, and in any event no less than 28 days prior to the date of the relevant meeting of holders of Shares, in order to allow such Beneficial Owners to provide voting instructions to the relevant Holder. For the avoidance of doubt, it is agreed that the Company shall bear the sole responsibility for distributing any notices and solicitation materials to Beneficial Owners pursuant to the foregoing procedures, ...
Amendments to the Form of Adr. SECTION 3.01. All references in the form of American Depositary Receipt to the number of Shares represented by each American Depositary Share is amended to reflect that each American Depositary Share represents one Share.
SECTION 3.02. The address of the Commission set forth in Article (11) of the form of American Depositary Receipt is amended by deleting the address set forth therein and replacing it with "100 ▇. ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇".
SECTION 3.03. The form of American Depositary Receipt, reflecting the amendments set forth in Article III hereof, is amended and restated to read as set forth as Exhibit A hereto.