Common use of Disclosure of Interests Clause in Contracts

Disclosure of Interests. Owners and Holders may be subject to German and European Union law notification and mandatory transfer (“squeeze-out”) requirements regarding their holdings of American Depositary Shares and Shares and should acquaint themselves with applicable German and European Union law regarding such requirements. When required in order to comply with applicable laws and regulations (including the rules and requirements of any stock exchange on which the American Depositary Shares are or will be traded or listed, or the rules and requirements of any clearing system through which transactions in the American Depositary Shares may be settled) or the articles of association or similar document of the Company, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance, in each case within the time period prescribed by the Company. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. The Depositary may charge the Company a fee and its expenses for complying with requests under this Section 3.4. Each Owner and Holder of American Depositary Shares further agrees to comply with the laws and regulations of the European Union and the Federal Republic of Germany (if and to the extent applicable) with respect to the disclosure requirements regarding ownership or potential for ownership of Shares, all as if the American Depositary Shares were the Shares represented thereby, which is deemed to include, inter alia, requirements to make notifications and filings within the required timeframes to the Company and any other authorities of the European Union and the Federal Republic of Germany.

Appears in 4 contracts

Samples: Deposit Agreement (BioNTech SE), Deposit Agreement (Mynaric AG), Deposit Agreement (Bank of New York / Adr Division)

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Disclosure of Interests. Owners and Holders may be subject to German and European Union law notification and mandatory transfer (“squeeze-out”) requirements regarding their holdings of American Depositary Shares and Shares and should acquaint themselves with applicable German and European Union law regarding such requirements. When required in order to comply with applicable laws and regulations (including the rules and requirements of any stock exchange on which the American Depositary Shares are or will be traded or listed, or the rules and requirements of any clearing system through which transactions in the American Depositary Shares may be settled) or the articles of association or similar document of the Company, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance, in each case within the time period prescribed by the Company. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. The Depositary may charge the Company a fee and its expenses for complying with requests under this Section 3.4. Applicable laws and regulations may require Owners and Holders to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Owners and Holders are solely responsible for determining and complying with such reporting requirements and obtaining such approvals. Each Owner and Holder of American Depositary Shares further hereby agrees to comply with make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. None of the European Union and Depositary, the Federal Republic of Germany (if and to the extent applicable) with respect to the disclosure requirements regarding ownership or potential for ownership of SharesCustodian, all as if the American Depositary Shares were the Shares represented thereby, which is deemed to include, inter alia, requirements to make notifications and filings within the required timeframes to the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Owners or Holders to determine or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and any other authorities of the European Union and the Federal Republic of Germanyregulations.

Appears in 4 contracts

Samples: Deposit Agreement (Biophytis SA), Deposit Agreement (Biophytis SA), Deposit Agreement (Bank of New York / Adr Division)

Disclosure of Interests. Owners and Holders may be subject to German and European Union law notification and mandatory transfer (“squeeze-out”) requirements regarding their holdings of American Depositary Shares and Shares and should acquaint themselves with applicable German and European Union law regarding such requirements. When required in order to comply with applicable laws and regulations (including the rules and requirements of any stock exchange on which the American Depositary Shares are are, or will be traded or listed, listed or the rules and requirements of any clearing system through which transactions in the American Depositary Shares may be settled) or the articles of association or similar document of the Company, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance, in each case within the time period prescribed by the Company. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts efforts, at the Company's expense, to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. The Depositary may charge the Company a fee and its expenses for complying with requests under this Section 3.4. Each Owner and Holder of American Depositary Shares further agrees to comply with the laws and regulations of the European Union and the Federal Republic of Germany (if and to the extent applicable) with respect to the disclosure requirements regarding ownership or potential for ownership of Shares, all as if the American Depositary Shares were the Shares represented thereby, which is deemed to include, inter alia, requirements to make notifications and filings within the required timeframes to the Company and any other authorities of the European Union and the Federal Republic of Germany.

Appears in 3 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Biofrontera AG), Deposit Agreement (Bank of New York / Adr Division)

Disclosure of Interests. Owners and Holders may be subject to German and European Union law notification and mandatory transfer (“squeeze-out”) requirements regarding their holdings of American Depositary Shares and Shares and should acquaint themselves with applicable German and European Union law regarding such requirements. When required in In order to comply with applicable laws and regulations (including the rules and requirements of any stock exchange on which the American Depositary Shares are or will be traded or listed, or the rules and requirements of any clearing system through which transactions in the American Depositary Shares may be settled) or the articles of association or similar document of the Company, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance, in each case within the time period prescribed by the Company. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts efforts, at the Company's expense (unless otherwise agreed between the Company and the Depositary), to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. The Depositary may charge the Company a fee and its expenses for complying with requests under this Section 3.4. Each Owner and Holder of American Depositary Shares further agrees to comply with the laws and regulations of the European Union and the Federal Republic of Germany France (if and to the extent applicable) with respect to the disclosure requirements regarding ownership or potential for beneficial ownership of Shares, all as if the American Depositary Shares were the Shares represented thereby, which is deemed to include, inter alia, requirements to make notifications and filings within the required timeframes to the Company Company, to the French Autorité des Marchés Financiers and any other authorities in the Republic of France. The Company reserves the right to instruct Holders to deliver their American Depositary Shares for cancellation and withdrawal of the European Union Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Federal Republic Company in its efforts to inform Holders of Germanythe Company's exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depositary, to the Company on the manner or manners in which it may enforce such rights with respect to any Holder.

Appears in 3 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)

Disclosure of Interests. Owners and Holders may be subject to German and European Union law notification and mandatory transfer (“squeeze-out”) requirements regarding their holdings of American Depositary Shares and Shares and should acquaint themselves with applicable German and European Union law regarding such requirements. When required in order to comply with applicable laws and regulations (including the rules and requirements of any stock exchange on which the American Depositary Shares are are, or will be traded or listed, listed or the rules and requirements of any clearing system through which transactions in the American Depositary Shares may be settled) or the articles of association or similar document of the Company, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance, in each case within the time period prescribed by the Company. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this SectionArticle. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section Article relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts efforts, at the Company's expense, to comply with written instructions requesting that the Depositary forward any request authorized under this Section Article to the Owners and to forward to the Company any responses it receives in response to that request. The Depositary may charge the Company a fee and its expenses for complying with requests under this Section 3.4. Each Owner and Holder of American Depositary Shares further agrees to comply with the laws and regulations of the European Union and the Federal Republic of Germany (if and to the extent applicable) with respect to the disclosure requirements regarding ownership or potential for ownership of Shares, all as if the American Depositary Shares were the Shares represented thereby, which is deemed to include, inter alia, requirements to make notifications and filings within the required timeframes to the Company and any other authorities of the European Union and the Federal Republic of Germany.

Appears in 3 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Biofrontera AG), Deposit Agreement (Bank of New York / Adr Division)

Disclosure of Interests. Owners and Holders may be subject to German and European Union law notification and mandatory transfer (“squeeze-out”) requirements regarding their holdings of American Depositary Shares and Shares and should acquaint themselves with applicable German and European Union law regarding such requirements. When required in In order to comply with applicable laws and regulations (including the rules and requirements of any stock exchange on which the American Depositary Shares are or will be traded or listed, or the rules and requirements of any clearing system through which transactions in the American Depositary Shares may be settled) or the articles of association or similar document of the Company, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance, in each case within the time period prescribed by the Company. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts efforts, at the Company's expense (unless otherwise agreed between the Company and the Depositary), to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. The Depositary may charge the Company a fee and its expenses for complying with requests under this Section 3.4. Each Owner and Holder of American Depositary Shares further agrees to comply with the laws and regulations of the European Union and the Federal Republic of Germany France (if and to the extent applicable) with respect to the disclosure requirements regarding ownership or potential for beneficial ownership of Shares, all as if the American Depositary Shares were the Shares represented thereby, which is deemed to include, inter alia, requirements to make notifications and filings within the required timeframes to the Company Company, to the French Autorité des Marchés Financiers and any other authorities in the Republic of France. The Company reserves the right to instruct Holders to deliver their American Depositary Shares for cancellation and withdrawal of the European Union Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Federal Republic Company in its efforts to inform Holders of Germanythe Company's exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depositary, to the Company on the manner or manners in which it may enforce such rights with respect to any Holder.

