Common use of DISCLOSURE OF INTEREST Clause in Contracts

DISCLOSURE OF INTEREST. Notwithstanding any other provision of the ADS Deposit Agreement or this ADR, each Holder and Beneficial Owner agrees, and the Depositary agrees, to comply with the Company's Articles of Association, as they may be amended from time to time, and the laws of The Republic of France with respect to the disclosure requirements regarding ownership of Shares, all as if the ADS(s) were the Shares represented thereby. As of the date of the ADS Deposit Agreement, such disclosure requirements are as follows: Pursuant to French law and the Company's Articles of Association, any person or entity that becomes the owner, directly or indirectly, alone or in concert with other persons, of more than one-twentieth, one-tenth, three-twentieths, one-fifth, one-quarter, one-third, one-half, two-thirds, eighteen-twentieths or nineteen twentieths of the share capital or voting rights (or securities or voting rights representing Shares (which includes ADSs), as discussed below in this Article, must so notify the Company by registered letter within five (5) trading days, and the Autorite des Marches Financiers within five (5) trading days, of the date such threshold has been crossed, of the number of Shares it holds or is entitled to hold and the voting rights attached thereto. A holder of Shares is also required to notify the Company and the Autorite des Marches Financiers if the percentage of share capital or voting rights owned by such holder falls below the levels described in the previous sentence. In addition, any person acquiring more than 10% or 20% of the outstanding share capital or voting rights of the Company must file a report within 10 trading days with the Company and the Autorite des Marches Financiers, which makes such report available to the public by means of a notice. This report must state whether the acquiror is acting alone or in concert with others and indicate its intention for the following 12-month period, including whether or not it intends to continue its purchases, to acquire the control of the Company or to seek nomination (for itself or for others) to the Company's board of directors. The acquiror must also publish a press release stating its intentions in a prescribed manner. The acquiror may modify its initial intentions in a new statement, provided that this is done on the basis of significant changes in its own situation or those of its shareholders. Upon any change in intention, it must file a new report. Under the regulations of the Autorite des Marches Financiers and subject to limited exemptions, any person, or persons acting in concert, who comes to own more than 33.3% of the share capital or voting rights of the Company must initiate a public tender offer for the remainder of the share capital of the Company. In order to permit holders of share capital or voting rights to give the notice required by law, the Company is obligated to file with the Bulletin des Annonces Legales Obligatoires (“BALO”) and with the Autorite des Marches Financiers, within fifteen (15) calendar days of the Company's annual ordinary general meeting, information with respect to the total number of votes available as of the date of such meeting. If the number of Shares or available votes changes, the Company is required to publish each month, and to file with the Autorite des Marches Financiers, the number of Shares and the number of votes then available. In the event that a Holder or Beneficial Owner fails to comply with the requirements set forth in the preceding paragraph, such Holder or Beneficial Owner shall not be permitted, in accordance with, and subject to limitations provided under French law, to exercise voting rights with respect to any Shares or securities representing Shares exceeding the above-referenced thresholds as to which any required disclosure (as set forth in the preceding paragraph) has not been made until the end of a two-year (2) period following the date on which such Holder or Beneficial Owner has complied with such disclosure requirement. In addition, a French court may, under certain circumstances, eliminate all or part of the voting rights of such Holder or Beneficial Owner for a period not to exceed five (5) years, and such Holder or Beneficial Owner may be subject to criminal penalties. In addition, the Company's Articles of Association, as in effect as of the date hereof, provide that any shareholder who directly or indirectly, acting alone or in concert with others, acquires ownership or control of Shares (which includes Shares represented by ADSs) representing 0.5% or any multiple thereof of the Company's share capital and/or voting rights, or whose shareholding falls below any such limit, must inform the Company, within fifteen (15) days of the crossing of the relevant threshold up to and including the time when such Holder's or Beneficial Owner's ownership equals 50% of the Company's share capital and/or voting rights, of the number of Shares then owned by such shareholder. Failure to comply with these notification requirements may result in the Shares in excess of the relevant threshold being deprived of voting rights for all shareholder meetings until the end of a two-year (2) period following the date on which the owner thereof has complied with such notification requirements. Notification shall be made by registered letter with acknowledgment of receipt, stating whether or not the Shares are held on behalf of, under the control of, or in concert with, other legal or natural persons and indicating the date of acquisition or disposition of the Shares triggering such notification and the amount of Shares and voting rights then held by such person. In the event that a Holder or Beneficial Owner fails to comply with the requirements of the Company's Articles of Association set forth in the preceding paragraph, such Holder or Beneficial Owner, upon request of a holder or holders of 5% or more of the share capital of the Company, shall not be permitted, in accordance with, and subject to the limitations provided under French law, to exercise voting rights with respect to any Shares or shares assimilated to Shares as to which any required disclosure (as set forth in the preceding paragraph) has not been made. Such disqualification shall only apply to Shares in excess of the applicable threshold. Any person or entity that becomes the Holder or Beneficial Owner, directly or indirectly, or in concert with other shareholders of shares or Shares assimilated to Shares (which include ADSs), as discussed above in this paragraph, representing 2% or more of the share capital of the Company must provide the Company, within five (5) calendar days of reaching such ownership level, with a written notice requesting that all such Shares, as well as any Shares subsequently acquired in excess of that amount, be in registered form. Additionally, pursuant to Article 9 of the Articles of Association, Air France's board of directors may, under certain circumstances, lower such ownership level to 10,000 Shares or shares assimilated to Shares (which include ADSs) or extend these notification requirements to all shareholders. In order to facilitate compliance with these notification requirements, a Holder of ADSs may deliver to the Depositary its request that a number of Shares represented by such Holder's or Beneficial Owner's ADSs be denominated in registered form. Upon receiving such request, as soon as practicable thereafter, the Depositary shall request the Custodian to denominate such Shares in registered form and to thereafter promptly notify the Depositary and the Company that such change has been effectuated at such Holder's or Beneficial Owner's request. In addition, a non-resident of France, a non-French company or any group of non-French residents or non-French companies acting in concert or any foreign controlled resident must file a declaration administrative, or administrative notice, with French authorities if its actions would result in (i) its acquisition of more than 33.33% of the share capital or voting rights of the Company, or (ii) an increase in ownership above 33.33% of the share capital or of the voting rights of the Company, unless such non-French resident, group of non-French residents or non-French company or group of non-French companies already controls more than half of the share capital of the Company or voting rights prior to such acquisition or increase. Under such existing administrative rulings, ownership of a French company in which 33.33% or more of the share capital or voting rights are held by a foreign national gives rise to an obligation to file a declaration administrative with the French authorities. The above provisions relating to Shares or voting rights held by a person or an entity also apply to (i) Shares or voting rights held by another person or entity on behalf of such person or entity, (ii) Shares or voting rights held by any company which is directly or indirectly controlled by such person or entity, (iii) Shares or voting rights held by a third party acting in concert with such person or entity or (iv) Shares or voting rights that such person or entity, or any person or entity referred to in (i), (ii) or (iii) above, is entitled to acquire at its sole option by virtue of an agreement. In order to facilitate compliance with the notification requirements, a Holder or Beneficial Owner may deliver any notification to the Depositary with respect to Shares represented by ADSs evidenced by ADRs, and the Depositary shall, as soon as practicable, forward such notification to the Company.

Appears in 2 contracts

Samples: Ads Deposit Agreement (Citibank,N.A./ADR), Ads Deposit Agreement (Citibank,N.A./ADR)

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DISCLOSURE OF INTEREST. Notwithstanding any other provision provisions of the ADS this Deposit Agreement or this ADRAgreement, each Holder Owner and Beneficial Owner agrees, and the Depositary agrees, holder of Receipts agrees to comply with the CompanyIssuer's Articles of Associationstatuts, as they may be amended from time to time, and the laws of The Republic of France France, if applicable, with respect to the any disclosure requirements regarding ownership of Shares, all as if the ADS(s) were such Receipts were, for this purpose, the Shares represented thereby. As of the date of the ADS Deposit Agreement, such disclosure requirements are as follows: Pursuant to French law and the Company's Articles of Association, any person or entity that becomes the owner, directly or indirectly, alone or in concert with other persons, of more than one-twentieth, one-tenth, three-twentieths, one-fifth, one-quarter, one-third, one-half, two-thirds, eighteen-twentieths or nineteen twentieths of the share capital or voting rights (or securities or voting rights representing Shares (which includes ADSs), as discussed below in this Article, must so notify the Company by registered letter within five (5) trading days, and the Autorite des Marches Financiers within five (5) trading days, of the date such threshold has been crossed, of the number of Shares it holds or is entitled to hold and the voting rights attached corresponding thereto. A holder of Shares is also required to notify the Company and the Autorite des Marches Financiers if the percentage of share capital or voting rights owned by such holder falls below the levels described in the previous sentence. In addition, any person acquiring more than 10% or 20% of the outstanding share capital or voting rights of the Company must file a report within 10 trading days with the Company and the Autorite des Marches Financiers, which makes such report available to the public by means of a notice. This report must state whether the acquiror is acting alone or in concert with others and indicate its intention for the following 12-month period, including whether or not it intends to continue its purchases, to acquire the control of the Company or to seek nomination (for itself or for others) to the Company's board of directors. The acquiror must also publish a press release stating its intentions in a prescribed manner. The acquiror may modify its initial intentions in a new statement, provided that this is done on the basis of significant changes in its own situation or those of its shareholders. Upon any change in intention, it must file a new report. Under the regulations of the Autorite des Marches Financiers and subject to limited exemptions, any person, or persons acting in concert, who comes to own more than 33.3% of the share capital or voting rights of the Company must initiate a public tender offer for the remainder of the share capital of the Company. In order to permit holders of share capital or voting rights to give the notice required by law, the Company is obligated to file with the Bulletin des Annonces Legales Obligatoires (“BALO”) and with the Autorite des Marches Financiers, within fifteen (15) calendar days of the Company's annual ordinary general meeting, information with respect to the total number of votes available as of the date of such meeting. If the number of Shares or available votes changes, the Company is required to publish each month, and to file with the Autorite des Marches Financiers, the number of Shares and the number of votes then available. In the event that a Holder or Beneficial Owner fails to comply with the requirements set forth in the preceding paragraph, such Holder or Beneficial Owner shall not be permitted, in accordance with, and subject to limitations provided under French law, to exercise voting rights with respect to any Shares or securities representing Shares exceeding the above-referenced thresholds as to which any required disclosure (as set forth in the preceding paragraph) has not been made until the end of a two-year (2) period following the date on which such Holder or Beneficial Owner has complied with such disclosure requirement. In addition, a French court may, under certain circumstances, eliminate all or part of the voting rights of such Holder or Beneficial Owner for a period not to exceed five (5) years, and such Holder or Beneficial Owner may be subject to criminal penalties. In addition, the Company's Articles of Association, as in effect as of the date hereof, provide that any shareholder who directly or indirectly, acting alone or in concert with others, acquires ownership or control of Shares (which includes Shares represented by ADSs) representing 0.5% or any multiple thereof of the Company's share capital and/or voting rights, or whose shareholding falls below any such limit, must inform the Company, within fifteen (15) days of the crossing of the relevant threshold up to and including the time when such Holder's or Beneficial Owner's ownership equals 50% of the Company's share capital and/or voting rights, of the number of Shares then owned by such shareholder. Failure to comply with these notification requirements may result in the Shares in excess of the relevant threshold being deprived of voting rights for all shareholder meetings until the end of a two-year (2) period following the date on which the owner thereof has complied with such notification requirements. Notification shall be made by registered letter with acknowledgment of receipt, stating whether or not the Shares are held on behalf of, under the control of, or in concert with, other legal or natural persons and indicating the date of acquisition or disposition of the Shares triggering such notification and the amount of Shares and voting rights then held by such person. In the event that a Holder or Beneficial Owner fails to comply with the requirements of the Company's Articles of Association set forth in the preceding paragraph, such Holder or Beneficial Owner, upon request of a holder or holders of 5% or more of the share capital of the Company, shall not be permitted, in accordance with, and subject to the limitations provided under French law, to exercise voting rights with respect to any Shares or shares assimilated to Shares as to which any required disclosure (as set forth in the preceding paragraph) has not been made. Such disqualification shall only apply to Shares in excess of the applicable threshold. Any person or entity that becomes the Holder or Beneficial Owner, directly or indirectly, or in concert with other shareholders of shares or Shares assimilated to Shares (which include ADSs), as discussed above in this paragraph, representing 2% or more of the share capital of the Company must provide the Company, within five (5) calendar days of reaching such ownership level, with a written notice requesting that all such Shares, as well as any Shares subsequently acquired in excess of that amount, be in registered form. Additionally, pursuant to Article 9 of the Articles of Association, Air France's board of directors may, under certain circumstances, lower such ownership level to 10,000 Shares or shares assimilated to Shares (which include ADSs) or extend these notification requirements to all shareholders. In order to facilitate compliance with these notification requirements, a Holder of ADSs may deliver to the Depositary its request that a number of Shares represented by such Holder's or Beneficial Owner's ADSs be denominated in registered form. Upon receiving such request, as soon as practicable thereafter, the Depositary shall request the Custodian to denominate such Shares in registered form and to thereafter promptly notify the Depositary and the Company that such change has been effectuated at such Holder's or Beneficial Owner's request. In addition, a non-resident of France, a non-French company or any group of non-French residents or non-French companies acting in concert or any foreign controlled resident must file a declaration administrative, or administrative notice, with French authorities if its actions would result in (i) its acquisition of more than 33.33% of the share capital or voting rights of the Company, or (ii) an increase in ownership above 33.33% of the share capital or of the voting rights of the Company, unless such non-French resident, group of non-French residents or non-French company or group of non-French companies already controls more than half of the share capital of the Company or voting rights prior to such acquisition or increase. Under such existing administrative rulings, ownership of a French company in which 33.33% or more of the share capital or voting rights are held by a foreign national gives rise to an obligation to file a declaration administrative with the French authorities. The above provisions relating to Shares or voting rights held by a person or an entity also apply to (i) Shares or voting rights held by another person or entity on behalf of such person or entity, (ii) Shares or voting rights held by any company which is directly or indirectly controlled by such person or entity, (iii) Shares or voting rights held by a third party acting in concert with such person or entity or (iv) Shares or voting rights that such person or entity, or any person or entity referred to in (i), (ii) or (iii) above, is entitled to acquire at its sole option by virtue of an agreement. In order to facilitate compliance with the notification requirements, a Holder an Owner or Beneficial Owner holder of Receipts may deliver any notification to the Depositary with respect to Shares represented by ADSs to which American Depositary Shares evidenced by ADRssuch Receipts relate, and the Depositary shall, as soon as practicable, forward such notification to the CompanyIssuer and, if applicable, the Société des Bourses Françaises or any other authorities in The Republic of France. The Depositary agrees to furnish to the Issuer upon written request a list of the names, addresses and holdings of American Depositary Shares by all persons in whose names Receipts are registered on the books of the Depositary maintained for such purpose, in accordance with this paragraph and Section 4.10 hereof. French law provides that any individual or entity, acting alone or in concert with others, that holds, directly or indirectly, more than 5%, 10%, 20%, 33 1/3%, 50% or 66 2/3% of the Issuer's outstanding shares or voting rights or that increases or decreases its shareholding or voting rights thereof, above or below any of those percentages, must notify the Issuer within 15 calendar days of the date it crosses such thresholds of the number of shares it holds and their voting rights. Such individual or entity must also notify the Conseil des Marchés Financiers, the self-regulatory organization that has general regulatory authority over the French stock exchanges and whose members include representatives of French stockbrokers, by registered letter (with return receipt) within five trading days of crossing such threshold. Any shareholder who fails to comply with these requirements may have all or part of its voting rights suspended for up to five (5) years by the commercial court at the request of the Issuer's Chairman, any of the Issuer’s shareholders or French regulatory authorities. In addition, the Issuer's by-laws provide that every person who, acting alone or in concert with others, holds or comes into possession of shares representing 1%, or any multiple of 1%, of the Issuer’s share capital or voting rights, or whose holding falls below any such threshold, is required to notify the Issuer of such fact by registered letter (with return receipt) within 15 days of crossing such threshold. Failure to comply with such notification provisions will result in the suspension, for a minimum of two years and up to a maximum of five years, of the voting rights attached to the shares exceeding the threshold of which notice should have been given. This penalty will be applied only pursuant to a request, recorded in the minutes of the shareholder’s meeting, by one or more shareholders holding shares representing at least 1% of the Issuer's share capital.

Appears in 1 contract

Samples: Deposit Agreement (Publicis Groupe Sa)

DISCLOSURE OF INTEREST. Notwithstanding any other provision of the ADS Deposit Agreement or this ADR, each Holder and Beneficial Owner agrees, and the Depositary agrees, to comply with the Company's Articles of Association, as they may be amended from time to time, and the laws of The Republic of France with respect to the disclosure requirements regarding ownership of Shares, all as if the ADS(s) were the Shares represented thereby. As of the date of the ADS Deposit Agreement, such disclosure requirements are as follows: Pursuant to French law and the Company's Articles of Association, any person or entity that becomes the owner, directly or indirectly, alone or in concert with other persons, of more than one-twentieth, one-tenth, three-twentieths, one-fifth, one-quarter, one-third, one-half, two-thirds, eighteen-twentieths or nineteen twentieths of the share capital or voting rights (or securities or voting rights representing Shares (which includes ADSs), as discussed below in this Article, must so notify the Company by registered letter within five (5) trading days, and the Autorite des Marches Financiers within five (5) trading days, of the date such threshold has been crossed, of the number of Shares it holds or is entitled to hold and the voting rights attached thereto. A holder of Shares is also required to notify the Company and the Autorite des Marches Financiers if the percentage of share capital or voting rights owned by such holder falls below the levels described in the previous sentence. In addition, any person acquiring more than 10% or 20% of the outstanding share capital or voting rights of the Company must file a report within 10 trading days with the Company and the Autorite des Marches Financiers, which makes such report available to the public by means of a notice. This report must state whether the acquiror is acting alone or in concert with others and indicate its intention for the following 12-month period, including whether or not it intends to continue its purchases, to acquire the control of the Company or to seek nomination (for itself or for others) to the Company's board of directors. The acquiror must also publish a press release stating its intentions in a prescribed manner. The acquiror may modify its initial intentions in a new statement, provided that this is done on the basis of significant changes in its own situation or those of its shareholders. Upon any change in intention, it must file a new report. Under the regulations of the Autorite des Marches Financiers and subject to limited exemptions, any person, or persons acting in concert, who comes to own more than 33.3% of the share capital or voting rights of the Company must initiate a public tender offer for the remainder of the share capital of the Company. In order to permit holders of share capital or voting rights to give the notice required by law, the Company is obligated to file with the Bulletin des Annonces Legales Obligatoires ("BALO") and with the Autorite des Marches Financiers, within fifteen (15) calendar days of the Company's annual ordinary general meeting, information with respect to the total number of votes available as of the date of such meeting. If the number of Shares or available votes changes, the Company is required to publish each month, and to file with the Autorite des Marches Financiers, the number of Shares and the number of votes then available. In the event that a Holder or Beneficial Owner fails to comply with the requirements set forth in the preceding paragraph, such Holder or Beneficial Owner shall not be permitted, in accordance with, and subject to limitations provided under French law, to exercise voting rights with respect to any Shares or securities representing Shares exceeding the above-referenced thresholds as to which any required disclosure (as set forth in the preceding paragraph) has not been made until the end of a two-year (2) period following the date on which such Holder or Beneficial Owner has complied with such disclosure requirement. In addition, a French court may, under certain circumstances, eliminate all or part of the voting rights of such Holder or Beneficial Owner for a period not to exceed five (5) years, and such Holder or Beneficial Owner may be subject to criminal penalties. In addition, the Company's Articles of Association, as in effect as of the date hereof, provide that any shareholder who directly or indirectly, acting alone or in concert with others, acquires ownership or control of Shares (which includes Shares represented by ADSs) representing 0.5% or any multiple thereof of the Company's share capital and/or voting rights, or whose shareholding falls below any such limit, must inform the Company, within fifteen (15) days of the crossing of the relevant threshold up to and including the time when such Holder's or Beneficial Owner's ownership equals 50% of the Company's share capital and/or voting rights, of the number of Shares then owned by such shareholder. Failure to comply with these notification requirements may result in the Shares in excess of the relevant threshold being deprived of voting rights for all shareholder meetings until the end of a two-year (2) period following the date on which the owner thereof has complied with such notification requirements. Notification shall be made by registered letter with acknowledgment of receipt, stating whether or not the Shares are held on behalf of, under the control of, or in concert with, other legal or natural persons and indicating the date of acquisition or disposition of the Shares triggering such notification and the amount of Shares and voting rights then held by such person. In the event that a Holder or Beneficial Owner fails to comply with the requirements of the Company's Articles of Association set forth in the preceding paragraph, such Holder or Beneficial Owner, upon request of a holder or holders of 5% or more of the share capital of the Company, shall not be permitted, in accordance with, and subject to the limitations provided under French law, to exercise voting rights with respect to any Shares or shares assimilated to Shares as to which any required disclosure (as set forth in the preceding paragraph) has not been made. Such disqualification shall only apply to Shares in excess of the applicable threshold. Any person or entity that becomes the Holder or Beneficial Owner, directly or indirectly, or in concert with other shareholders of shares or Shares assimilated to Shares (which include ADSs), as discussed above in this paragraph, representing 2% or more of the share capital of the Company must provide the Company, within five (5) calendar days of reaching such ownership level, with a written notice requesting that all such Shares, as well as any Shares subsequently acquired in excess of that amount, be in registered form. Additionally, pursuant to Article 9 of the Articles of Association, Air France's board of directors may, under certain circumstances, lower such ownership level to 10,000 Shares or shares assimilated to Shares (which include ADSs) or extend these notification requirements to all shareholders. In order to facilitate compliance with these notification requirements, a Holder of ADSs may deliver to the Depositary its request that a number of Shares represented by such Holder's or Beneficial Owner's ADSs be denominated in registered form. Upon receiving such request, as soon as practicable thereafter, the Depositary shall request the Custodian to denominate such Shares in registered form and to thereafter promptly notify the Depositary and the Company that such change has been effectuated at such Holder's or Beneficial Owner's request. In addition, a non-resident of France, a non-French company or any group of non-French residents or non-French companies acting in concert or any foreign controlled resident must file a declaration administrative, or administrative notice, with French authorities if its actions would result in (i) its acquisition of more than 33.33% of the share capital or voting rights of the Company, or (ii) an increase in ownership above 33.33% of the share capital or of the voting rights of the Company, unless such non-French resident, group of non-French residents or non-French company or group of non-French companies already controls more than half of the share capital of the Company or voting rights prior to such acquisition or increase. Under such existing administrative rulings, ownership of a French company in which 33.33% or more of the share capital or voting rights are held by a foreign national gives rise to an obligation to file a declaration administrative with the French authorities. The above provisions relating to Shares or voting rights held by a person or an entity also apply to (i) Shares or voting rights held by another person or entity on behalf of such person or entity, (ii) Shares or voting rights held by any company which is directly or indirectly controlled by such person or entity, (iii) Shares or voting rights held by a third party acting in concert with such person or entity or (iv) Shares or voting rights that such person or entity, or any person or entity referred to in (i), (ii) or (iii) above, is entitled to acquire at its sole option by virtue of an agreement. In order to facilitate compliance with the notification requirements, a Holder or Beneficial Owner may deliver any notification to the Depositary with respect to Shares represented by ADSs evidenced by ADRs, and the Depositary shall, as soon as practicable, forward such notification to the Company.

Appears in 1 contract

Samples: Ads Deposit Agreement (Air France-KLM /Fi)

DISCLOSURE OF INTEREST. Notwithstanding any other provision of the ADS Deposit Agreement or this ADR, each Holder and Beneficial Owner agrees, and the Depositary agrees, to comply with the Company's Articles of Association, as they may be amended from time to time, and the laws of The Republic of France with respect to the disclosure requirements regarding ownership of Shares, all as if the ADS(s) were the Shares represented thereby. As of the date of the ADS Deposit Agreement, such disclosure requirements are as follows: Pursuant to French law and the Company's Articles of Association, any person or entity that becomes the owner, directly or indirectly, alone or in concert with other persons, of more than one-twentieth, one-tenth, three-twentieths, one-fifth, one-quarter, one-third, one-half, half or two-thirds, eighteen-twentieths or nineteen twentieths thirds of the share capital or voting rights (or securities or voting rights representing Shares (which includes ADSs), as discussed below in this Article, must so notify the Company by registered letter within five (5) trading days, and the Autorite des Marches Financiers within five (5) trading days, of the date such threshold has been crossed, of the number of Shares it holds or is entitled to hold and the voting rights attached thereto. A holder of Shares is also required to notify the Company and the Autorite des Marches Financiers if the percentage of share capital or voting rights owned by such holder falls below the levels described in the previous sentence. In addition, any person acquiring more than 10% or 20% of the outstanding share capital or voting rights of the Company must file a report within 10 trading days with the Company and the Autorite des Marches Financiers, which makes such report available to the public by means of a notice. This report must state whether the acquiror is acting alone or in concert with others and indicate its intention for the following 12-month period, including whether or not it intends to continue its purchases, to acquire the control of the Company or to seek nomination (for itself or for others) to the Company's board of directors. The acquiror must also publish a press release stating its intentions in a prescribed manner. The acquiror may modify its initial intentions in a new statement, provided that this is done on the basis of significant changes in its own situation or those of its shareholders. Upon any change in intention, it must file a new report. Under the regulations of the Autorite des Marches Financiers and subject to limited exemptions, any person, or persons acting in concert, who comes to own more than 33.3% of the share capital or voting rights of the Company must initiate a public tender offer for the remainder of the share capital of the Company. In order to permit holders of share capital or voting rights to give the notice required by law, the Company is obligated to file with the Bulletin des Annonces Legales Obligatoires ("BALO") and with the Autorite des Marches Financiers, within fifteen five (155) calendar days of the Company's annual ordinary general meeting, information with respect to the total number of votes available as of the date of such meeting. If In addition, if the number of Shares or available votes changeschanges by 5% or more, the Company is required to publish each monthin the BALO, and to file with the Autorite des Marches FinanciersFinanciers within fifteen (15) calendar days of such change, the number a notification of Shares and the number of votes then available. In the event that a Holder or Beneficial Owner fails to comply with the requirements set forth in the preceding paragraph, such Holder or Beneficial Owner shall not be permitted, in accordance with, and subject to limitations provided under French law, to exercise voting rights with respect to any Shares or securities representing Shares exceeding the above-referenced thresholds as to which any required disclosure (as set forth in the preceding paragraph) has not been made until the end of a two-year (2) period following the date on which such Holder or Beneficial Owner has complied with such disclosure requirement. In addition, a French court may, under certain circumstances, eliminate all or part of the voting rights of such Holder or Beneficial Owner for a period not to exceed five (5) years, and such Holder or Beneficial Owner may be subject to criminal penalties. In addition, the Company's Articles of Association, as in effect as of the date hereof, provide that any shareholder who directly or indirectly, acting alone or in concert with others, acquires ownership or control of Shares (which includes Shares represented by ADSs) representing 0.5% or any multiple thereof of the Company's share capital and/or voting rights, or whose shareholding falls below any such limit, must inform the Company, within fifteen five (155) days of the crossing of the relevant threshold up to and including the time when such Holder's or Beneficial Owner's ownership equals 50% of the Company's share capital and/or voting rights, of the number of Shares then owned by such shareholder. Failure to comply with these notification requirements may result in the Shares in excess of the relevant threshold being deprived of voting rights for all shareholder meetings until the end of a two-year (2) period following the date on which the owner thereof has complied with such notification requirements. Notification shall be made by registered letter with acknowledgment of receipt, stating whether or not the Shares are held on behalf of, under the control of, or in concert with, other legal or natural persons and indicating the date of acquisition or disposition of the Shares triggering such notification and the amount of Shares and voting rights then held by such person. In the event that a Holder or Beneficial Owner fails to comply with the requirements of the Company's Articles of Association set forth in the preceding paragraph, such Holder or Beneficial Owner, upon request of a holder or holders of 50.5% or more of the share capital of the Company, shall not be permitted, in accordance with, and subject to the limitations provided under French law, to exercise voting rights with respect to any Shares or shares assimilated to Shares as to which any required disclosure (as set forth in the preceding paragraph) has not been made. Such disqualification shall only apply to Shares in excess of the applicable threshold. Any person or entity that becomes the Holder or Beneficial Owner, directly or indirectly, or in concert with other shareholders of shares or Shares assimilated to Shares (which include ADSs), as discussed above in this paragraph, representing 2% or more of the share capital of the Company must provide the Company, within five (5) calendar days of reaching such ownership level, with a written notice requesting that all such Shares, as well as any Shares subsequently acquired in excess of that amount, be in registered form. Additionally, pursuant to Article 9 of the Articles of Association, Air France's board of directors may, under certain circumstances, lower such ownership level to 10,000 Shares or shares assimilated to Shares (which include ADSs) or extend these notification requirements to all shareholders. In order to facilitate compliance with these notification requirements, a Holder of ADSs may deliver to the Depositary its request that a number of Shares represented by such Holder's or Beneficial Owner's ADSs be denominated in registered form. Upon receiving such request, as soon as practicable thereafter, the Depositary shall request the Custodian to denominate such Shares in registered form and to thereafter promptly notify the Depositary and the Company that such change has been effectuated at such Holder's or Beneficial Owner's request. In addition, a non-resident of France, a non-French company or any group of non-French residents or non-French companies acting in concert or any foreign controlled resident must file a declaration administrative, or administrative notice, with French authorities if its actions would result in (i) its acquisition of more than 33.33% of the share capital or voting rights of the Company, or (ii) an increase in ownership above 33.33% of the share capital or of the voting rights of the Company, unless such non-French resident, group of non-French residents or non-French company or group of non-French companies already controls more than half of the share capital of the Company or voting rights prior to such acquisition or increase. Under such existing administrative rulings, ownership of a French company in which 33.33% or more of the share capital or voting rights are held by a foreign national gives rise to an obligation to file a declaration administrative with the French authorities. The above provisions relating to Shares or voting rights held by a person or an entity also apply to (i) Shares or voting rights held by another person or entity on behalf of such person or entity, (ii) Shares or voting rights held by any company which is directly or indirectly controlled by such person or entity, (iii) Shares or voting rights held by a third party acting in concert with such person or entity or (iv) Shares or voting rights that such person or entity, or any person or entity referred to in (i), (ii) or (iii) above, is entitled to acquire at its sole option by virtue of an agreement. In order to facilitate compliance with the notification requirements, a Holder or Beneficial Owner may deliver any notification to the Depositary with respect to Shares represented by ADSs evidenced by ADRs, and the Depositary shall, as soon as practicable, forward such notification to the Company.