Appears in 3 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)

Disclosure of Interests. Owners and Holders may be subject to German and European Union law notification and mandatory transfer (“squeeze-out”) requirements regarding their holdings of American Depositary Shares and Shares and should acquaint themselves with applicable German and European Union law regarding such requirements. When required in order to comply with applicable laws and regulations (including the rules and requirements of any stock exchange on which the American Depositary Shares are or will be traded or listed, or the rules and requirements of any clearing system through which transactions in the American Depositary Shares may be settled) or the articles of association or similar document of the Company, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance, in each case within the time period prescribed by the Company. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this SectionSection 3.4 of the Deposit Agreement. Each Holder consents to the disclosure to the Company by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this that Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. The Depositary may charge the Company a fee and its expenses for complying with requests under this Section 3.4. Each Owner and Holder of American Depositary Shares further agrees to comply with the laws and regulations of the European Union United States and the Federal Republic of Germany France (if and to the extent applicable) with respect to the disclosure requirements regarding ownership or potential for beneficial ownership of Shares, all as if the American Depositary Shares were the Shares represented thereby, which is deemed to include, inter alia, requirements to make notifications and filings within the required timeframes to the Company Company, to the Commission, to the French Autorité des Marchés Financiers and any other authorities in the United States or in France. The Company reserves the right to instruct Owners and Holders to deliver their American Depositary Shares for cancellation and withdrawal of the European Union Deposited Securities so as to permit the Company to deal directly with the Owner or Holder thereof as a holder of Shares, and the Federal Republic of GermanyOwners and Holders agree to comply with such instructions.

Appears in 2 contracts

Samples: Deposit Agreement (Genfit S.A.), Deposit Agreement (Bank of New York / Adr Division)

Disclosure of Interests. Owners and Holders may be subject to German and European Union law notification and mandatory transfer (“squeeze-out”) requirements regarding their holdings of American Depositary Shares and Shares and should acquaint themselves with applicable German and European Union law regarding such requirements. When required in order to comply with applicable laws and regulations (including the rules and requirements of any stock exchange on which the American Depositary Shares are or will be traded or listed, or the rules and requirements of any clearing system through which transactions in the American Depositary Shares may be settled) or the articles of association or similar document of the CompanyCompany (as in effect from time to time) or the rules and regulations of the Nasdaq Copenhagen A/S, the Nasdaq Global Market or of any other stock exchange on which the Shares or American Depositary Shares are registered, traded or listed or any book-entry settlement system, the Company may from time to time request, and may from time to time request the Depositary to request, each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is is, in the Company’s reasonable opinion, required for that compliance, in each case within the time period prescribed by the Company. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. The Depositary may charge the Company a fee (to be agreed at the time between the Company and the Depositary) and its documented expenses for complying with requests under this Section 3.4. Each Owner and Holder of American Depositary Shares further agrees to comply with the laws and regulations of the European Union United States and the Federal Republic of Germany Denmark (if and to the extent applicable) with respect to the disclosure requirements regarding ownership or potential for beneficial ownership of Shares, all as if the American Depositary Shares were the Shares represented thereby, which is deemed to includeincluding, inter alia, requirements to make notifications and filings within the required timeframes to the Company Company, to the Commission, to the Danish Financial Supervisory Authority, the Danish Business Authority and any other authorities of in the European Union and the Federal Republic of GermanyUnited States or in Denmark.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Orphazyme a/S)

Disclosure of Interests. Owners and Holders may be subject to German and European Union law notification and mandatory transfer (“squeeze-out”) requirements regarding their holdings of American Depositary Shares and Shares and should acquaint themselves with applicable German and European Union law regarding such requirements. When required in order to comply with applicable laws and regulations (including regulations, the rules and requirements of any stock exchange on which the American Depositary Shares are or will be traded or listed, or the rules and requirements of any clearing system through which transactions in the American Depositary Shares may be settled) Tel Aviv Stock Exchange or the articles of association or similar document of the Company, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance, in each case within the time period prescribed by the Company. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts efforts, at the Company's expense (unless otherwise agreed in writing between the Company and the Depositary), to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. Each Holder and Owner agrees to comply with any applicable law, including in both the United States and Israel, with regard to the notification to the Company of the holding or proposed holding of certain interests in Shares and the obtaining of certain consents, to the same extent as if such Holder or Owner were a registered holder or beneficial owner of Shares. The Depositary may charge is not required to take any action with respect to such compliance on behalf of any Holder or Owner, including the Company a fee and its expenses for complying with requests under this Section 3.4provision of the notification described below. Each Holder and Owner and Holder of American Depositary Shares further agrees to comply with the laws provisions of applicable law, including in both the United States and regulations Israel, which may require that persons who hold a direct or indirect interest in 5% or more of the European Union voting securities of the Company (including persons who hold such an interest through the holding of American Depositary Shares) give written notice of their interest and the Federal Republic of Germany (if and any subsequent changes in their interest to the extent applicable) Company. As of the date of the Deposit Agreement, each Owner and Holder agrees, if it instructs the Depositary to exercise voting rights with respect to the disclosure requirements regarding ownership or potential for ownership of deposited Shares, all as if the American Depositary Shares were the Shares represented thereby, which is deemed to includethat it will comply with any applicable Israeli law requiring it to, inter alia, requirements to make notifications and filings within disclose any personal interest it might have in the required timeframes to matter on the Company and any other authorities agenda of the European Union and the Federal Republic of Germanygeneral meeting. The Company undertakes no obligations to update any statements in this Article 24 regarding disclosure requirements under United States or Israeli law.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Cellect Biotechnology Ltd.)

Disclosure of Interests. Owners and Holders may be subject to German and European Union law notification and mandatory transfer (“squeeze-out”) requirements regarding their holdings of American Depositary Shares and Shares and should acquaint themselves with applicable German and European Union law regarding such requirementsREPORTING OBLIGATIONS; REGULATORY APPROVALS. When required in order to comply with applicable laws and regulations (including the any rules and requirements of any stock exchange on which the American Depositary Shares are or will be traded or listed, or the rules and requirements of any clearing system through which transactions in the American Depositary Shares may be settledlisted for trading) or the articles of association or similar document of the Company, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance, in each case within the time period prescribed by the Company. Each Owner and Holder agrees to provide provide, to the extent reasonably practicable, all information known to it in response to a request made pursuant to this SectionSection 3.4 of the Deposit Agreement. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this that Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. The Depositary may charge the Company a fee and its expenses for complying with requests under this Section 3.4. Each Owner and Holder of American Depositary Shares further agrees to comply with the Applicable laws and regulations may require holders and beneficial owners of Shares, including the European Union Holders and the Federal Republic of Germany (if Owners, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Owners are solely responsible for determining and complying with such reporting requirements and obtaining such approvals. Each Holder and each Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent applicable) with respect and in the form required by applicable laws and regulations as in effect from time to time. Neither the disclosure requirements regarding ownership or potential for ownership of SharesDepositary, all as if the American Depositary Shares were the Shares represented therebyCustodian, which is deemed to include, inter alia, requirements to make notifications and filings within the required timeframes to the Company nor any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Owners to determine or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and any other authorities of the European Union and the Federal Republic of Germanyregulations.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Rentokil Initial PLC /Fi)

Disclosure of Interests. Owners and Holders may be subject to German and European Union law notification and mandatory transfer (“squeeze-out”) requirements regarding their holdings of American Depositary Shares and Shares and should acquaint themselves with applicable German and European Union law regarding such requirements. When required in order to comply with applicable laws and regulations (including the rules and requirements of any stock exchange on which the American Depositary Shares are or will be traded or listed, or the rules and requirements of any clearing system through which transactions in the American Depositary Shares may be settled) or the articles of association or similar document of the Company, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance, in each case within the time period prescribed by the Company. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this SectionSection 3.4 of the Deposit Agreement. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this that Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. The Depositary may charge the Company a fee and its expenses for complying with requests under this Section 3.4. Each Owner and Holder of American Depositary Shares further agrees to comply with the laws and regulations of the European Union and the Federal Republic of Germany (if and to the extent applicable) with respect to the disclosure requirements regarding ownership or potential for ownership of Shares, all as if the American Depositary Shares were the Shares represented thereby, which is deemed to include, inter alia, requirements to make notifications and filings within the required timeframes to the Company and any other authorities of the European Union and the Federal Republic of Germany.