Appears in 1 contract

Samples: Ads Deposit Agreement (Air France /Fi)

DISCLOSURE OF INTEREST. Notwithstanding any other provision provisions of the ADS Deposit Agreement or this ADRAgreement, each Holder Owner and Beneficial Owner agrees, and the Depositary agrees, holder of Receipts agrees to comply with the Company's Articles of AssociationCompanys statuts, as they may be amended from time to time, and the laws of The Republic of France France, if applicable, with respect to the disclosure requirements regarding ownership of Shares, all as if the ADS(s) were such Receipts were, for this purpose, the Shares represented thereby. As of the date of the ADS Deposit Agreement, such disclosure requirements are as follows: Pursuant to French law and the Company's Articles of Association, any person or entity that becomes the owner, directly or indirectly, alone or in concert with other persons, of more than one-twentieth, one-tenth, three-twentieths, one-fifth, one-quarter, one-third, one-half, two-thirds, eighteen-twentieths or nineteen twentieths of the share capital or voting rights (or securities or voting rights representing Shares (which includes ADSs), as discussed below in this Article, must so notify the Company by registered letter within five (5) trading days, and the Autorite des Marches Financiers within five (5) trading days, of the date such threshold has been crossed, of the number of Shares it holds or is entitled to hold and the voting rights attached corresponding thereto. A holder of Shares is also required to notify the Company and the Autorite des Marches Financiers if the percentage of share capital or voting rights owned by such holder falls below the levels described in the previous sentence. In addition, any person acquiring more than 10% or 20% of the outstanding share capital or voting rights of the Company must file a report within 10 trading days with the Company and the Autorite des Marches Financiers, which makes such report available to the public by means of a notice. This report must state whether the acquiror is acting alone or in concert with others and indicate its intention for the following 12-month period, including whether or not it intends to continue its purchases, to acquire the control of the Company or to seek nomination (for itself or for others) to the Company's board of directors. The acquiror must also publish a press release stating its intentions in a prescribed manner. The acquiror may modify its initial intentions in a new statement, provided that this is done on the basis of significant changes in its own situation or those of its shareholders. Upon any change in intention, it must file a new report. Under the regulations of the Autorite des Marches Financiers and subject to limited exemptions, any person, or persons acting in concert, who comes to own more than 33.3% of the share capital or voting rights of the Company must initiate a public tender offer for the remainder of the share capital of the Company. In order to permit holders of share capital or voting rights to give the notice required by law, the Company is obligated to file with the Bulletin des Annonces Legales Obligatoires (“BALO”) and with the Autorite des Marches Financiers, within fifteen (15) calendar days of the Company's annual ordinary general meeting, information with respect to the total number of votes available as of the date of such meeting. If the number of Shares or available votes changes, the Company is required to publish each month, and to file with the Autorite des Marches Financiers, the number of Shares and the number of votes then available. In the event that a Holder or Beneficial Owner fails to comply with the requirements set forth in the preceding paragraph, such Holder or Beneficial Owner shall not be permitted, in accordance with, and subject to limitations provided under French law, to exercise voting rights with respect to any Shares or securities representing Shares exceeding the above-referenced thresholds as to which any required disclosure (as set forth in the preceding paragraph) has not been made until the end of a two-year (2) period following the date on which such Holder or Beneficial Owner has complied with such disclosure requirement. In addition, a French court may, under certain circumstances, eliminate all or part of the voting rights of such Holder or Beneficial Owner for a period not to exceed five (5) years, and such Holder or Beneficial Owner may be subject to criminal penalties. In addition, the Company's Articles of Association, as in effect as of the date hereof, provide that any shareholder who directly or indirectly, acting alone or in concert with others, acquires ownership or control of Shares (which includes Shares represented by ADSs) representing 0.5% or any multiple thereof of the Company's share capital and/or voting rights, or whose shareholding falls below any such limit, must inform the Company, within fifteen (15) days of the crossing of the relevant threshold up to and including the time when such Holder's or Beneficial Owner's ownership equals 50% of the Company's share capital and/or voting rights, of the number of Shares then owned by such shareholder. Failure to comply with these notification requirements may result in the Shares in excess of the relevant threshold being deprived of voting rights for all shareholder meetings until the end of a two-year (2) period following the date on which the owner thereof has complied with such notification requirements. Notification shall be made by registered letter with acknowledgment of receipt, stating whether or not the Shares are held on behalf of, under the control of, or in concert with, other legal or natural persons and indicating the date of acquisition or disposition of the Shares triggering such notification and the amount of Shares and voting rights then held by such person. In the event that a Holder or Beneficial Owner fails to comply with the requirements of the Company's Articles of Association set forth in the preceding paragraph, such Holder or Beneficial Owner, upon request of a holder or holders of 5% or more of the share capital of the Company, shall not be permitted, in accordance with, and subject to the limitations provided under French law, to exercise voting rights with respect to any Shares or shares assimilated to Shares as to which any required disclosure (as set forth in the preceding paragraph) has not been made. Such disqualification shall only apply to Shares in excess of the applicable threshold. Any person or entity that becomes the Holder or Beneficial Owner, directly or indirectly, or in concert with other shareholders of shares or Shares assimilated to Shares (which include ADSs), as discussed above in this paragraph, representing 2% or more of the share capital of the Company must provide the Company, within five (5) calendar days of reaching such ownership level, with a written notice requesting that all such Shares, as well as any Shares subsequently acquired in excess of that amount, be in registered form. Additionally, pursuant to Article 9 of the Articles of Association, Air France's board of directors may, under certain circumstances, lower such ownership level to 10,000 Shares or shares assimilated to Shares (which include ADSs) or extend these notification requirements to all shareholders. In order to facilitate compliance with these notification requirements, a Holder of ADSs may deliver to the Depositary its request that a number of Shares represented by such Holder's or Beneficial Owner's ADSs be denominated in registered form. Upon receiving such request, as soon as practicable thereafter, the Depositary shall request the Custodian to denominate such Shares in registered form and to thereafter promptly notify the Depositary and the Company that such change has been effectuated at such Holder's or Beneficial Owner's request. In addition, a non-resident of France, a non-French company or any group of non-French residents or non-French companies acting in concert or any foreign controlled resident must file a declaration administrative, or administrative notice, with French authorities if its actions would result in (i) its acquisition of more than 33.33% of the share capital or voting rights of the Company, or (ii) an increase in ownership above 33.33% of the share capital or of the voting rights of the Company, unless such non-French resident, group of non-French residents or non-French company or group of non-French companies already controls more than half of the share capital of the Company or voting rights prior to such acquisition or increase. Under such existing administrative rulings, ownership of a French company in which 33.33% or more of the share capital or voting rights are held by a foreign national gives rise to an obligation to file a declaration administrative with the French authorities. The above provisions relating to Shares or voting rights held by a person or an entity also apply to (i) Shares or voting rights held by another person or entity on behalf of such person or entity, (ii) Shares or voting rights held by any company which is directly or indirectly controlled by such person or entity, (iii) Shares or voting rights held by a third party acting in concert with such person or entity or (iv) Shares or voting rights that such person or entity, or any person or entity referred to in (i), (ii) or (iii) above, is entitled to acquire at its sole option by virtue of an agreement. In order to facilitate compliance with the notification requirements, a Holder an Owner or Beneficial Owner holder of Receipts may deliver any notification to the Depositary with respect to Shares represented by ADSs evidenced by ADRscorresponding to American Depositary Shares, and the Depositary shall, as soon as practicable, forward such notification to the CompanyCompany and, if applicable the Societe des Bourses Francaises, or any other authorities in The Republic of France. French law provides that any individual or entity, acting alone or in concert with others, that holds, directly or indirectly, more than 5%, 10%, 20%, 33 1/3%, 50% or 66 2/3% of the Companys outstanding shares or voting rights or that increases or decreases its shareholding or voting rights thereof, above or below any of those percentages, must notify the Company within 15 calendar days of the date it crosses such thresholds of the number of shares it holds and their voting rights it holds. Such individual or entity must also notify the Conseil des Marches Financiers, the selfregulatory organization that has general regulatory authority over the French stock exchanges and whose members include representatives of French stockbrokers, by registered letter (with return receipt) within five trading days of crossing such threshold. Any shareholder who fails to comply with these requirements may have all or part of its voting rights suspended for up to five (5) years by the commercial court at the request of the Companys Chairman, any of the Companys shareholders or French regulatory authorities. In addition, the Companys bylaws provide that every person who, acting alone or in concert with others, holds or comes into possession of shares representing 1%, or any multiple of 1%, of the Companys share capital or voting rights, or whose holding falls below any such threshold, is required to notify the Company of such fact by registered letter (with return receipt) within 15 days of crossing such threshold. Failure to comply with such notification provisions will result in the suspension, for a minimum of two years and up to a maximum of five years, of the voting rights attached to the shares exceeding the threshold of which notice should have been given. This penalty will be applied only pursuant to a request, recorded in the minutes of the shareholders meeting, by one or more shareholders holding shares representing at least 1% of the Companys share capital. 24.