Appears in 2 contracts

Samples: Deposit Agreement (Mynaric AG), Deposit Agreement (Bank of New York / Adr Division)

Disclosure of Interests. Owners and Holders may be subject to German and European Union law notification and mandatory transfer (“squeeze-out”) requirements regarding their holdings of American Depositary Shares and Shares and should acquaint themselves with applicable German and European Union law regarding such requirements. When required in In order to comply with applicable laws and regulations (including the rules and requirements of any stock exchange on which the American Depositary Shares are or will be traded or listed, or the rules and requirements of any clearing system through which transactions in the American Depositary Shares may be settled) or the articles of association or similar document of the Company, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance, in each case within the time period prescribed by the Company. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts efforts, at the Company's expense (unless otherwise agreed in writing between the Company and the Depositary), to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. The Depositary may charge the Company a fee and its expenses for complying with requests under this Section 3.4. Each Owner and Holder of American Depositary Shares further agrees to comply with the laws and regulations of the European Union and the Federal Republic of Germany France (if and to the extent applicable) with respect to the disclosure requirements regarding ownership or potential for beneficial ownership of Shares, all as if the American Depositary Shares were the Shares represented thereby, which is deemed to include, inter alia, requirements to make notifications and filings within the required timeframes to the Company Company, to the French Autorité des Marchés Financiers and any other authorities in the Republic of France. The Company reserves the right to instruct Holders to deliver their American Depositary Shares for cancellation and withdrawal of the European Union Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares and the Federal Republic of GermanyHolders agree to comply with such instructions.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)

Disclosure of Interests. Owners and Holders may be subject to German and European Union law notification and mandatory transfer (“squeeze-out”) requirements regarding their holdings of American Depositary Shares and Shares and should acquaint themselves with applicable German and European Union law regarding such requirements. When required in order to comply with applicable laws and regulations (including regulations, the rules and requirements of the Australian Securities Exchange, the Nasdaq Global Market or any other stock exchange on which the Shares or the American Depositary Shares are or will be registered, traded or listedlisted or any book-entry settlement system, or the rules and requirements of any clearing system through which transactions in the American Depositary Shares may be settled) or the articles of association or similar document of the Company, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is is, in the Company’s reasonable opinion, required for that compliance, in each case within the time period prescribed by the Company. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. The Depositary may charge the Company a fee (to be agreed at the time between the Company and the Depositary) and its documented expenses for complying with requests under this Section 3.4. Each Owner and Holder of American Depositary Shares further agrees to comply with the laws and regulations of the European Union United States and the Federal Republic of Germany Australia (if and to the extent applicable) with respect to the disclosure requirements regarding ownership or potential for beneficial ownership of Shares, all as if the American Depositary Shares were the Shares represented thereby, which is deemed to include, inter alia, including requirements to make notifications and filings within the required timeframes to the Company Company, to the Commission, to the Australian Securities Exchange and any other authorities of in the European Union and the Federal Republic of GermanyUnited States or in Australia.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Opthea LTD)

Disclosure of Interests. Owners and Holders may be subject to German and European Union law notification and mandatory transfer (“squeeze-out”) requirements regarding their holdings of American Depositary Shares and Shares and should acquaint themselves with applicable German and European Union law regarding such requirements. When required in order to comply with applicable laws and regulations (including regulations, the rules and requirements of any stock exchange on which the American Depositary Shares are or will be traded or listed, or the rules and requirements of any clearing system through which transactions in the American Depositary Shares may be settled) Tel Aviv Stock Exchange or the articles of association or similar document of the Company, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance, in each case within the time period prescribed by the Company. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts efforts, at the Company's expense (unless otherwise agreed in writing between the Company and the Depositary), to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. Each Holder and Owner agrees to comply with any applicable law, including in both the United States and Israel, with regard to the notification to the Company of the holding or proposed holding of certain interests in Shares and the obtaining of certain consents, to the same extent as if such Holder or Owner were a registered holder or beneficial owner of Shares. The Depositary may charge is not required to take any action with respect to such compliance on behalf of any Holder or Owner, including the Company a fee and its expenses for complying with requests under this Section 3.4provision of the notification described below. Each Holder and Owner and Holder of American Depositary Shares further agrees to comply with the laws provisions of applicable law, including in both the United States and regulations Israel, which may require that persons who hold a direct or indirect interest in 5% or more of the European Union voting securities of the Company (including persons who hold such an interest through the holding of American Depositary Shares) give written notice of their interest and the Federal Republic of Germany (if and any subsequent changes in their interest to the extent applicable) Company. As of the date of this Deposit Agreement, each Owner and Holder agrees, if it instructs the Depositary to exercise voting rights with respect to the disclosure requirements regarding ownership or potential for ownership of deposited Shares, all as if the American Depositary Shares were the Shares represented thereby, which is deemed to includethat it will comply with any applicable Israeli law requiring it to, inter alia, requirements to make notifications and filings within disclose any personal interest it might have in the required timeframes to matter on the Company and any other authorities agenda of the European Union and the Federal Republic of Germanygeneral meeting. The Company undertakes no obligations to update any statements in this Section regarding disclosure requirements under United States or Israeli law.

Appears in 2 contracts

Samples: Deposit Agreement (Cellect Biotechnology Ltd.), Deposit Agreement (Bank of New York / Adr Division)

Disclosure of Interests. To the extent that the provisions of or governing any Deposited Securities may require disclosure of or impose limits on beneficial or other ownership of Deposited Securities, other Shares and other securities and may provide for blocking transfer, voting or other rights to enforce such disclosure or limits, Holders, Beneficial Owners and Holders may be subject to German and European Union law notification and mandatory transfer all persons holding ADSs (“squeeze-out”or any interest therein) requirements regarding their holdings of American Depositary Shares and Shares and should acquaint themselves with applicable German and European Union law regarding such requirements. When required in order agree to comply with applicable laws all such disclosure requirements and regulations (including ownership limitations and to comply with any reasonable Company instructions in respect thereof. The Company reserves the rules right to instruct Holders to deliver their ADSs for cancellation and requirements withdrawal of any stock exchange on which the American Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary Shares are or will be traded or listed, or agrees to cooperate with the rules and requirements of any clearing system through which transactions Company in the American Depositary Shares may be settled) or the articles of association or similar document its efforts to inform Holders of the Company’s exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depositary, to the Company on the manner or manners in which it may enforce such rights with respect to any Holder. The Company may from time to time request each Owner and Holder Holders or beneficial owners of an interest in ADRs to provide information as to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) such Holders own or owned ADRs and regarding the identity of any Holders or other persons or entities then or previously interested having a beneficial interest in those American Depositary Shares such ADRs and the nature of those interests such interest and (c) any various other matter where disclosure of such matter is required for that compliance, in each case within the time period prescribed by the Companymatters. Each Owner and Holder agrees to provide all any information known to it in response to a request made requested by the Company or the Depositary pursuant to this Section. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holderparagraph (6). The Depositary agrees to use reasonable efforts to comply with reasonable written instructions received from time to time from the Company requesting that the Depositary forward any request authorized under this Section such requests to the Owners Holders and to forward to the Company any responses it receives in response to that requestsuch requests received by the Depositary. The Depositary may charge Notwithstanding any provision of the Deposit Agreement or of this ADR and without limiting the foregoing, by being a Holder of an ADR, each such Holder agrees to provide such information as the Company may request in a fee disclosure notice (a “Disclosure Notice”) given pursuant to the United Kingdom Companies Act 1985 (as amended from time to time and its expenses for including any statutory modification or re-enactment thereof, the “Companies Act”) or the Memorandum and Articles of Association of the Company (the “Articles of Association”). By accepting or holding this ADR, each Holder and Beneficial Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares in respect of which the non-complying with requests under person is or was, or appears to be or has been, interested as provided in the Companies Act and the Articles of Association which currently include, the withdrawal of the voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, by accepting or holding this Section 3.4. Each ADR each Holder and Beneficial Owner and Holder of American Depositary Shares further agrees to comply with the laws and regulations provisions of the European Union and Companies Act with regard to, the Federal Republic of Germany (if and notification to the extent applicable) with respect to the disclosure requirements regarding ownership or potential for ownership Company of interests in Shares, all as if the American Depositary Shares were the Shares represented thereby, which is deemed to includecurrently provide, inter alia, requirements to make notifications and filings that any Holder who is or becomes directly or indirectly interested (within the required timeframes meaning of the Companies Act) in 3% or more of the outstanding Shares, or is aware that another person for whom it holds such ADRs is so interested, must within two business days after becoming so interested or so aware (and thereafter in certain circumstances upon any change to the particulars previously notified) notify the Company and any other authorities as required by the Companies Act. After the relevant threshold is exceeded, similar notifications must be made in whole respect of whole percentage figure increases or decreases, rounded down to the European Union and the Federal Republic of Germanynearest whole number.