Appears in 1 contract

Samples: Publicis Groupe Sa

DISCLOSURE OF INTEREST. Notwithstanding any other provision provisions of the ADS this Deposit Agreement or this ADRAgreement, each Holder Owner and Beneficial Owner agrees, and the Depositary agrees, of Receipts agrees to comply with the Company's Articles of AssociationStatuts, as they may be amended from time to time, and the laws of The Republic of France France, if applicable, with respect to the disclosure requirements regarding ownership of Shares, all as if the ADS(s) were such Receipts were, for this purpose, the Shares represented thereby. As In order to facilitate compliance with the notification requirements, an Owner or Beneficial Owner of Receipts may deliver any notification to the Depositary and the Company with respect to Shares represented by American Depositary Shares, and the Company shall, as soon as practicable, forward such notification if applicable, to the Conseil des Marches Financiers or any other authorities in The Republic of France. On the date of the ADS Deposit this Agreement, such disclosure requirements are as follows: Pursuant to French law and the Company's Articles of Association, any person or entity that becomes the owner, directly or indirectly, alone or in concert with other persons, of more than one-twentieth, one-tenth, three-twentieths, one-fifth, one-quarter, one-third, one-half, two-thirds, eighteen-twentieths or nineteen twentieths of the share capital or voting rights (or securities or voting rights representing Shares (which includes ADSs), as discussed below in this Article, must so notify the Company by registered letter within five (5) trading days, and the Autorite des Marches Financiers within five (5) trading days, of the date such threshold has been crossed, of the number of Shares it holds or is entitled to hold and the voting rights attached thereto. A holder of Shares is also required to notify the Company and the Autorite des Marches Financiers if the percentage of share capital or voting rights owned by such holder falls below the levels described in the previous sentence. In addition, any person acquiring more than 10% or 20% of the outstanding share capital or voting rights of the Company must file a report within 10 trading days with the Company and the Autorite des Marches Financiers, which makes such report available to the public by means of a notice. This report must state whether the acquiror is acting alone or in concert with others and indicate its intention for the following 12-month period, including whether or not it intends to continue its purchases, to acquire the control of the Company or to seek nomination (for itself or for others) to the Company's board of directors. The acquiror must also publish a press release stating its intentions in a prescribed manner. The acquiror may modify its initial intentions in a new statement, provided that this is done on the basis of significant changes in its own situation or those of its shareholders. Upon any change in intention, it must file a new report. Under the regulations of the Autorite des Marches Financiers and subject to limited exemptions, any person, or persons acting in concert, who comes to own more than 33.3% of the share capital or voting rights of the Company must initiate a public tender offer for the remainder of the share capital of the Company. In order to permit holders of share capital or voting rights to give the notice required by law, the Company is obligated to file with the Bulletin des Annonces Legales Obligatoires (“BALO”) and with the Autorite des Marches Financiers, within fifteen (15) calendar days of the Company's annual ordinary general meeting, information with respect to the total number of votes available as of the date of such meeting. If the number of Shares or available votes changes, the Company is required to publish each month, and to file with the Autorite des Marches Financiers, the number of Shares and the number of votes then available. In the event that a Holder or Beneficial Owner fails to comply with the requirements set forth in the preceding paragraph, such Holder or Beneficial Owner shall not be permitted, in accordance with, and subject to limitations provided under French law, to exercise voting rights with respect to any Shares or securities representing Shares exceeding the above-referenced thresholds as to which any required disclosure (as set forth in the preceding paragraph) has not been made until the end of a two-year (2) period following the date on which such Holder or Beneficial Owner has complied with such disclosure requirement. In addition, a French court may, under certain circumstances, eliminate all or part of the voting rights of such Holder or Beneficial Owner for a period not to exceed five (5) years, and such Holder or Beneficial Owner may be subject to criminal penalties. In addition, the Company's Articles of Association, as in effect as of the date hereof, Statuts provide that any shareholder who directly individual or indirectlyentity, acting alone or in concert with others, that acquires ownership or control of Shares (which includes Shares represented by ADSs) representing disposes of, directly or indirectly, more than 0.5% %, or any multiple thereof thereof, of the Company's outstanding share capital, voting rights or securities convertible into the share capital and/or voting rightsof the Company, or whose shareholding who falls below any such limitlevel, must inform notify the Company, within fifteen (15) 15 calendar days from the date of crossing any such threshold, of the crossing number of Shares, voting rights or securities convertible into the share capital of the relevant threshold up Company that such individual or entity holds, directly or indirectly or in concert with others. In the event of a failure to and including comply with such notification requirement, upon the time when such Holder's request of one or Beneficial Owner's ownership equals 50more shareholders holding no less than 0.5% of the Company's share capital and/or voting rightscapital, the Shares (including the Shares represented by American Depositary Shares) or rights relating to Shares of the number of Shares then owned by such shareholder. Failure to comply with these notification requirements may result in the Shares Company in excess of the relevant threshold being will be deprived of voting rights for all shareholder meetings until the end of a two-year (2) period following the date on which the owner thereof Owner or the Beneficial Owner has complied with such notification requirements. Notification The provisions described in this Section 3.05 are applicable to Owners and Beneficial Owners, but the Company acknowledges and agrees it shall be made by registered letter with acknowledgment of receiptnot consider the Depositary (solely in its capacity as the Depositary), stating whether any Custodian (solely in its capacity as a Custodian) or not any agent or financial intermediary holding an interest in a Receipt (solely to the Shares are extent such interest is held for or on behalf of, under the control of, or of a Beneficial Owner) to be a single shareholder holding in concert with, other legal or natural persons and indicating the date excess of acquisition or disposition of the Shares triggering such notification and the amount of Shares and voting rights then held by such person. In the event that a Holder or Beneficial Owner fails to comply with the requirements 0.5% of the Company's Articles of Association set forth in the preceding paragraph, such Holder or Beneficial Owner, upon request of a holder or holders of 5% or more of the outstanding share capital of the Company, shall not be permitted, in accordance with, and subject to the limitations provided under French law, to exercise or voting rights with respect to any Shares or shares assimilated to Shares as to which any required disclosure (as set forth in the preceding paragraph) has not been made. Such disqualification shall only apply to Shares in excess of the applicable threshold. Any person or entity that becomes the Holder or Beneficial Owner, directly or indirectly, or in concert with other shareholders of shares or Shares assimilated to Shares (which include ADSs), as discussed above in this paragraph, representing 2% or more of securities convertible into the share capital of the Company must provide the Company, within five (5) calendar days of reaching such ownership level, with a written notice requesting that all such Shares, as well as any Shares subsequently acquired in excess of that amount, be in registered form. Additionally, pursuant to Article 9 of the Articles of Association, Air France's board of directors may, under certain circumstances, lower such ownership level to 10,000 Shares or shares assimilated to Shares (which include ADSs) or extend these notification requirements to all shareholders. In order to facilitate compliance with these notification requirements, a Holder of ADSs may deliver to the Depositary its request that a number of Shares represented by such Holder's or Beneficial Owner's ADSs be denominated in registered form. Upon receiving such request, as soon as practicable thereafter, the Depositary shall request the Custodian to denominate such Shares in registered form and to thereafter promptly notify the Depositary and the Company that such change has been effectuated at such Holder's or Beneficial Owner's request. In addition, a non-resident of France, a non-French company or any group of non-French residents or non-French companies acting in concert or any foreign controlled resident must file a declaration administrative, or administrative notice, with French authorities if its actions would result in (i) its acquisition of more than 33.33% of the share capital or voting rights for purposes of the Company, or (ii) an increase in ownership above 33.33% of the share capital or of the voting rights of the Company, unless such non-French resident, group of non-French residents or non-French company or group of non-French companies already controls more than half of the share capital of the Company or voting rights prior to such acquisition or increase. Under such existing administrative rulings, ownership of a French company in which 33.33% or more of the share capital or voting rights are held by a foreign national gives rise to an obligation to file a declaration administrative with the French authorities. The above provisions relating to Shares or voting rights held by a person or an entity also apply to (i) Shares or voting rights held by another person or entity on behalf of such person or entity, (ii) Shares or voting rights held by any company which is directly or indirectly controlled by such person or entity, (iii) Shares or voting rights held by a third party acting in concert with such person or entity or (iv) Shares or voting rights that such person or entity, or any person or entity referred to in (i), (ii) or (iii) above, is entitled to acquire at its sole option by virtue of an agreement. In order to facilitate compliance with the notification requirements, a Holder or Beneficial Owner may deliver any notification to the Depositary with respect to Shares represented by ADSs evidenced by ADRs, and the Depositary shall, as soon as practicable, forward such notification to the Company's Statuts.

Appears in 1 contract

Samples: Deposit Agreement (Vivendi Universal)

DISCLOSURE OF INTEREST. Notwithstanding any other provision of the ADS Deposit Agreement or this ADR, each Holder and Beneficial Owner agrees, and the Depositary agrees, to comply with the Company's Articles of Association, as they may be amended from time to time, and the laws of The Republic of France with respect to the disclosure requirements regarding ownership of Shares, all as if the ADS(s) were the Shares represented thereby. As of the date of the ADS Deposit Agreement, such disclosure requirements are as follows: Pursuant to French law and the Company's Articles of Association, any person or entity that becomes the owner, directly or indirectly, alone or in concert with other persons, of more than one-twentieth, one-tenth, three-twentieths, one-fifth, one-quarter, one-third, one-half, half or two-thirds, eighteen-twentieths or nineteen twentieths thirds of the share capital or voting rights (or securities or voting rights representing Shares (which includes ADSs)), as discussed below in this Articleparagraph, must so notify the Company by registered letter within five (5) trading days, and the Autorite Autorité des Marches Marchés Financiers within five (5) trading days, of the date such threshold has been crossed, of the number of Shares it holds or is entitled to hold and the voting rights attached thereto. A holder of Shares is also required to notify the Company and the Autorite Autorité des Marches Marchés Financiers if the percentage of share capital or voting rights owned by such holder falls below the levels described in the previous sentence. In addition, any person acquiring more than 10% or 20% of the outstanding share capital or voting rights of the Company must file a report within 10 trading days with the Company and the Autorite Autorité des Marches Marchés Financiers, which makes such report available to the public by means of a notice. This report must state whether the acquiror is acting alone or in concert with others and indicate its intention for the following 12-month period, including whether or not it intends to continue its purchases, to acquire the control of the Company or to seek nomination (for itself or for others) to the Company's board of directors. The acquiror must also publish a press release stating its intentions in a prescribed manner. The acquiror may modify its initial intentions in a new statement, provided that this is done on the basis of significant changes in its own situation or those of its shareholders. Upon any change in intention, it must file a new report. Under the regulations of the Autorite Autorité des Marches Marchés Financiers and subject to limited exemptions, any person, or persons acting in concert, who comes to own more than 33.3% of the share capital or voting rights of the Company must initiate a public tender offer for the remainder of the share capital of the Company. In order to permit holders of share capital or voting rights to give the notice required by law, the Company is obligated to file with the Bulletin des Annonces Legales Légales Obligatoires ("BALO") and with the Autorite Autorité des Marches Marchés Financiers, within fifteen five (155) calendar days of the Company's annual ordinary general meeting, information with respect to the total number of votes available as of the date of such meeting. If In addition, if the number of Shares or available votes changeschanges by 5% or more, the Company is required to publish each monthin the BALO, and to file with the Autorite Autorité des Marches FinanciersMarchés Financiers within fifteen (15) calendar days of such change, the number a notification of Shares and the number of votes then available. In the event that a Holder or Beneficial Owner fails to comply with the requirements set forth in the preceding paragraph, such Holder or Beneficial Owner shall not be permitted, in accordance with, and subject to limitations provided under French law, to exercise voting rights with respect to any Shares or securities representing Shares exceeding the above-referenced thresholds as to which any required disclosure (as set forth in the preceding paragraph) has not been made until the end of a two-year (2) period following the date on which such Holder or Beneficial Owner has complied with such disclosure requirement. In addition, a French court may, under certain circumstances, eliminate all or part of the voting rights of such Holder or Beneficial Owner for a period not to exceed five (5) years, and such Holder or Beneficial Owner may be subject to criminal penalties. In addition, the Company's Articles of Association, as in effect as of the date hereof, provide provides that any shareholder who directly or indirectly, acting alone or in concert with others, acquires ownership or control of Shares (which includes Shares represented by ADSs) representing 0.5% or any multiple thereof of the Company's share capital and/or voting rights, or whose shareholding falls below any such limit, must inform the Company, within fifteen five (155) days of the crossing of the relevant threshold up to and including the time when such Holder's or Beneficial Owner's ownership equals 50% of the Company's share capital and/or voting rights, of the number of Shares then owned by such shareholder. Failure to comply with these notification requirements may result in the Shares in excess of the relevant threshold being deprived of voting rights for all shareholder meetings until the end of a two-year (2) period following the date on which the owner thereof has complied with such notification requirements. Notification shall be made by registered letter with acknowledgment of receipt, stating whether or not the Shares are held on behalf of, under the control of, or in concert with, other legal or natural persons and indicating the date of acquisition or disposition of the Shares triggering such notification and the amount of Shares and voting rights then held by such person. In the event that a Holder or Beneficial Owner fails to comply with the requirements of the Company's Articles of Association set forth in the preceding paragraph, such Holder or Beneficial Owner, upon request of a holder or holders of 50.5% or more of the share capital of the Company, shall not be permitted, in accordance with, and subject to the limitations provided under French law, to exercise voting rights with respect to any Shares or shares assimilated to Shares as to which any required disclosure (as set forth in the preceding paragraph) has not been made. Such disqualification shall only apply to Shares in excess of the applicable threshold. Any person or entity that becomes the Holder or Beneficial Owner, directly or indirectly, or in concert with other shareholders of Shares or shares or Shares assimilated to Shares (which include ADSs), as discussed above in this paragraph, representing 2% or more of the share capital of the Company must provide the Company, within five (5) calendar days of reaching such ownership level, with a written notice requesting that all such Shares, as well as any Shares subsequently acquired in excess of that amount, be in registered form. Additionally, pursuant to Article 9 of the Articles of Association, Air France's board of directors may, under certain circumstances, lower such ownership level to 10,000 Shares or shares assimilated to Shares (which include ADSs) or extend these notification requirements to all shareholders. In order to facilitate compliance with these notification requirements, a Holder of ADSs may deliver to the Depositary its request that a number of Shares represented by such Holder's or Beneficial Owner's ADSs be denominated in registered form. Upon receiving such request, as soon as practicable thereafter, the Depositary shall request the Custodian to denominate such Shares in registered form and to thereafter promptly notify the Depositary and the Company that such change has been effectuated at such Holder's or Beneficial Owner's request. In addition, a non-resident of France, a non-French company or any group of non-French residents or non-French companies acting in concert or any foreign controlled resident must file a declaration déclaration administrative, or administrative notice, with French authorities if its actions would result in (i) its acquisition of more than 33.33% of the share capital or voting rights of the Company, or (ii) an increase in ownership above 33.33% of the share capital or of the voting rights of the Company, unless such non-French resident, group of non-French residents or non-French company or group of non-French companies already controls more than half of the share capital of the Company or voting rights prior to such acquisition or increase. Under such existing administrative rulings, ownership of a French company in which 33.33% or more of the share capital or voting rights are held by a foreign national gives rise to an obligation to file a declaration déclaration administrative with the French authorities. The above provisions relating to Shares or voting rights held by a person or an entity also apply to (i) Shares or voting rights held by another person or entity on behalf of such person or entity, (ii) Shares or voting rights held by any company which is directly or indirectly controlled by such person or entity, (iii) Shares or voting rights held by a third party acting in concert with such person or entity or (iv) Shares or voting rights that such person or entity, or any person or entity referred to in (i), (ii) or (iii) above, is entitled to acquire at its sole option by virtue of an agreement. In order to facilitate compliance with the notification requirements, a Holder or Beneficial Owner may deliver any notification to the Depositary with respect to Shares represented by ADSs evidenced by ADRs, and the Depositary shall, as soon as practicable, forward such notification to the Company.