Appears in 2 contracts

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

Disclosure of Interests. Owners and Holders To the extent that the provisions of or governing any Deposited Securities may be subject to German and European Union law notification and mandatory transfer (“squeeze-out”) requirements regarding their holdings require disclosure of American Depositary or impose limits on beneficial or other ownership of Deposited Securities, other Shares and Shares other securities and should acquaint themselves with applicable German may provide for blocking transfer, voting or other rights to enforce such disclosure or limits, Holders and European Union law regarding such requirements. When required in order all persons holding ADRs agree to comply with applicable laws all such disclosure requirements and regulations (including ownership limitations and to comply with any reasonable Company instructions in respect thereof. The Depositary agrees to forward, upon the rules request and requirements of any stock exchange on which at the American Depositary Shares are or will be traded or listed, or the rules and requirements of any clearing system through which transactions in the American Depositary Shares may be settled) or the articles of association or similar document expense of the Company, any written request for beneficial ownership information from the Company to the Holders, and at the Company’s expense, to promptly forward to the Company any responses received by the Depositary. The Company reserves the right to instruct Holders to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders of the Company's exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depositary, to the Company on the manner or manners in which it may enforce such rights with respect to any Holder. The Company may from time to time request each Owner and Holder Holders (other than DTC or its nominee) or former Holders to provide information as to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) such Holders hold or held ADRs and regarding the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares such ADRs and the nature of those interests such interest and (c) any various other matter where disclosure matters as may be required to comply with applicable law or the Articles of such matter is required for that compliance, in each case within the time period prescribed by Association of the Company. Each Owner and such Holder agrees to provide all any information known to it in response to a request made requested by the Company pursuant to this Sectionparagraph (6) and any applicable laws or regulations whether or not still a Holder at the time of such request. Each Notwithstanding any provision of the Deposit Agreement or of the ADRs and without limiting the foregoing, by being a Holder, each such Holder consents agrees to provide such information as the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the disclosure by United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the Depositary and "Companies Act") or the Owner Articles of Association of the Company. By accepting or any other holding an ADR, each Holder through which acknowledges that it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to understands that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts failure to comply with written instructions requesting that a Disclosure Notice may result in the Depositary forward any request authorized under this Section imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Owners Companies Act and the Articles of Association which currently include, the withdrawal of the voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to forward to the Company any responses it receives in response to that requesttransfer such Shares. The Depositary may charge the Company a fee and its expenses for complying with requests under this Section 3.4. Each Owner and In addition, by accepting or holding an ADR each Holder of American Depositary Shares further agrees to comply with the laws and regulations provisions of the European Union United Kingdom Disclosure and Transparency Rules (as amended from time to time, the Federal Republic of Germany (if and "DTRs") with regard to the extent applicable) with respect notification to the disclosure requirements regarding ownership or potential for ownership Company of Shares, all as if the American Depositary interests in Shares were the Shares represented therebyand certain financial instruments, which is deemed to includecurrently provide, inter alia, requirements that a Holder must notify the Company of the percentage of its voting rights he holds as shareholder or holds or is deemed to make notifications hold through his direct or indirect holding of certain financial instruments (or a combination of such holdings) if the percentage of those voting rights (i) reaches, exceeds or falls below 3%, 4%, 5%, 6%, 7%, 8%, 9%, 10% and filings within each 1% threshold thereafter up to 100% as a result of an acquisition or disposal of Shares or certain financial instruments, or (ii) reaches, exceeds or falls below such applicable thresholds as a result of events changing the required timeframes breakdown of voting rights and on the basis of information disclosed by the Company in accordance with the DTRs. The notification must be effected as soon as possible, but not later than two trading days after the Holder (a) learns of the acquisition or disposal or of the possibility of exercising voting rights, or on which, having regard to the Company and any other authorities circumstances, should have learned of it, regardless of the European Union and date on which the Federal Republic acquisition, disposal or possibility of Germanyexercising voting rights takes effect, or (b) is informed of the event mentioned in (ii) above.

Appears in 1 contract

Samples: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)