Appears in 1 contract

Samples: Ads Deposit Agreement (Citibank,N.A./ADR)

DISCLOSURE OF INTEREST. Notwithstanding any other provision of the ADS ADW Deposit Agreement or this ADRADWR, each Holder and Beneficial Owner agrees, and the Depositary agrees, to comply with the Company's Articles of Association, as they may be amended from time to time, and the laws of The Republic of France with respect to the disclosure requirements regarding ownership of Shares. In the case such disclosure of Shares is required of a Holder or Beneficial Owner, all such Holder or Beneficial Owner must at the same time also disclose its ownership of any Warrants, as if the ADS(s) were the Shares represented therebywell as of this ADWR. As of the date of the ADS Deposit Agreement, such disclosure requirements regarding ownership of Shares are as follows: Pursuant to French law and the Company's Articles of Association, any person or entity that becomes the owner, directly or indirectly, alone or in concert with other persons, of more than one-twentieth, one-tenth, three-twentieths, one-fifth, one-quarter, one-third, one-half, half or two-thirds, eighteen-twentieths or nineteen twentieths thirds of the share capital or voting rights (or securities or voting rights representing Shares (which includes ADSs), as discussed below in this Articleparagraph, must so notify the Company by registered letter within five (5) trading days, and the Autorite des Marches Financiers within five (5) trading days, of the date such threshold has been crossed, of the number of Shares it holds or is entitled to hold and the voting rights attached thereto. A holder of Shares is also required to notify the Company and the Autorite des Marches Financiers if the percentage of share shares capital or voting rights owned by such holder falls below the levels described in the previous sentence. In addition, any person acquiring more than 10% or 20% of the outstanding share shares capital or voting rights of the Company must file a report within 10 trading days with the Company and the Autorite des Marches Financiers, which makes such report available to the public by means of a notice. This report must state whether the acquiror is acting alone or in concert with others and indicate its intention for the following 12-month period, including whether or not it intends to continue its purchases, to acquire the control of the Company or to seek nomination (for itself or for others) to the Company's board of directors. The acquiror must also publish a press release stating its intentions in a prescribed manner. The acquiror may modify its initial intentions in a new statement, provided that this is done on the basis of significant changes in its own situation or those of its shareholders. Upon any change in intention, it must file a new report. Under the regulations of the Autorite des Marches Financiers and subject to limited exemptions, any person, or persons acting in concert, who comes to own more than 33.3% of the share capital or voting rights of the Company must initiate a public tender offer for the remainder of the share capital of the Company. In order to permit holders of share shares capital or voting rights to give the notice required by law, the Company is obligated to file with the Bulletin des Annonces Legales Obligatoires ("BALO") and with the Autorite des Marches Financiers, within fifteen five (155) calendar days of the Company's annual ordinary general meeting, information with respect to the total number of votes available as of the date of such meeting. If In addition, if the number of Shares or available votes changeschanges by 5% or more, the Company is required to publish each monthin the BALO, and to file with the Autorite des Marches FinanciersFinanciers within fifteen (15) calendar days of such change, the number a notification of Shares and the number of votes then available. In the event that a Holder or Beneficial Owner fails to comply with the requirements set forth in the preceding paragraph, such Holder or Beneficial Owner shall not be permitted, in accordance with, and subject to limitations provided under French law, to exercise voting rights with respect to any Shares or securities representing Shares or the right to receive Shares exceeding the above-referenced thresholds as to which any required disclosure (as set forth in the preceding paragraph) has not been made until the end of a two-year (2) period following the date on which such Holder or Beneficial Owner has complied with such disclosure requirement. In addition, a French court may, under certain circumstances, eliminate all or part of the voting rights of such Holder or Beneficial Owner for a period not to exceed five (5) years, and such Holder or Beneficial Owner may be subject to criminal penalties. In addition, the Company's Articles of Association, as in effect as of the date hereof, provide provides that any shareholder who directly or indirectly, acting alone or in concert with others, acquires ownership or control of Shares (which includes Shares represented by ADSs) representing 0.5% or any multiple thereof of the Company's share capital and/or voting rights, or whose shareholding falls below any such limit, must inform the Company, within fifteen five (155) days of the crossing of the relevant threshold up to and including the time when such Holder's or Beneficial Owner's ownership equals 50% of the Company's share capital and/or voting rights, of the number of Shares then owned by such shareholder. Failure to comply with these notification requirements may result in the Shares in excess of the relevant threshold being deprived of voting rights for all shareholder meetings until the end of a two-year (2) period following the date on which the owner thereof has complied with such notification requirements. Notification shall be made by registered letter with acknowledgment of receipt, stating whether or not the Shares are held on behalf of, under the control of, or in concert with, other legal or natural persons and indicating the date of acquisition or disposition of the Shares triggering such notification and the amount of Shares and voting rights then held by such person. In the event that a Holder or Beneficial Owner fails to comply with the requirements of the Company's Articles of Association set forth in the preceding paragraph, such Holder or Beneficial Owner, upon request of a holder or holders of 50.5% or more of the share capital of the Company, shall not be permitted, in accordance with, and subject to the limitations provided under French law, to exercise voting rights with respect to any Shares or shares assimilated to Shares as to which any required disclosure (as set forth in the preceding paragraph) has not been made. Such disqualification shall only apply to Shares in excess of the applicable threshold. Any person or entity that becomes the Holder or Beneficial Owner, directly or indirectly, or in concert with other shareholders of Shares or shares or Shares assimilated to Shares (which include ADSs), as discussed above in this paragraph, representing 2% or more of the share capital of the Company must provide the Company, within five (5) calendar days of reaching such ownership level, with a written notice requesting that all such Shares, as well as any Shares subsequently acquired in excess of that amount, be in registered form. Additionally, pursuant to Article 9 of the Articles of Association, Air France's board of directors may, under certain circumstances, lower such ownership level to 10,000 Shares or shares assimilated to Shares (which include ADSs) or to extend these notification requirements to all shareholders. In order to facilitate compliance with these notification requirements, a Holder of ADSs may deliver to the Depositary its request that a number of Shares represented by such Holder's or Beneficial Owner's ADSs be denominated in registered form. Upon receiving such request, as soon as practicable thereafter, the Depositary shall request the Custodian to denominate such Shares in registered form and to thereafter promptly notify the Depositary and the Company that such change has been effectuated at such Holder's or Beneficial Owner's request. In addition, a non-resident of France, a non-French company or any group of non-French residents or non-French companies acting in concert or any foreign controlled resident must file a declaration administrative, or administrative notice, with French authorities if its actions would result in (i) its acquisition of more than 33.33% of the share capital or voting rights of the Company, or (ii) an increase in ownership above 33.33% of the share capital or of the voting rights of the Company, unless such non-French resident, group of non-French residents or non-French company or group of non-French companies already controls more than half of the share capital of the Company or voting rights prior to such acquisition or increase. Under such existing administrative rulings, ownership of a French company in which 33.33% or more of the share capital or voting rights are held by a foreign national gives rise to an obligation to file a declaration administrative with the French authorities. The Notwithstanding anything contained herein to the contrary, the above provisions relating to Shares or voting rights held by a person or an entity also apply to (i) Shares or voting rights held by another person or entity on behalf of such person or entity, (ii) Shares or voting rights held by any company which is directly or indirectly controlled by such person or entity, (iii) Shares or voting rights held by a third party acting in concert with such person or entity or entity, (iv) Shares or voting rights that such person or entity, or any person or entity referred to in (i), (ii) or (iii) above, is entitled to acquire at its sole option by virtue of an agreement, or (v) the right to acquire Shares or ADSs pursuant to the exercise of Warrants or ADWs, respectively, as if such right had been previously exercised in full. In order to facilitate compliance with the notification requirements, a Holder or Beneficial Owner may deliver any notification to the ADS Depositary with respect to Shares represented by ADSs evidenced by ADRsADRs (and to the Depositary with respect to the Shares and ADSs which may be acquired upon exercise of Warrant or ADWs), and the Depositary shall, as soon as practicable, forward such notification to the Company.

Appears in 1 contract

Samples: Deposit Agreement (Air France /Fi)

DISCLOSURE OF INTEREST. Notwithstanding any other provision of the ADS Deposit Agreement or this ADR, each Holder and Beneficial Owner agrees, and the Depositary agrees, to comply with the Company's Articles of Association, as they may be amended from time to time, and the laws of The Republic of France with respect to the disclosure requirements regarding ownership of Shares, all as if the ADS(s) were the Shares represented thereby. As of the date of the ADS Deposit Agreement, such disclosure requirements are as follows: Pursuant to French law and the Company's Articles of Association, any person or entity that becomes the owner, directly or indirectly, alone or in concert with other persons, of more than one-twentieth, one-tenth, three-twentieths, one-fifth, one-quarter, one-third, one-half, two-thirds, eighteen-twentieths or nineteen twentieths of the share capital or voting rights (or securities or voting rights representing Shares (which includes ADSs), as discussed below in this Article, must so notify the Company by registered letter within five (5) trading days, and the Autorite des Marches Financiers within five (5) trading days, of the date such threshold has been crossed, of the number of Shares it holds or is entitled to hold and the voting rights attached thereto. A holder of Shares is also required to notify the Company and the Autorite des Marches Financiers if the percentage of share capital or voting rights owned by such holder falls below the levels described in the previous sentence. In addition, any person acquiring more than 10% or 20% of the outstanding share capital or voting rights of the Company must file a report within 10 trading days with the Company and the Autorite des Marches Financiers, which makes such report available to the public by means of a notice. This report must state whether the acquiror is acting alone or in concert with others and indicate its intention for the following 12-month period, including whether or not it intends to continue its purchases, to acquire the control of the Company or to seek nomination (for itself or for others) to the Company's board of directors. The acquiror must also publish a press release stating its intentions in a prescribed manner. The acquiror may modify its initial intentions in a new statement, provided that this is done on the basis of significant changes in its own situation or those of its shareholders. Upon any change in intention, it must file a new report. Under the regulations of the Autorite des Marches Financiers and subject to limited exemptions, any person, or persons acting in concert, who comes to own more than 33.3% of the share capital or voting rights of the Company must initiate a public tender offer for the remainder of the share capital of the Company. In order to permit holders of share capital or voting rights to give the notice required by law, the Company is obligated to file with the Bulletin des Annonces Legales Obligatoires (“BALO”) and with the Autorite des Marches Financiers, within fifteen (15) calendar days of the Company's annual ordinary general meeting, information with respect to the total number of votes available as of the date of such meeting. If the number of Shares or available votes changes, the Company is required to publish each month, and to file with the Autorite des Marches Financiers, the number of Shares and the number of votes then available. In the event that a Holder or Beneficial Owner fails to comply with the requirements set forth in the preceding paragraph, such Holder or Beneficial Owner shall not be permitted, in accordance with, and subject to limitations provided under French law, to exercise voting rights with respect to any Shares or securities representing Shares exceeding the above-referenced thresholds as to which any required disclosure (as set forth in the preceding paragraph) has not been made until the end of a two-year (2) period following the date on which such Holder or Beneficial Owner has complied with such disclosure requirement. In addition, a French court may, under certain circumstances, eliminate all or part of the voting rights of such Holder or Beneficial Owner for a period not to exceed five (5) years, and such Holder or Beneficial Owner may be subject to criminal penalties. In addition, the Company's Articles of Association, as in effect as of the date hereof, provide that any shareholder who directly or indirectly, acting alone or in concert with others, acquires ownership or control of Shares (which includes Shares represented by ADSs) representing 0.5% or any multiple thereof of the Company's share capital and/or voting rights, or whose shareholding falls below any such limit, must inform the Company, within fifteen (15) days of the crossing of the relevant threshold up to and including the time when such Holder's or Beneficial Owner's ownership equals 50% of the Company's share capital and/or voting rights, of the number of Shares then owned by such shareholder. Failure to comply with these notification requirements may result in the Shares in excess of the relevant threshold being deprived of voting rights for all shareholder meetings until the end of a two-year (2) period following the date on which the owner thereof has complied with such notification requirements. Notification shall be made by registered letter with acknowledgment of receipt, stating whether or not the Shares are held on behalf of, under the control of, or in concert with, other legal or natural persons and indicating the date of acquisition or disposition of the Shares triggering such notification and the amount of Shares and voting rights then held by such person. In the event that a Holder or Beneficial Owner fails to comply with the requirements of the Company's Articles of Association set forth in the preceding paragraph, such Holder or Beneficial Owner, upon request of a holder or holders of 5% or more of the share capital of the Company, shall not be permitted, in accordance with, and subject to the limitations provided under French law, to exercise voting rights with respect to any Shares or shares assimilated to Shares as to which any required disclosure (as set forth in the preceding paragraph) has not been made. Such disqualification shall only apply to Shares in excess of the applicable threshold. Any person or entity that becomes the Holder or Beneficial Owner, directly or indirectly, or in concert with other shareholders of shares or Shares assimilated to Shares (which include ADSs), as discussed above in this paragraph, representing 2% or more of the share capital of the Company must provide the Company, within five (5) calendar days of reaching such ownership level, with a written notice requesting that all such Shares, as well as any Shares subsequently acquired in excess of that amount, be in registered form. Additionally, pursuant to Article 9 of the Articles of Association, Air France's board of directors may, under certain circumstances, lower such ownership level to 10,000 Shares or shares assimilated to Shares (which include ADSs) or extend these notification requirements to all shareholders. In order to facilitate compliance with these notification requirements, a Holder of ADSs may deliver to the Depositary its request that a number of Shares represented by such Holder's or Beneficial Owner's ADSs be denominated in registered form. Upon receiving such request, as soon as practicable thereafter, the Depositary shall request the Custodian to denominate such Shares in registered form and to thereafter promptly notify the Depositary and the Company that such change has been effectuated at such Holder's or Beneficial Owner's request. In addition, a non-resident of France, a non-French company or any group of non-French residents or non-French companies acting in concert or any foreign controlled resident must file a declaration administrative, or administrative notice, with French authorities if its actions would result in (i) its acquisition of more than 33.33% of the share capital or voting rights of the Company, or (ii) an increase in ownership above 33.33% of the share capital or of the voting rights of the Company, unless such non-French resident, group of non-French residents or non-French company or group of non-French companies already controls more than half of the share capital of the Company or voting rights prior to such acquisition or increase. Under such existing administrative rulings, ownership of a French company in which 33.33% or more of the share capital or voting rights are held by a foreign national gives rise to an obligation to file a declaration administrative with the French authorities. The above provisions relating to Shares or voting rights held by a person or an entity also apply to (i) Shares or voting rights held by another person or entity on behalf of such person or entity, (ii) Shares or voting rights held by any company which is directly or indirectly controlled by such person or entity, (iii) Shares or voting rights held by a third party acting in concert with such person or entity or (iv) Shares or voting rights that such person or entity, or any person or entity referred to in (i), (ii) or (iii) above, is entitled to acquire at its sole option by virtue of an agreement. In order to facilitate compliance with the notification requirements, a Holder or Beneficial Owner may deliver any notification to the Depositary with respect to Shares represented by ADSs evidenced by ADRs, and the Depositary shall, as soon as practicable, forward such notification to the Company.