Disclosure of Interests. Owners and Holders may be subject to German and European Union law notification and mandatory transfer (“squeeze-out”) requirements regarding their holdings of American Depositary Shares and Shares and should acquaint themselves with applicable German and European Union law regarding such requirements. When required in order to comply with applicable laws and regulations (including the rules and requirements of any stock exchange on which the American Depositary Shares are or will be traded or listed, or the rules and requirements of any clearing system through which transactions in the American Depositary Shares may be settled) or the articles of association or similar document of the Company, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance, in each case within the time period prescribed by the Company. Each Owner and Holder Hxxxxx agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. The Depositary may charge the Company a fee and its expenses for complying with requests under this Section 3.4. Each Owner and Holder of American Depositary Shares further agrees to comply with the laws and regulations of the European Union and the Federal Republic of Germany (if and to the extent applicable) with respect to the disclosure requirements regarding ownership or potential for ownership of Shares, all as if the American Depositary Shares were the Shares represented thereby, which is deemed to include, inter alia, requirements to make notifications and filings within the required timeframes to the Company and any other authorities of the European Union and the Federal Republic of Germany.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Disclosure of Interests. Owners and Holders may be subject to German and European Union law notification and mandatory transfer (“squeeze-out”) requirements regarding their holdings of American Depositary Shares and Shares and should acquaint themselves with applicable German and European Union law regarding such requirements. When required in order to comply with applicable laws and regulations (including the rules and requirements of any stock exchange on which the American Depositary Shares are or will be traded or listed, or the rules and requirements of any clearing system through which transactions in the American Depositary Shares may be settled) or the articles of association or similar document of the CompanyCompany (as in effect from time to time) or the rules and regulations of the Oslo Børs, the Nasdaq Stock Market LLC or of any other stock exchange on which the Shares or American Depositary Shares are registered, traded or listed or any book-entry settlement system, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests interests, (c) if for any reason, the proportion of the Shares such Owner or Holder owns reaches, exceeds or falls below the thresholds specified under Norwegian law and (cd) any other matter where disclosure of such matter is is, in the Company’s reasonable opinion, required for that compliance, in each case within the time period prescribed by the Company. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this SectionSection 3.4 of the Deposit Agreement. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this that Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. The Depositary may charge the Company a fee and its expenses for complying with requests under this Section 3.4. Each Owner and Holder of American Depositary Shares further agrees to comply with the laws and regulations of the European Union United States and the Federal Republic of Germany Norway (if and to the extent applicable) with respect to the disclosure requirements regarding ownership or potential for beneficial ownership of Shares, all as if the American Depositary Shares were the Shares represented thereby, which is deemed to include, inter alia, including requirements to make notifications and filings within the required timeframes to the Company Company, to the Commission, to the Financial Supervisory Authority of Norway and any other authorities in the United States or in Norway. The Company reserves the right to instruct an Owner or a Holder to deliver its American Depositary Shares for cancellation and withdrawal of the European Union Deposited Securities so as to permit the Company to deal directly with that Owner or Holder as a holder of Shares, and Owners and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Federal Republic Company in its efforts to inform Owners and Holders of Germanythe Company's exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depositary, to the Company on the manner or manners in which it may enforce such rights with respect to any Owner or Holder.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Disclosure of Interests. Owners and Holders may be subject to German and European Union law notification and mandatory transfer (“squeeze-out”) requirements regarding their holdings of American Depositary Shares and Shares and should acquaint themselves with applicable German and European Union law regarding such requirements. When required in order to comply with with, or as provided for under, applicable laws and regulations (including the Companies Axx 0000 of the United Kingdom), rules and requirements or regulations of any stock exchange on jurisdiction to which the Company is subject or of any markets or exchanges upon which the Shares or American Depositary Shares are listed or will be traded or listed, or the rules and requirements of any clearing system through which transactions in the American Depositary Shares may be settled) or the articles of association or similar document of the Company, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliancecompliance or that the Company may require under those laws, in each case within the time period prescribed by the Companyrules, regulations or articles. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. The Depositary may charge the Company a fee Owners and its expenses for complying with requests under this Section 3.4. Each Owner and Holder of American Depositary Shares further agrees to Holders shall comply with the laws disclosure requirements relating to, and regulations any limitations on, ownership of Shares under the articles of association of the European Union and the Federal Republic Company, applicable English law or rules of Germany (if and to the extent applicable) with respect to the disclosure requirements regarding ownership or potential for ownership of Shares, all any regulatory authority as if the their American Depositary Shares were the Shares represented thereby. Each Owner and Holder acknowledges that failure by it to comply with a disclosure request made under Section 3.4 of the Deposit Agreement may result in the imposition of sanctions against the Depositary as the holder of the amount of Shares by the Owner or Holder, which is deemed including withdrawal of the voting rights and restrictions on the right to includereceive dividends or to transfer that amount of Shares and that the Depositary may impose any sanction of that kind against the Owner or Holder. To the extent that the provisions of or governing any Deposited Securities may require disclosure of or impose limits on beneficial or other ownership of Deposited Securities, inter aliaother Shares and other securities and may provide for blocking transfer, voting or other rights to enforce such disclosure or limits, Owners and Holders agree to comply with all such disclosure requirements and ownership limitations and to make notifications comply with any reasonable Company instructions in respect thereof. The Company reserves the right to instruct Holders to deliver their American Depositary Shares for cancellation and filings within withdrawal of the required timeframes Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares and any other authorities of the European Union and the Federal Republic of GermanyHolders agree to comply with such instructions.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Disclosure of Interests. Owners and Holders may be subject to German and European Union law notification and mandatory transfer (“squeeze-out”) requirements regarding their holdings of American Depositary Shares and Shares and should acquaint themselves with applicable German and European Union law regarding such requirements. When required in order to comply with applicable laws and regulations (including the rules and requirements of any stock exchange on which the American Depositary Shares are or will be traded or listed, or the rules and requirements of any clearing system through which transactions in the American Depositary Shares may be settled) or the articles of association or similar document of the Company, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance, in each case within the time period prescribed by the Company. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. The Depositary may charge the Company a fee and its expenses for complying with requests under this Section 3.43.4 of the Deposit Agreement. Each Owner and Holder of American Depositary Shares further agrees to comply with the laws and regulations of the European Union and the Federal Republic of Germany (if and to the extent applicable) with respect to the disclosure requirements regarding ownership or potential for ownership of Shares, all as if the American Depositary Shares were the Shares represented thereby, which is deemed to include, inter alia, requirements to make notifications and filings within the required timeframes to the Company and any other authorities of the European Union and the Federal Republic of Germany.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Disclosure of Interests. Owners and Holders may be subject to German and European Union law notification and mandatory transfer (“squeeze-out”) requirements regarding their holdings of American Depositary Shares and Shares and should acquaint themselves with applicable German and European Union law regarding such requirements. When required in order to comply with applicable laws and regulations (including the rules and requirements of any stock exchange on which the American Depositary Shares are or will be traded or listed, or the rules and requirements of any clearing system through which transactions in the American Depositary Shares may be settled) or the articles of association or similar document of the CompanyCompany (as in effect from time to time) or the rules and regulations of the Oslo Børs, the Nasdaq Stock Market LLC or of any other stock exchange on which the Shares or American Depositary Shares are registered, traded or listed or any book-entry settlement system, the Company may from time to time request, and may from time to time request the Depositary to request, each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests interests, (c) if for any reason, the proportion of the Shares such Owner or Holder owns reaches, exceeds or falls below the thresholds specified under Norwegian law and (cd) any other matter where disclosure of such matter is is, in the Company’s reasonable opinion, required for that compliance, in each case within the time period prescribed by the Company. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. The Depositary may charge the Company a an agreed upon fee and its documented expenses for complying with requests under this Section 3.4. Each Owner and Holder of American Depositary Shares further agrees to comply with the laws and regulations of the European Union United States and the Federal Republic of Germany Norway (if and to the extent applicable) with respect to the disclosure requirements regarding ownership or potential for beneficial ownership of Shares, all as if the American Depositary Shares were the Shares represented thereby, which is deemed to include, inter alia, including requirements to make notifications and filings within the required timeframes to the Company Company, to the Commission, to the Financial Supervisory Authority of Norway and any other authorities in the United States or in Norway. The Company reserves the right to instruct an Owner or a Holder to deliver its American Depositary Shares for cancellation and withdrawal of the European Union Deposited Securities so as to permit the Company to deal directly with that Owner or Holder as a holder of Shares, and Owners and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Federal Republic Company in its efforts to inform Owners and Holders of Germanythe Company's exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depositary, to the Company on the manner or manners in which it may enforce such rights with respect to any Owner or Holder.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Disclosure of Interests. Owners and Holders may be subject to German and European Union law notification and mandatory transfer (“squeeze-out”) requirements regarding their holdings of American Depositary Shares and Shares and should acquaint themselves with applicable German and European Union law regarding such requirements. When required in order to comply with applicable laws and regulations (including the rules and requirements of any stock exchange on which the American Depositary Shares are or will be traded or listed, or the rules and requirements of any clearing system through which transactions in the American Depositary Shares may be settled) or the articles of association or similar document of the Company, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance, in each case within the time period prescribed by the Company. Each Owner and Holder Hxxxxx agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. The Depositary may charge the Company a fee and its expenses for complying with requests under this Section 3.43.4 of the Deposit Agreement. Each Owner and Holder of American Depositary Shares further agrees to comply with the laws and regulations of the European Union and the Federal Republic of Germany (if and to the extent applicable) with respect to the disclosure requirements regarding ownership or potential for ownership of Shares, all as if the American Depositary Shares were the Shares represented thereby, which is deemed to include, inter alia, requirements to make notifications and filings within the required timeframes to the Company and any other authorities of the European Union and the Federal Republic of Germany.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Disclosure of Interests. Owners and Holders may be subject to German and European Union law notification and mandatory transfer (“squeeze-out”) requirements regarding their holdings of American Depositary Shares and Shares and should acquaint themselves with applicable German and European Union law regarding such requirements. When required in order to comply with applicable laws and regulations (including the rules and requirements of any stock exchange on which the American Depositary Shares are or will be traded or listed, or the rules and requirements of any clearing system through which transactions in the American Depositary Shares may be settled) or the articles of association or similar document of the Company, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance, in each case within the time period prescribed by the Company. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. The Depositary may charge the Company a fee and its expenses for complying with requests under this Section 3.43.4 of the Deposit Agreement. Each Owner and Holder of American Depositary Shares further agrees to comply with the laws and regulations of the European Union and the Federal Republic of Germany (if and to the extent applicable) with respect to the disclosure requirements regarding ownership or potential for ownership of Shares, all as if the American Depositary Shares were the Shares represented thereby, which is deemed to include, inter alia, requirements to make notifications and filings within the required timeframes to the Company and any other authorities of the European Union and the Federal Republic of Germany.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Disclosure of Interests. Owners and Holders may be subject to German and European Union law notification and mandatory transfer (“squeeze-out”) requirements regarding their holdings of American Depositary Shares and Shares and should acquaint themselves with applicable German and European Union law regarding such requirements. When required in order to comply with applicable laws and regulations (including the rules and requirements of any stock exchange on which the American Depositary Shares are or will be traded or listed, or the rules and requirements of any clearing system through which transactions in the American Depositary Shares may be settled) or the articles of association or similar document of the Company, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance, in each case within the time period prescribed by the Company. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts efforts, at the Company's expense, unless otherwise agreed in writing between the Company and the Depositary, to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. The Company may from time to time request Owners to provide information as to the capacity in which they own or owned American Depositary may charge Shares and regarding the Company identity of any other persons then or previously having a fee beneficial interest in those American Depositary Shares and its expenses for complying with requests under this Section 3.4the nature of that interest and various other matters. Each Owner agrees to provide any information requested by the Company or the Depositary pursuant to Section 3.4 of the Deposit Agreement. The Depositary agrees, at the Company’s expense, which shall be agreed with the Company prior to such expense being incurred, to comply with reasonable written instructions received from time to time from the Company requesting the Depositary forward any requests of that kind to the Owners and Holder to forward to the Company any responses received by the Depositary. Notwithstanding any other provision of American Depositary the Deposit Agreement or of the Receipts and without limiting the foregoing, by accepting or holding a Receipt, each Owner agrees to provide such information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the South African Companies Act 2008 (as amended from time to time and including any statutory modification or re-enactment thereof, the “Companies Act”) or the constitutional documents of the Company. By accepting or holding a Receipt, each Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares further in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the constitutional documents of the Company which currently include, the withdrawal of the voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, by accepting or holding a Receipt, each Owner agrees to comply with the laws disclosure and regulations transparency provisions of Section 122 of the European Union and Companies Act (as amended from time to time, the Federal Republic of Germany (if and “DTRs”) with regard to the extent applicable) with respect notification to the disclosure requirements regarding ownership or potential for ownership Company of Shares, all as if the American Depositary interests in Shares were the Shares represented therebyand certain financial instruments, which is deemed to includecurrently provide, as of the date of the Deposit Agreement, inter alia, requirements that an Owner must notify the Company of the percentage of its voting rights he holds as shareholder or holds or is deemed to make notifications hold through his direct or indirect holding of certain financial instruments (or a combination of such holdings) if the percentage of those voting rights (i) reaches, exceeds or falls below 3%, 4%, 5%, 6%, 7%, 8%, 9%, 10% and filings within each 1% threshold thereafter up to 100% as a result of an acquisition or disposal of Shares or certain financial instruments, or (ii) reaches, exceeds or falls below such applicable thresholds as a result of events changing the required timeframes breakdown of voting rights and on the basis of information disclosed by the Company in accordance with the DTRs. Under applicable law as of the date of the Deposit Agreement, the notification must be effected as soon as possible, but not later than two JSE trading days after the Owner (a) learns of the acquisition or disposal or of the possibility of exercising voting rights, or on which, having regard to the Company and any other authorities circumstances, should have learned of it, regardless of the European Union and date on which the Federal Republic acquisition, disposal or possibility of Germanyexercising voting rights takes effect, or (b) is informed of the event mentioned in (ii) above.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Disclosure of Interests. Owners and Holders may be subject to German and European Union law notification and mandatory transfer (“squeeze-out”) requirements regarding their holdings of American Depositary Shares and Shares and should acquaint themselves with applicable German and European Union law regarding such requirements. When required in order to comply with applicable laws and regulations (including including, without limitation, the rules rules, regulations and requirements of any stock exchange on which the American Depositary Shares are are, or will be be, traded or listed, listed or the rules rules, regulations and requirements of any clearing system through which transactions in the American Depositary Shares may be settled) or the articles of association or similar document of the CompanyCompany as in effect from time to time, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance, in each case within the time period prescribed by the Company. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this SectionSection 3.4 of the Deposit Agreement. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this that Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. The Depositary may charge the Company a fee and its expenses for complying with requests under this Section 3.4. Each Owner and Holder of American Depositary Shares further agrees to comply with the laws and regulations of the European Union and the Federal Arab Republic of Germany Egypt (if and to the extent applicable) with respect to the any disclosure requirements regarding ownership or potential for ownership of Shares, all as if the American Depositary Shares were the Shares represented thereby, which is deemed to include, inter alia, requirements to make notifications and filings within the required timeframes to the Company and any other authorities of in the European Union and the Federal Arab Republic of GermanyEgypt.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