Appears in 1 contract

Samples: Ads Deposit Agreement (Citibank,N.A./ADR)

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DISCLOSURE OF INTEREST. Notwithstanding any other provision provisions of the ADS Deposit Agreement or this ADRAgreement, each Holder Owner and Beneficial Owner agrees, and the Depositary agrees, holder of Receipts agrees to comply with the Company's Articles of AssociationCompanys statuts, as they may be amended from time to time, and the laws of The Republic of France France, if applicable, with respect to the disclosure requirements regarding ownership of Shares, all as if the ADS(s) were such Receipts were, for this purpose, the Shares represented thereby. As of the date of the ADS Deposit Agreement, such disclosure requirements are as follows: Pursuant to French law and the Company's Articles of Association, any person or entity that becomes the owner, directly or indirectly, alone or in concert with other persons, of more than one-twentieth, one-tenth, three-twentieths, one-fifth, one-quarter, one-third, one-half, two-thirds, eighteen-twentieths or nineteen twentieths of the share capital or voting rights (or securities or voting rights representing Shares (which includes ADSs), as discussed below in this Article, must so notify the Company by registered letter within five (5) trading days, and the Autorite des Marches Financiers within five (5) trading days, of the date such threshold has been crossed, of the number of Shares it holds or is entitled to hold and the voting rights attached corresponding thereto. A holder of Shares is also required to notify the Company and the Autorite des Marches Financiers if the percentage of share capital or voting rights owned by such holder falls below the levels described in the previous sentence. In addition, any person acquiring more than 10% or 20% of the outstanding share capital or voting rights of the Company must file a report within 10 trading days with the Company and the Autorite des Marches Financiers, which makes such report available to the public by means of a notice. This report must state whether the acquiror is acting alone or in concert with others and indicate its intention for the following 12-month period, including whether or not it intends to continue its purchases, to acquire the control of the Company or to seek nomination (for itself or for others) to the Company's board of directors. The acquiror must also publish a press release stating its intentions in a prescribed manner. The acquiror may modify its initial intentions in a new statement, provided that this is done on the basis of significant changes in its own situation or those of its shareholders. Upon any change in intention, it must file a new report. Under the regulations of the Autorite des Marches Financiers and subject to limited exemptions, any person, or persons acting in concert, who comes to own more than 33.3% of the share capital or voting rights of the Company must initiate a public tender offer for the remainder of the share capital of the Company. In order to permit holders of share capital or voting rights to give the notice required by law, the Company is obligated to file with the Bulletin des Annonces Legales Obligatoires (“BALO”) and with the Autorite des Marches Financiers, within fifteen (15) calendar days of the Company's annual ordinary general meeting, information with respect to the total number of votes available as of the date of such meeting. If the number of Shares or available votes changes, the Company is required to publish each month, and to file with the Autorite des Marches Financiers, the number of Shares and the number of votes then available. In the event that a Holder or Beneficial Owner fails to comply with the requirements set forth in the preceding paragraph, such Holder or Beneficial Owner shall not be permitted, in accordance with, and subject to limitations provided under French law, to exercise voting rights with respect to any Shares or securities representing Shares exceeding the above-referenced thresholds as to which any required disclosure (as set forth in the preceding paragraph) has not been made until the end of a two-year (2) period following the date on which such Holder or Beneficial Owner has complied with such disclosure requirement. In addition, a French court may, under certain circumstances, eliminate all or part of the voting rights of such Holder or Beneficial Owner for a period not to exceed five (5) years, and such Holder or Beneficial Owner may be subject to criminal penalties. In addition, the Company's Articles of Association, as in effect as of the date hereof, provide that any shareholder who directly or indirectly, acting alone or in concert with others, acquires ownership or control of Shares (which includes Shares represented by ADSs) representing 0.5% or any multiple thereof of the Company's share capital and/or voting rights, or whose shareholding falls below any such limit, must inform the Company, within fifteen (15) days of the crossing of the relevant threshold up to and including the time when such Holder's or Beneficial Owner's ownership equals 50% of the Company's share capital and/or voting rights, of the number of Shares then owned by such shareholder. Failure to comply with these notification requirements may result in the Shares in excess of the relevant threshold being deprived of voting rights for all shareholder meetings until the end of a two-year (2) period following the date on which the owner thereof has complied with such notification requirements. Notification shall be made by registered letter with acknowledgment of receipt, stating whether or not the Shares are held on behalf of, under the control of, or in concert with, other legal or natural persons and indicating the date of acquisition or disposition of the Shares triggering such notification and the amount of Shares and voting rights then held by such person. In the event that a Holder or Beneficial Owner fails to comply with the requirements of the Company's Articles of Association set forth in the preceding paragraph, such Holder or Beneficial Owner, upon request of a holder or holders of 5% or more of the share capital of the Company, shall not be permitted, in accordance with, and subject to the limitations provided under French law, to exercise voting rights with respect to any Shares or shares assimilated to Shares as to which any required disclosure (as set forth in the preceding paragraph) has not been made. Such disqualification shall only apply to Shares in excess of the applicable threshold. Any person or entity that becomes the Holder or Beneficial Owner, directly or indirectly, or in concert with other shareholders of shares or Shares assimilated to Shares (which include ADSs), as discussed above in this paragraph, representing 2% or more of the share capital of the Company must provide the Company, within five (5) calendar days of reaching such ownership level, with a written notice requesting that all such Shares, as well as any Shares subsequently acquired in excess of that amount, be in registered form. Additionally, pursuant to Article 9 of the Articles of Association, Air France's board of directors may, under certain circumstances, lower such ownership level to 10,000 Shares or shares assimilated to Shares (which include ADSs) or extend these notification requirements to all shareholders. In order to facilitate compliance with these notification requirements, a Holder of ADSs may deliver to the Depositary its request that a number of Shares represented by such Holder's or Beneficial Owner's ADSs be denominated in registered form. Upon receiving such request, as soon as practicable thereafter, the Depositary shall request the Custodian to denominate such Shares in registered form and to thereafter promptly notify the Depositary and the Company that such change has been effectuated at such Holder's or Beneficial Owner's request. In addition, a non-resident of France, a non-French company or any group of non-French residents or non-French companies acting in concert or any foreign controlled resident must file a declaration administrative, or administrative notice, with French authorities if its actions would result in (i) its acquisition of more than 33.33% of the share capital or voting rights of the Company, or (ii) an increase in ownership above 33.33% of the share capital or of the voting rights of the Company, unless such non-French resident, group of non-French residents or non-French company or group of non-French companies already controls more than half of the share capital of the Company or voting rights prior to such acquisition or increase. Under such existing administrative rulings, ownership of a French company in which 33.33% or more of the share capital or voting rights are held by a foreign national gives rise to an obligation to file a declaration administrative with the French authorities. The above provisions relating to Shares or voting rights held by a person or an entity also apply to (i) Shares or voting rights held by another person or entity on behalf of such person or entity, (ii) Shares or voting rights held by any company which is directly or indirectly controlled by such person or entity, (iii) Shares or voting rights held by a third party acting in concert with such person or entity or (iv) Shares or voting rights that such person or entity, or any person or entity referred to in (i), (ii) or (iii) above, is entitled to acquire at its sole option by virtue of an agreement. In order to facilitate compliance with the notification requirements, a Holder an Owner or Beneficial Owner holder of Receipts may deliver any notification to the Depositary with respect to Shares represented by ADSs evidenced by ADRscorresponding to American Depositary Shares, and the Depositary shall, as soon as practicable, forward such notification to the CompanyCompany and, if applicable the Soiete des Bourses Francaises, or any other authorities in The Republic of France. French law provides that any individual or entity, acting alone or in concert with others, that holds, directly or indirectly, more than 5%, 10%, 20%, 33 1/3%, 50% or 66 2/3% of the Companys outstanding shares or voting rights or that increases or decreases its shareholding or voting rights thereof, above or below any of those percentages, must notify the Company within 15 calendar days of the date it crosses such thresholds of the number of shares it holds and their voting rights it holds. Such individual or entity must also notify the Conseil des Marches Financiers, the self- regulatory organization that has general regulatory authority over the French stock exchanges and whose members include representatives of French stockbrokers, by registered letter (with return receipt) within five trading days of crossing such threshold. Any shareholder who fails to comply with these requirements may have all or part of its voting rights suspended for up to five (5) years by the commercial court at the request of the Companys Chairman, any of the Companys shareholders or French regulatory authorities. In addition, the Companys by-laws provide that every person who, acting alone or in concert with others, holds or comes into possession of shares representing 1%, or any multiple of 1%, of the Companys share capital or voting rights, or whose holding falls below any such threshold, is required to notify the Company of such fact by registered letter (with return receipt) within 15 days of crossing such threshold. Failure to comply with such notification provisions will result in the suspension, for a minimum of two years and up to a maximum of five years, of the voting rights attached to the shares exceeding the threshold of which notice should have been given. This penalty will be applied only pursuant to a request, recorded in the minutes of the shareholders meeting, by one or more shareholders holding shares representing at least 1% of the Companys share capital. 24.