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Disclosure of Interests. Owners and Holders may be subject to German and European Union law notification and mandatory transfer (“squeeze-out”) requirements regarding their holdings of American Depositary Shares and Shares and should acquaint themselves with applicable German and European Union law regarding such requirements. When required in order to comply with applicable laws and regulations (including the rules and requirements of any stock exchange on which the American Depositary Shares are or will be traded or listed, or the rules and requirements of any clearing system through which transactions in the American Depositary Shares may be settled) or the articles of association or similar document of the CompanyOrganizational Documents, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance, in each case within the time period prescribed by the Company. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section, all as if the American Depositary Shares were the Shares represented thereby. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. The Depositary may charge the Company a fee and its expenses for complying with requests under this Section 3.4. Each Owner and The Company reserves the right to instruct a Holder of to surrender its American Depositary Shares further agrees and withdraw the Deposited Securities represented thereby so as to permit the Company to deal with that Holder directly as a holder of Shares, and Holders agree to comply with an instruction of that kind. The Depositary agrees to use reasonable efforts to comply with written instructions from the laws and regulations Company requesting that the Depositary forward a notice to Holders of the European Union and the Federal Republic Company’s exercise of Germany (if and to the extent applicable) with respect to the disclosure requirements regarding ownership or potential for ownership of Shares, all as if the American Depositary Shares were the Shares represented thereby, which is deemed to include, inter alia, requirements to make notifications and filings within the required timeframes to the Company and any other authorities of the European Union and the Federal Republic of Germanyits rights under this paragraph.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Disclosure of Interests. Owners and Holders may be subject to German and European Union law notification and mandatory transfer (“squeeze-out”) requirements regarding their holdings of American Depositary Shares and Shares and should acquaint themselves with applicable German and European Union law regarding such requirements. When required in order to comply with applicable laws and regulations (including the rules and requirements of any stock exchange on which the American Depositary Shares are or will be traded or listed, or the rules and requirements of any clearing system through which transactions in the American Depositary Shares may be settled) or the articles of association or similar document of the Company, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance, in each case within the time period prescribed by the Company. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. The Depositary may charge the Company a fee and its expenses for complying with requests under this Section 3.4. Each Owner and Holder of American Depositary Shares further agrees to comply with the laws and regulations of the European Union and the Federal Republic of Germany (if and to the extent applicable) with respect to the disclosure requirements regarding ownership or potential for ownership of Shares, all as if the American Depositary Shares were the Shares represented thereby, which is deemed to include, inter alia, requirements to make notifications and filings within the required timeframes to the Company and any other authorities of the European Union and the Federal Republic of Germany.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Disclosure of Interests. Owners and Holders may be subject to German and European Union law notification and mandatory transfer (“squeeze-out”) requirements regarding their holdings of American Depositary Shares and Shares and should acquaint themselves with applicable German and European Union law regarding such requirements. When required in order to comply with applicable laws and regulations (including the rules and requirements regulations of any stock exchange on which the American Depositary Shares are are, or will be be, traded or listed, or the rules and requirements of any clearing system through which transactions in the American Depositary Shares may be settled) or the articles of association or similar document of the CompanyCompany as in effect from time to time, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance, in each case within the time period prescribed by the Company. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section 3.4 of the Deposit Agreement relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts efforts, at the Company's expense, to comply with written instructions requesting that the Depositary forward any request authorized under this Section 3.4 of the Deposit Agreement to the Owners and to forward to the Company any responses it receives in response to that request. The Depositary may charge the Company a fee and its expenses for complying with requests under this Section 3.43.4 of the Deposit Agreement. If the Company notifies the Depositary that it restricts rights to vote or transfer Deposited Securities with respect to which a disclosure request of the kind referred to in Section 3.4 of the Deposit Agreement has not been complied with, the Depositary shall use reasonable efforts to follow instructions it receives from the Company to give effect to those restrictions to the extent practicable. Each Owner and Holder of American Depositary Shares further agrees to comply with the laws and regulations of the European Union and the Federal Republic of Germany Sweden (if and to the extent applicable) with respect to the disclosure requirements regarding ownership or potential for ownership of Shares, all as if the American Depositary Shares were the Shares represented thereby, which is deemed to include, inter alia, requirements to make notifications and filings within the required timeframes to the Company and any other authorities of the European Union and the Federal Republic of Germanyin Sweden.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Disclosure of Interests. Owners and Holders may be subject to German and European Union law notification and mandatory transfer (“squeeze-out”) requirements regarding their holdings of American Depositary Shares and Shares and should acquaint themselves with applicable German and European Union law regarding such requirements. When required in order to comply with applicable laws and regulations (including the rules and requirements of any stock exchange on which the American Depositary Shares are are, or will be traded or listed, listed or the rules and requirements of any clearing system through which transactions in the American Depositary Shares may be settled) or the articles of association or similar document of the CompanyCompany as in effect from tme-to-time, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance, in each case within the time period prescribed by the Company. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts efforts, at the Company's expense, to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. The Depositary may charge the Company a fee and its expenses for complying with requests under this Section 3.4. Each Owner and Holder of American Depositary Shares further agrees to comply with the laws and regulations of the European Union and the Federal Republic Kingdom of Germany Denmark (if and to the extent applicable) with respect to the disclosure requirements regarding ownership or potential for ownership of Shares, all as if the American Depositary Shares were the Shares represented thereby, which is deemed to include, inter alia, requirements to make notifications and filings within the required timeframes to the Company and any other authorities in the Kingdom of the European Union and the Federal Republic of GermanyDenmark.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Disclosure of Interests. Owners and Holders may be subject to German and European Union law notification and mandatory transfer (“squeeze-out”) requirements regarding their holdings of American Depositary Shares and Shares and should acquaint themselves with applicable German and European Union law regarding such requirements. When required in In order to comply with applicable laws laws, rules and regulations (including including, without limitation, the rules and requirements of any stock exchange on which the Shares or American Depositary Shares are are, or will be be, registered, traded or listed, or the rules listed and requirements of any clearing system through which transactions in the Shares or American Depositary Shares may will be settled) or the articles of association or similar document of the Company, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance, in each case within the time period prescribed by the Company. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts efforts, at the Company's expense, to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. The Depositary may charge the Company a fee and its expenses for complying with requests under this Section 3.4. Each Owner and Holder of American Depositary Shares further agrees to comply with the laws and regulations of the European Union and the Federal Republic of Germany Finland (if and to the extent applicable) with respect to the disclosure requirements regarding ownership or potential for ownership of Shares, all as if the American Depositary Shares were the Shares represented thereby, which is deemed to include, inter alia, including any requirements to make notifications and filings within the required timeframes to the Company and any other authorities of in the European Union and the Federal Republic of GermanyFinland.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Disclosure of Interests. Owners and Holders may be subject to German and European Union law notification and mandatory transfer (“squeeze-out”) requirements regarding their holdings of American Depositary Shares and Shares and should acquaint themselves with applicable German and European Union law regarding such requirements. When required in order to comply with applicable laws and regulations (including the rules and requirements of any stock exchange on which the American Depositary Shares are or will be traded or listed, or the rules and requirements of any clearing system through which transactions in the American Depositary Shares may be settled) or the articles of association or similar document of the CompanyCompany or the rules and regulations of the Euronext Paris stock exchange, the Nasdaq Global Market or of any other stock exchange on which the Shares or American Depositary Shares are registered, traded or listed or any book-entry settlement system, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance, in each case within the time period prescribed by the Company. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this SectionSection 3.4 of the Deposit Agreement. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this that Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. The Depositary may charge the Company a fee and its expenses for complying with requests under this Section 3.4. Each Owner and Holder of American Depositary Shares further agrees to comply with the laws and regulations of the European Union United States and the Federal Republic of Germany France (if and to the extent applicable) with respect to the disclosure requirements regarding ownership or potential for beneficial ownership of Shares, all as if the American Depositary Shares were the Shares represented thereby, which is deemed to include, inter alia, requirements to make notifications and filings within the required timeframes to the Company Company, to the Commission, to the French Autorité des Marchés Financiers and any other authorities in the United States or in the Republic of France. The Company reserves the right to instruct an Owner or Holder to deliver its American Depositary Shares for cancellation and withdrawal of the European Union Deposited Securities so as to permit the Company to deal directly with that Owner or Holder as a holder of Shares, and the Federal Republic of GermanyOwners and Holders agree to comply with such instructions.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Disclosure of Interests. Owners and Holders may be subject to German and European Union law notification and mandatory transfer (“squeeze-out”) requirements regarding their holdings of American Depositary Shares and Shares and should acquaint themselves with applicable German and European Union law regarding such requirements. When required in order to comply with applicable laws and regulations (including regulations, the rules and requirements of the regulated market of Euronext in Paris, the Nasdaq Global Market or any other stock exchange on which the Shares or the American Depositary Shares are or will be registered, traded or listedlisted or any book-entry settlement system, or the rules and requirements of any clearing system through which transactions in the American Depositary Shares may be settled) or the articles of association or similar document of the Company, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance, in each case within the time period prescribed by the Company. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. The Depositary may charge the Company a fee and its expenses for complying with requests under this Section 3.4. Each Owner and Holder of American Depositary Shares further agrees to comply with the laws and regulations of the European Union United States and the Federal Republic of Germany France (if and to the extent applicable) with respect to the disclosure requirements regarding ownership or potential for beneficial ownership of Shares, all as if the American Depositary Shares were the Shares represented thereby, which is deemed to include, inter alia, requirements to make notifications and filings within the required timeframes to the Company Company, to the Commission, to the French Autorité des Marchés Financiers and any other authorities in the United States or in France. The Company reserves the right to instruct Owners and Holders to deliver their American Depositary Shares for cancellation and withdrawal of the European Union Deposited Securities so as to permit the Company to deal directly with the Owner or Holder thereof as a holder of Shares, and Owners and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Federal Republic Company in its efforts to inform Owners and Holders of Germanythe Company's exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depositary, to the Company on the manner or manners, if any, in which it may enforce such rights with respect to any Owner or Holder.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Disclosure of Interests. Owners and Holders may be subject to German and European Union law notification and mandatory transfer (“squeeze-out”) requirements regarding their holdings of American Depositary Shares and Shares and should acquaint themselves with applicable German and European Union law regarding such requirements. When required in order to comply with applicable laws and regulations (including the rules and requirements of any stock exchange on which the American Depositary Shares are or will be traded or listed, or the rules and requirements of any clearing system through which transactions in the American Depositary Shares may be settled) or the articles of association or similar document of the Company, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance, in each case within the time period prescribed by the Company. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this SectionSection 3.4 of the Deposit Agreement. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this that Section relating to that Holder that is known to that Owner or other Holder. The Company has informed the Depositary that, as of the date of this Deposit Agreement, applicable Turkish law required the Depositary, as registered holder of deposited Shares, and the Company to disclose to regulatory authorities in Turkey if the number of deposited Shares, together with any other share capital of the Company held by The Bank of New York Mellon or any affiliate of The Bank of New York Mellon that must be aggregated with the holdings of The Bank of New York Mellon for purposes of that law, reaches or falls above or below certain specified threshold percentages of the Company's outstanding share capital (the “Threshold Reporting Duties”), and that any failure of the Depositary or the Company to timely comply with the Threshold Reporting Duties would result in the suspension of all rights attaching to the deposited Shares. The Depositary agrees to use reasonable efforts provide the Company with required information as to comply with written instructions requesting the amount of the Company's share capital that it holds and the names of affiliated persons and entities of the Depositary forward any request authorized under this Section the holdings of which must be attributed to it for purposes of the Owners Threshold Reporting Duties, and to forward to the Company any responses it receives in response to that request. The Depositary may charge the Company a fee and its expenses for complying with requests under this Section 3.4. Each Owner and Holder of American Depositary Shares further agrees to comply with the laws all Threshold Reporting Duties, both for itself and regulations on behalf of the European Union and the Federal Republic of Germany (if Depositary and to provide the extent applicable) Depositary with a copy of each disclosure report it files pursuant to those duties, but neither the Company nor the Depositary shall have any duty or liability with respect to any failure of the disclosure requirements regarding ownership or potential other to comply with the Threshold Reporting Duties. If the Company is unsure whether a holding of its share capital should be attributed to the Depositary for ownership purposes of Sharesthe Threshold Reporting Duties, all the Company shall inquire of the Depositary and the Depositary shall assist the Company in making that determination. The Company has informed the Depositary that, as of the date of the Deposit Agreement, applicable Turkish law restricted foreign investment in Turkish companies engaged in certain specified categories of business. The Company is not engaged in any of those categories of business as of the date of this Deposit Agreement. The Company agrees to notify the Depositary as promptly as practicable if the American Depositary Company enters, or intends to enter (through a business acquisition or otherwise), into a category of business that would make its Shares were the Shares represented thereby, which is deemed subject to include, inter alia, requirements to make notifications restrictions on foreign investment under applicable Turkish laws and filings within the required timeframes to the Company and any other authorities of the European Union and the Federal Republic of Germanyregulations.