Appears in 1 contract

Samples: Publicis Groupe Sa

DISCLOSURE OF INTEREST. Notwithstanding any other provision of the ADS Deposit Agreement or this ADR, each Holder and Beneficial Owner agrees, and the Depositary agrees, to comply with the Company's Articles of Association, as they may be amended from time to time, and the laws of The Republic of France with respect to the disclosure requirements regarding ownership of Shares, all as if the ADS(s) were the Shares represented thereby. As of the date of the ADS Deposit Agreement, such disclosure requirements are as follows: Pursuant to French law and the Company's Articles of Association, any person or entity that becomes the owner, directly or indirectly, alone or in concert with other persons, of more than one-twentieth, one-tenth, three-twentieths, one-fifth, one-quarter, one-third, one-half, half or two-thirds, eighteen-twentieths or nineteen twentieths thirds of the share capital or voting rights (or securities or voting rights representing Shares (which includes ADSs)), as discussed below in this Articleparagraph, must so notify the Company by registered letter within five (5) trading days, and the Autorite des Marches Financiers within five (5) trading days, of the date such threshold has been crossed, of the number of Shares it holds or is entitled to hold and the voting rights attached thereto. A holder of Shares is also required to notify the Company and the Autorite des Marches Financiers if the percentage of share capital or voting rights owned by such holder falls below the levels described in the previous sentence. In addition, any person acquiring more than 10% or 20% of the outstanding share capital or voting rights of the Company must file a report within 10 trading days with the Company and the Autorite des Marches Financiers, which makes such report available to the public by means of a notice. This report must state whether the acquiror is acting alone or in concert with others and indicate its intention for the following 12-month period, including whether or not it intends to continue its purchases, to acquire the control of the Company or to seek nomination (for itself or for others) to the Company's board of directors. The acquiror must also publish a press release stating its intentions in a prescribed manner. The acquiror may modify its initial intentions in a new statement, provided that this is done on the basis of significant changes in its own situation or those of its shareholders. Upon any change in intention, it must file a new report. Under the regulations of the Autorite des Marches Financiers and subject to limited exemptions, any person, or persons acting in concert, who comes to own more than 33.3% of the share capital or voting rights of the Company must initiate a public tender offer for the remainder of the share capital of the Company. In order to permit holders of share capital or voting rights to give the notice required by law, the Company is obligated to file with the Bulletin des Annonces Legales Obligatoires ("BALO") and with the Autorite des Marches Financiers, within fifteen five (155) calendar days of the Company's annual ordinary general meeting, information with respect to the total number of votes available as of the date of such meeting. If In addition, if the number of Shares or available votes changeschanges by 5% or more, the Company is required to publish each monthin the BALO, and to file with the Autorite des Marches FinanciersFinanciers within fifteen (15) calendar days of such change, the number a notification of Shares and the number of votes then available. In the event that a Holder or Beneficial Owner fails to comply with the requirements set forth in the preceding paragraph, such Holder or Beneficial Owner shall not be permitted, in accordance with, and subject to limitations provided under French law, to exercise voting rights with respect to any Shares or securities representing Shares exceeding the above-referenced thresholds as to which any required disclosure (as set forth in the preceding paragraph) has not been made until the end of a two-year (2) period following the date on which such Holder or Beneficial Owner has complied with such disclosure requirement. In addition, a French court may, under certain circumstances, eliminate all or part of the voting rights of such Holder or Beneficial Owner for a period not to exceed five (5) years, and such Holder or Beneficial Owner may be subject to criminal penalties. In addition, the Company's Articles of Association, as in effect as of the date hereof, provide provides that any shareholder who directly or indirectly, acting alone or in concert with others, acquires ownership or control of Shares (which includes Shares represented by ADSs) representing 0.5% or any multiple thereof of the Company's share capital and/or voting rights, or whose shareholding falls below any such limit, must inform the Company, within fifteen five (155) days of the crossing of the relevant threshold up to and including the time when such Holder's or Beneficial Owner's ownership equals 50% of the Company's share capital and/or voting rights, of the number of Shares then owned by such shareholder. Failure to comply with these notification requirements may result in the Shares in excess of the relevant threshold being deprived of voting rights for all shareholder meetings until the end of a two-year (2) period following the date on which the owner thereof has complied with such notification requirements. Notification shall be made by registered letter with acknowledgment of receipt, stating whether or not the Shares are held on behalf of, under the control of, or in concert with, other legal or natural persons and indicating the date of acquisition or disposition of the Shares triggering such notification and the amount of Shares and voting rights then held by such person. In the event that a Holder or Beneficial Owner fails to comply with the requirements of the Company's Articles of Association set forth in the preceding paragraph, such Holder or Beneficial Owner, upon request of a holder or holders of 50.5% or more of the share capital of the Company, shall not be permitted, in accordance with, and subject to the limitations provided under French law, to exercise voting rights with respect to any Shares or shares assimilated to Shares as to which any required disclosure (as set forth in the preceding paragraph) has not been made. Such disqualification shall only apply to Shares in excess of the applicable threshold. Any person or entity that becomes the Holder or Beneficial Owner, directly or indirectly, or in concert with other shareholders of Shares or shares or Shares assimilated to Shares (which include ADSs), as discussed above in this paragraph, representing 2% or more of the share capital of the Company must provide the Company, within five (5) calendar days of reaching such ownership level, with a written notice requesting that all such Shares, as well as any Shares subsequently acquired in excess of that amount, be in registered form. Additionally, pursuant to Article 9 of the Articles of Association, Air France's board of directors may, under certain circumstances, lower such ownership level to 10,000 Shares or shares assimilated to Shares (which include ADSs) or extend these notification requirements to all shareholders. In order to facilitate compliance with these notification requirements, a Holder of ADSs may deliver to the Depositary its request that a number of Shares represented by such Holder's or Beneficial Owner's ADSs be denominated in registered form. Upon receiving such request, as soon as practicable thereafter, the Depositary shall request the Custodian to denominate such Shares in registered form and to thereafter promptly notify the Depositary and the Company that such change has been effectuated at such Holder's or Beneficial Owner's request. In addition, a non-resident of France, a non-French company or any group of non-French residents or non-French companies acting in concert or any foreign controlled resident must file a declaration administrative, or administrative notice, with French authorities if its actions would result in (i) its acquisition of more than 33.33% of the share capital or voting rights of the Company, or (ii) an increase in ownership above 33.33% of the share capital or of the voting rights of the Company, unless such non-French resident, group of non-French residents or non-French company or group of non-French companies already controls more than half of the share capital of the Company or voting rights prior to such acquisition or increase. Under such existing administrative rulings, ownership of a French company in which 33.33% or more of the share capital or voting rights are held by a foreign national gives rise to an obligation to file a declaration administrative with the French authorities. The above provisions relating to Shares or voting rights held by a person or an entity also apply to (i) Shares or voting rights held by another person or entity on behalf of such person or entity, (ii) Shares or voting rights held by any company which is directly or indirectly controlled by such person or entity, (iii) Shares or voting rights held by a third party acting in concert with such person or entity or (iv) Shares or voting rights that such person or entity, or any person or entity referred to in (i), (ii) or (iii) above, is entitled to acquire at its sole option by virtue of an agreement. In order to facilitate compliance with the notification requirements, a Holder or Beneficial Owner may deliver any notification to the Depositary with respect to Shares represented by ADSs evidenced by ADRs, and the Depositary shall, as soon as practicable, forward such notification to the Company.

Appears in 1 contract

Samples: Ads Deposit Agreement (Air France-KLM /Fi)

DISCLOSURE OF INTEREST. Notwithstanding any other provision provisions of the ADS Deposit Agreement or this ADRAgreement, each Holder Owner and Beneficial Owner agrees, and the Depositary agrees, holder of Receipts agrees to comply with the Company's Articles of Associationstatuts, as they may be amended from time to time, and the laws of The Republic of France France, if applicable, with respect to the disclosure requirements regarding ownership of Shares, all as if the ADS(s) were such Receipts were, for this purpose, the Shares represented thereby. As of the date of the ADS Deposit Agreement, such disclosure requirements are as follows: Pursuant to French law and the Company's Articles of Association, any person or entity that becomes the owner, directly or indirectly, alone or in concert with other persons, of more than one-twentieth, one-tenth, three-twentieths, one-fifth, one-quarter, one-third, one-half, two-thirds, eighteen-twentieths or nineteen twentieths of the share capital or voting rights (or securities or voting rights representing Shares (which includes ADSs), as discussed below in this Article, must so notify the Company by registered letter within five (5) trading days, and the Autorite des Marches Financiers within five (5) trading days, of the date such threshold has been crossed, of the number of Shares it holds or is entitled to hold and the voting rights attached corresponding thereto. A holder of Shares is also required to notify the Company and the Autorite des Marches Financiers if the percentage of share capital or voting rights owned by such holder falls below the levels described in the previous sentence. In addition, any person acquiring more than 10% or 20% of the outstanding share capital or voting rights of the Company must file a report within 10 trading days with the Company and the Autorite des Marches Financiers, which makes such report available to the public by means of a notice. This report must state whether the acquiror is acting alone or in concert with others and indicate its intention for the following 12-month period, including whether or not it intends to continue its purchases, to acquire the control of the Company or to seek nomination (for itself or for others) to the Company's board of directors. The acquiror must also publish a press release stating its intentions in a prescribed manner. The acquiror may modify its initial intentions in a new statement, provided that this is done on the basis of significant changes in its own situation or those of its shareholders. Upon any change in intention, it must file a new report. Under the regulations of the Autorite des Marches Financiers and subject to limited exemptions, any person, or persons acting in concert, who comes to own more than 33.3% of the share capital or voting rights of the Company must initiate a public tender offer for the remainder of the share capital of the Company. In order to permit holders of share capital or voting rights to give the notice required by law, the Company is obligated to file with the Bulletin des Annonces Legales Obligatoires (“BALO”) and with the Autorite des Marches Financiers, within fifteen (15) calendar days of the Company's annual ordinary general meeting, information with respect to the total number of votes available as of the date of such meeting. If the number of Shares or available votes changes, the Company is required to publish each month, and to file with the Autorite des Marches Financiers, the number of Shares and the number of votes then available. In the event that a Holder or Beneficial Owner fails to comply with the requirements set forth in the preceding paragraph, such Holder or Beneficial Owner shall not be permitted, in accordance with, and subject to limitations provided under French law, to exercise voting rights with respect to any Shares or securities representing Shares exceeding the above-referenced thresholds as to which any required disclosure (as set forth in the preceding paragraph) has not been made until the end of a two-year (2) period following the date on which such Holder or Beneficial Owner has complied with such disclosure requirement. In addition, a French court may, under certain circumstances, eliminate all or part of the voting rights of such Holder or Beneficial Owner for a period not to exceed five (5) years, and such Holder or Beneficial Owner may be subject to criminal penalties. In addition, the Company's Articles of Association, as in effect as of the date hereof, provide that any shareholder who directly or indirectly, acting alone or in concert with others, acquires ownership or control of Shares (which includes Shares represented by ADSs) representing 0.5% or any multiple thereof of the Company's share capital and/or voting rights, or whose shareholding falls below any such limit, must inform the Company, within fifteen (15) days of the crossing of the relevant threshold up to and including the time when such Holder's or Beneficial Owner's ownership equals 50% of the Company's share capital and/or voting rights, of the number of Shares then owned by such shareholder. Failure to comply with these notification requirements may result in the Shares in excess of the relevant threshold being deprived of voting rights for all shareholder meetings until the end of a two-year (2) period following the date on which the owner thereof has complied with such notification requirements. Notification shall be made by registered letter with acknowledgment of receipt, stating whether or not the Shares are held on behalf of, under the control of, or in concert with, other legal or natural persons and indicating the date of acquisition or disposition of the Shares triggering such notification and the amount of Shares and voting rights then held by such person. In the event that a Holder or Beneficial Owner fails to comply with the requirements of the Company's Articles of Association set forth in the preceding paragraph, such Holder or Beneficial Owner, upon request of a holder or holders of 5% or more of the share capital of the Company, shall not be permitted, in accordance with, and subject to the limitations provided under French law, to exercise voting rights with respect to any Shares or shares assimilated to Shares as to which any required disclosure (as set forth in the preceding paragraph) has not been made. Such disqualification shall only apply to Shares in excess of the applicable threshold. Any person or entity that becomes the Holder or Beneficial Owner, directly or indirectly, or in concert with other shareholders of shares or Shares assimilated to Shares (which include ADSs), as discussed above in this paragraph, representing 2% or more of the share capital of the Company must provide the Company, within five (5) calendar days of reaching such ownership level, with a written notice requesting that all such Shares, as well as any Shares subsequently acquired in excess of that amount, be in registered form. Additionally, pursuant to Article 9 of the Articles of Association, Air France's board of directors may, under certain circumstances, lower such ownership level to 10,000 Shares or shares assimilated to Shares (which include ADSs) or extend these notification requirements to all shareholders. In order to facilitate compliance with these notification requirements, a Holder of ADSs may deliver to the Depositary its request that a number of Shares represented by such Holder's or Beneficial Owner's ADSs be denominated in registered form. Upon receiving such request, as soon as practicable thereafter, the Depositary shall request the Custodian to denominate such Shares in registered form and to thereafter promptly notify the Depositary and the Company that such change has been effectuated at such Holder's or Beneficial Owner's request. In addition, a non-resident of France, a non-French company or any group of non-French residents or non-French companies acting in concert or any foreign controlled resident must file a declaration administrative, or administrative notice, with French authorities if its actions would result in (i) its acquisition of more than 33.33% of the share capital or voting rights of the Company, or (ii) an increase in ownership above 33.33% of the share capital or of the voting rights of the Company, unless such non-French resident, group of non-French residents or non-French company or group of non-French companies already controls more than half of the share capital of the Company or voting rights prior to such acquisition or increase. Under such existing administrative rulings, ownership of a French company in which 33.33% or more of the share capital or voting rights are held by a foreign national gives rise to an obligation to file a declaration administrative with the French authorities. The above provisions relating to Shares or voting rights held by a person or an entity also apply to (i) Shares or voting rights held by another person or entity on behalf of such person or entity, (ii) Shares or voting rights held by any company which is directly or indirectly controlled by such person or entity, (iii) Shares or voting rights held by a third party acting in concert with such person or entity or (iv) Shares or voting rights that such person or entity, or any person or entity referred to in (i), (ii) or (iii) above, is entitled to acquire at its sole option by virtue of an agreement. In order to facilitate compliance with the notification requirements, a Holder an Owner or Beneficial Owner holder of Receipts may deliver any notification to the Depositary with respect to Shares represented by ADSs evidenced by ADRscorresponding to American Depositary Shares, and the Depositary shall, as soon as practicable, forward such notification to the Company and, if applicable the Socíeté des Bourses Françaises, or any other authorities in The Republic of France. French law provides that any individual or entity, acting alone or in concert with others, that holds, directly or indirectly, more than 5%, 10%, 20%, 33 1/3%, 50% or 66 2/3% of the Company's outstanding shares or voting rights or that increases or decreases its shareholding or voting rights thereof, above or below any of those percentages, must notify the Company within 15 calendar days of the date it crosses such thresholds of the number of shares it holds and their voting rights it holds. Such individual or entity must also notify the Conseil des Marchés Financiers, the self-regulatory organization that has general regulatory authority over the French stock exchanges and whose members include representatives of French stockbrokers, by registered letter (with return receipt) within five trading days of crossing such threshold. Any shareholder who fails to comply with these requirements may have all or part of its voting rights suspended for up to five (5) years by the commercial court at the request of the Company's Chairman, any of the Company’s shareholders or French regulatory authorities. In addition, the Company's by-laws provide that every person who, acting alone or in concert with others, holds or comes into possession of shares representing 1%, or any multiple of 1%, of the Company’s share capital or voting rights, or whose holding falls below any such threshold, is required to notify the Company of such fact by registered letter (with return receipt) within 15 days of crossing such threshold. Failure to comply with such notification provisions will result in the suspension, for a minimum of two years and up to a maximum of five years, of the voting rights attached to the shares exceeding the threshold of which notice should have been given. This penalty will be applied only pursuant to a request, recorded in the minutes of the shareholder’s meeting, by one or more shareholders holding shares representing at least 1% of the Company's share capital.

Appears in 1 contract

Samples: Publicis Groupe Sa

DISCLOSURE OF INTEREST. Notwithstanding any other provision of the ADS ADW Deposit Agreement or this ADRADWR, each Holder and Beneficial Owner agrees, and the Depositary agrees, to comply with the Company's Articles of Association, as they may be amended from time to time, and the laws of The Republic of France with respect to the disclosure requirements regarding ownership of Shares. In the case such disclosure of Shares is required of a Holder or Beneficial Owner, all such Holder or Beneficial Owner must at the same time also disclose its ownership of any Warrants, as if the ADS(s) were the Shares represented therebywell as of this ADWR. As of the date of the ADS Deposit Agreement, such disclosure requirements regarding ownership of Shares are as follows: Pursuant to French law and the Company's Articles of Association, any person or entity that becomes the owner, directly or indirectly, alone or in concert with other persons, of more than one-twentieth, one-tenth, three-twentieths, one-fifth, one-quarter, one-third, one-half, half or two-thirds, eighteen-twentieths or nineteen twentieths thirds of the share capital or voting rights (or securities or voting rights representing Shares (which includes ADSs), as discussed below in this Article, must so notify the Company by registered letter within five (5) trading days, and the Autorite des Marches Financiers within five (5) trading days, of the date such threshold has been crossed, of the number of Shares it holds or is entitled to hold and the voting rights attached thereto. A holder of Shares is also required to notify the Company and the Autorite des Marches Financiers if the percentage of share shares capital or voting rights owned by such holder falls below the levels described in the previous sentence. In addition, any person acquiring more than 10% or 20% of the outstanding share shares capital or voting rights of the Company must file a report within 10 trading days with the Company and the Autorite des Marches Financiers, which makes such report available to the public by means of a notice. This report must state whether the acquiror is acting alone or in concert with others and indicate its intention for the following 12-month period, including whether or not it intends to continue its purchases, to acquire the control of the Company or to seek nomination (for itself or for others) to the Company's board of directors. The acquiror must also publish a press release stating its intentions in a prescribed manner. The acquiror may modify its initial intentions in a new statement, provided that this is done on the basis of significant changes in its own situation or those of its shareholders. Upon any change in intention, it must file a new report. Under the regulations of the Autorite des Marches Financiers and subject to limited exemptions, any person, or persons acting in concert, who comes to own more than 33.3% of the share capital or voting rights of the Company must initiate a public tender offer for the remainder of the share capital of the Company. In order to permit holders of share shares capital or voting rights to give the notice required by law, the Company is obligated to file with the Bulletin des Annonces Legales Obligatoires ("BALO") and with the Autorite des Marches Financiers, within fifteen five (155) calendar days of the Company's annual ordinary general meeting, information with respect to the total number of votes available as of the date of such meeting. If In addition, if the number of Shares or available votes changeschanges by 5% or more, the Company is required to publish each monthin the BALO, and to file with the Autorite des Marches FinanciersFinanciers within fifteen (15) calendar days of such change, the number a notification of Shares and the number of votes then available. In the event that a Holder or Beneficial Owner fails to comply with the requirements set forth in the preceding paragraph, such Holder or Beneficial Owner shall not be permitted, in accordance with, and subject to limitations provided under French law, to exercise voting rights with respect to any Shares or securities representing Shares or the right to receive Shares exceeding the above-referenced thresholds as to which any required disclosure (as set forth in the preceding paragraph) has not been made until the end of a two-year (2) period following the date on which such Holder or Beneficial Owner has complied with such disclosure requirement. In addition, a French court may, under certain circumstances, eliminate all or part of the voting rights of such Holder or Beneficial Owner for a period not to exceed five (5) years, and such Holder or Beneficial Owner may be subject to criminal penalties. In addition, the Company's Articles of Association, as in effect as of the date hereof, provide that any shareholder who directly or indirectly, acting alone or in concert with others, acquires ownership or control of Shares (which includes Shares represented by ADSs) representing 0.5% or any multiple thereof of the Company's share capital and/or voting rights, or whose shareholding falls below any such limit, must inform the Company, within fifteen five (155) days of the crossing of the relevant threshold up to and including the time when such Holder's or Beneficial Owner's ownership equals 50% of the Company's share capital and/or voting rights, of the number of Shares then owned by such shareholder. Failure to comply with these notification requirements may result in the Shares in excess of the relevant threshold being deprived of voting rights for all shareholder meetings until the end of a two-year (2) period following the date on which the owner thereof has complied with such notification requirements. Notification shall be made by registered letter with acknowledgment of receipt, stating whether or not the Shares are held on behalf of, under the control of, or in concert with, other legal or natural persons and indicating the date of acquisition or disposition of the Shares triggering such notification and the amount of Shares and voting rights then held by such person. In the event that a Holder or Beneficial Owner fails to comply with the requirements of the Company's Articles of Association set forth in the preceding paragraph, such Holder or Beneficial Owner, upon request of a holder or holders of 50.5% or more of the share capital of the Company, shall not be permitted, in accordance with, and subject to the limitations provided under French law, to exercise voting rights with respect to any Shares or shares assimilated to Shares as to which any required disclosure (as set forth in the preceding paragraph) has not been made. Such disqualification shall only apply to Shares in excess of the applicable threshold. Any person or entity that becomes the Holder or Beneficial Owner, directly or indirectly, or in concert with other shareholders of Shares or shares or Shares assimilated to Shares (which include ADSs), as discussed above in this paragraph, representing 2% or more of the share capital of the Company must provide the Company, within five (5) calendar days of reaching such ownership level, with a written notice requesting that all such Shares, as well as any Shares subsequently acquired in excess of that amount, be in registered form. Additionally, pursuant to Article 9 of the Articles of Association, Air France's board of directors may, under certain circumstances, lower such ownership level to 10,000 Shares or shares assimilated to Shares (which include ADSs) or to extend these notification requirements to all shareholders. In order to facilitate compliance with these notification requirements, a Holder of ADSs may deliver to the Depositary its request that a number of Shares represented by such Holder's or Beneficial Owner's ADSs be denominated in registered form. Upon receiving such request, as soon as practicable thereafter, the Depositary shall request the Custodian to denominate such Shares in registered form and to thereafter promptly notify the Depositary and the Company that such change has been effectuated at such Holder's or Beneficial Owner's request. In addition, a non-resident of France, a non-French company or any group of non-French residents or non-French companies acting in concert or any foreign controlled resident must file a declaration administrative, or administrative notice, with French authorities if its actions would result in (i) its acquisition of more than 33.33% of the share capital or voting rights of the Company, or (ii) an increase in ownership above 33.33% of the share capital or of the voting rights of the Company, unless such non-French resident, group of non-French residents or non-French company or group of non-French companies already controls more than half of the share capital of the Company or voting rights prior to such acquisition or increase. Under such existing administrative rulings, ownership of a French company in which 33.33% or more of the share capital or voting rights are held by a foreign national gives rise to an obligation to file a declaration administrative with the French authorities. The Notwithstanding anything contained herein to the contrary, the above provisions relating to Shares or voting rights held by a person or an entity also apply to (i) Shares or voting rights held by another person or entity on behalf of such person or entity, (ii) Shares or voting rights held by any company which is directly or indirectly controlled by such person or entity, (iii) Shares or voting rights held by a third party acting in concert with such person or entity or entity, (iv) Shares or voting rights that such person or entity, or any person or entity referred to in (i), (ii) or (iii) above, is entitled to acquire at its sole option by virtue of an agreement, or (v) the right to acquire Shares or ADSs pursuant to the exercise of Warrants or ADWs, respectively, as if such right had been previously exercised in full. In order to facilitate compliance with the notification requirements, a Holder or Beneficial Owner may deliver any notification to the ADS Depositary with respect to Shares represented by ADSs evidenced by ADRsADWRs, and the Depositary shall, as soon as practicable, forward such notification to the Company.

Appears in 1 contract

Samples: Deposit Agreement (Air France /Fi)

DISCLOSURE OF INTEREST. Notwithstanding any other provision of the ADS Deposit Agreement or this ADR, each Holder and Beneficial Owner agrees, and the Depositary agrees, to comply with the Company's Articles of Association, as they may be amended from time to time, and the laws of The Republic of France with respect to the disclosure requirements regarding ownership of Shares, all as if the ADS(s) were the Shares represented thereby. As of the date of the ADS Deposit Agreement, such disclosure requirements are as follows: Pursuant to French law and the Company's Articles of Association, any person or entity that becomes the owner, directly or indirectly, alone or in concert with other persons, of more than one-twentieth, one-tenth, three-twentieths, one-fifth, one-quarter, one-third, one-half, two-thirds, eighteen-twentieths or nineteen twentieths of the share capital or voting rights (or securities or voting rights representing Shares (which includes ADSs), as discussed below in this Article, must so notify the Company by registered letter within five (5) trading days, and the Autorite des Marches Financiers within five (5) trading days, of the date such threshold has been crossed, of the number of Shares it holds or is entitled to hold and the voting rights attached thereto. A holder of Shares is also required to notify the Company and the Autorite des Marches Financiers if the percentage of share capital or voting rights owned by such holder falls below the levels described in the previous sentence. In addition, any person acquiring more than 10% or 20% of the outstanding share capital or voting rights of the Company must file a report within 10 trading days with the Company and the Autorite des Marches Financiers, which makes such report available to the public by means of a notice. This report must state whether the acquiror is acting alone or in concert with others and indicate its intention for the following 12-month period, including whether or not it intends to continue its purchases, to acquire the control of the Company or to seek nomination (for itself or for others) to the Company's board of directors. The acquiror must also publish a press release stating its intentions in a prescribed manner. The acquiror may modify its initial intentions in a new statement, provided that this is done on the basis of significant changes in its own situation or those of its shareholders. Upon any change in intention, it must file a new report. Under the regulations of the Autorite des Marches Financiers and subject to limited exemptions, any person, or persons acting in concert, who comes to own more than 33.3% of the share capital or voting rights of the Company must initiate a public tender offer for the remainder of the share capital of the Company. In order to permit holders of share capital or voting rights to give the notice required by law, the Company is obligated to file with the Bulletin des Annonces Legales Obligatoires ("BALO") and with the Autorite des Marches Financiers, within fifteen (15) calendar days of the Company's annual ordinary general meeting, information with respect to the total number of votes available as of the date of such meeting. If the number of Shares or available votes changes, the Company is required to publish each month, and to file with the Autorite des Marches Financiers, the number of Shares and the number of votes then available. In the event that a Holder or Beneficial Owner fails to comply with the requirements set forth in the preceding paragraph, such Holder or Beneficial Owner shall not be permitted, in accordance with, and subject to limitations provided under French law, to exercise voting rights with respect to any Shares or securities representing Shares exceeding the above-referenced thresholds as to which any required disclosure (as set forth in the preceding paragraph) has not been made until the end of a two-year (2) period following the date on which such Holder or Beneficial Owner has complied with such disclosure requirement. In addition, a French court may, under certain circumstances, eliminate all or part of the voting rights of such Holder or Beneficial Owner for a period not to exceed five (5) years, and such Holder or Beneficial Owner may be subject to criminal penalties. In addition, the Company's Articles of Association, as in effect as of the date hereof, provide that any shareholder who directly or indirectly, acting alone or in concert with others, acquires ownership or control of Shares (which includes Shares represented by ADSs) representing 0.5% or any multiple thereof of the Company's share capital and/or voting rights, or whose shareholding falls below any such limit, must inform the Company, within fifteen (15) days of the crossing of the relevant threshold up to and including the time when such Holder's or Beneficial Owner's ownership equals 50% of the Company's share capital and/or voting rights, of the number of Shares then owned by such shareholder. Failure to comply with these notification requirements may result in the Shares in excess of the relevant threshold being deprived of voting rights for all shareholder meetings until the end of a two-year (2) period following the date on which the owner thereof has complied with such notification requirements. Notification shall be made by registered letter with acknowledgment of receipt, stating whether or not the Shares are held on behalf of, under the control of, or in concert with, other legal or natural persons and indicating the date of acquisition or disposition of the Shares triggering such notification and the amount of Shares and voting rights then held by such person. In the event that a Holder or Beneficial Owner fails to comply with the requirements of the Company's Articles of Association set forth in the preceding paragraph, such Holder or Beneficial Owner, upon request of a holder or holders of 5% or more of the share capital of the Company, shall not be permitted, in accordance with, and subject to the limitations provided under French law, to exercise voting rights with respect to any Shares or shares assimilated to Shares as to which any required disclosure (as set forth in the preceding paragraph) has not been made. Such disqualification shall only apply to Shares in excess of the applicable threshold. Any person or entity that becomes the Holder or Beneficial Owner, directly or indirectly, or in concert with other shareholders of shares or Shares assimilated to Shares (which include ADSs), as discussed above in this paragraph, representing 2% or more of the share capital of the Company must provide the Company, within five (5) calendar days of reaching such ownership level, with a written notice requesting that all such Shares, as well as any Shares subsequently acquired in excess of that amount, be in registered form. Additionally, pursuant to Article 9 of the Articles of Association, Air France's board of directors may, under certain circumstances, lower such ownership level to 10,000 Shares or shares assimilated to Shares (which include ADSs) or extend these notification requirements to all shareholders. In order to facilitate compliance with these notification requirements, a Holder of ADSs may deliver to the Depositary its request that a number of Shares represented by such Holder's or Beneficial Owner's ADSs be denominated in registered form. Upon receiving such request, as soon as practicable thereafter, the Depositary shall request the Custodian to denominate such Shares in registered form and to thereafter promptly notify the Depositary and the Company that such change has been effectuated at such Holder's or Beneficial Owner's request. In addition, a non-resident of France, a non-French company or any group of non-French residents or non-French companies acting in concert or any foreign controlled resident must file a declaration administrative, or administrative notice, with French authorities if its actions would result in (i) its acquisition of more than 33.33% of the share capital or voting rights of the Company, or (ii) an increase in ownership above 33.33% of the share capital or of the voting rights of the Company, unless such non-French resident, group of non-French residents or non-French company or group of non-French companies already controls more than half of the share capital of the Company or voting rights prior to such acquisition or increase. Under such existing administrative rulings, ownership of a French company in which 33.33% or more of the share capital or voting rights are held by a foreign national gives rise to an obligation to file a declaration administrative with the French authorities. The above provisions relating to Shares or voting rights held by a person or an entity also apply to (i) Shares or voting rights held by another person or entity on behalf of such person or entity, (ii) Shares or voting rights held by any company which is directly or indirectly controlled by such person or entity, (iii) Shares or voting rights held by a third party acting in concert with such person or entity or (iv) Shares or voting rights that such person or entity, or any person or entity referred to in (i), (ii) or (iii) above, is entitled to acquire at its sole option by virtue of an agreement. In order to facilitate compliance with the notification requirements, a Holder or Beneficial Owner may deliver any notification to the Depositary with respect to Shares represented by ADSs evidenced by ADRs, and the Depositary shall, as soon as practicable, forward such notification to the Company."

Appears in 1 contract

Samples: Ads Deposit Agreement (Air France-KLM /Fi)

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