Appears in 1 contract

Samples: Deposit Agreement (D-Market Electronic Services & Trading)

Disclosure of Interests. Owners and Holders may be subject to German and European Union law notification and mandatory transfer (“squeeze-out”) requirements regarding their holdings of American Depositary Shares and Shares and should acquaint themselves with applicable German and European Union law regarding such requirements. When required in order to comply with applicable laws and regulations (including the rules and requirements of any stock exchange on which the American Depositary Shares are or will be traded or listed, or the rules and requirements of any clearing system through which transactions in the American Depositary Shares may be settled) or the articles of association or similar document of the Company, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, ; (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests interests; and (c) any other matter where disclosure of such matter is required for that compliance, in each case within the time period prescribed by the Company. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts efforts, at the Company's expense, unless otherwise agreed in writing between the Company and the Depositary, to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. The Company may from time to time request Owners to provide information as to the capacity in which they own or owned American Depositary may charge Shares and regarding the Company identity of any other persons then or previously having a fee beneficial interest in those American Depositary Shares and its expenses for complying with requests under this Section 3.4the nature of that interest and various other matters. Each Owner agrees to provide any information requested by the Company or the Depositary pursuant to Section 3.4 of the Deposit Agreement. The Depositary agrees, at the Company’s expense, which shall be agreed with the Company prior to such expense being incurred, to comply with reasonable written instructions received from time to time from the Company requesting the Depositary forward any requests of that kind to the Owners and Holder to forward to the Company any responses received by the Depositary. Notwithstanding any other provision of American Depositary the Deposit Agreement or of the Receipts and without limiting the foregoing, by accepting or holding a Receipt, each Owner agrees to provide such information as the Company may request in a disclosure notice (a “Disclosure Notice”) given pursuant to the United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the “Companies Act”) or the constitutional documents of the Company. By accepting or holding a Receipt, each Owner acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares further in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Companies Act and the constitutional documents of the Company which currently include, the withdrawal of the voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to transfer such Shares. In addition, by accepting or holding a Receipt, each Owner agrees to comply with the laws and regulations provisions of the European Union United Kingdom Disclosure and Transparency Rules (as amended from time to time, the Federal Republic of Germany (if and “DTRs”) with regard to the extent applicable) with respect notification to the disclosure requirements regarding ownership or potential for ownership Company of Shares, all as if the American Depositary interests in Shares were the Shares represented therebyand certain financial instruments, which is deemed to includecurrently provide, as of the date of the Deposit Agreement, inter alia, requirements that an Owner must notify the Company of the percentage of its voting rights he holds as shareholder or holds or is deemed to make notifications hold through his direct or indirect holding of certain financial instruments (or a combination of such holdings) if the percentage of those voting rights (i) reaches, exceeds or falls below 3%, 4%, 5%, 6%, 7%, 8%, 9%, 10% and filings within each 1% threshold thereafter up to 100% as a result of an acquisition or disposal of Shares or certain financial instruments, or (ii) reaches, exceeds or falls below such applicable thresholds as a result of events changing the required timeframes breakdown of voting rights and on the basis of information disclosed by the Company in accordance with the DTRs. Under applicable law as of the date of the Deposit Agreement, the notification must be effected as soon as possible, but not later than two London Stock Exchange trading days after the Owner (a) learns of the acquisition or disposal or of the possibility of exercising voting rights, or on which, having regard to the Company and any other authorities circumstances, should have learned of it, regardless of the European Union and date on which the Federal Republic acquisition, disposal or possibility of Germanyexercising voting rights takes effect, or (b) is informed of the event mentioned in (ii) above.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Disclosure of Interests. Owners and Holders To the extent that the provisions of or governing any Deposited Securities may be subject to German and European Union law notification and mandatory transfer (“squeeze-out”) requirements regarding their holdings require disclosure of American Depositary or impose limits on beneficial or other ownership of Deposited Securities, other Shares and Shares other securities and should acquaint themselves with applicable German may provide for blocking transfer, voting or other rights to enforce such disclosure or limits, Holders and European Union law regarding such requirements. When required in order all persons holding ADRs agree to comply with applicable laws all such disclosure requirements and regulations (including ownership limitations and to comply with any reasonable Company instructions in respect thereof. The Depositary agrees to forward, upon the rules request and requirements of any stock exchange on which at the American Depositary Shares are or will be traded or listed, or the rules and requirements of any clearing system through which transactions in the American Depositary Shares may be settled) or the articles of association or similar document expense of the Company, any written request for beneficial ownership information from the Company to the Holders, and at the Company’s expense, to promptly forward to the Company any responses received by the Depositary. The Company reserves the right to instruct Holders to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders of the Company's exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depositary, to the Company on the manner or manners in which it may enforce such rights with respect to any Holder. The Company may from time to time request each Owner and Holder Holders (other than DTC or its nominee) or former Holders to provide information as to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) such Holders hold or held ADRs and regarding the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares such ADRs and the nature of those interests such interest and (c) any various other matter where disclosure matters as may be required to comply with applicable law or the Articles of such matter is required for that compliance, in each case within the time period prescribed by Association of the Company. Each Owner and such Holder agrees to provide all any information known to it in response to a request made requested by the Company pursuant to this Sectionparagraph (6) and any applicable laws or regulations whether or not still a Holder at the time of such request. Each J.X.Xxxxxx Notwithstanding any provision of the Deposit Agreement or of the ADRs and without limiting the foregoing, by being a Holder, each such Holder consents agrees to provide such information as the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the disclosure by United Kingdom Companies Act 2006 (as amended from time to time and including any statutory modification or re-enactment thereof, the Depositary and "Companies Act") or the Owner Articles of Association of the Company. By accepting or any other holding an ADR, each Holder through which acknowledges that it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to understands that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts failure to comply with written instructions requesting that a Disclosure Notice may result in the Depositary forward any request authorized under this Section imposition of sanctions against the holder of the Shares in respect of which the non-complying person is or was, or appears to be or has been, interested as provided in the Owners Companies Act and the Articles of Association which currently include, the withdrawal of the voting rights of such Shares and the imposition of restrictions on the rights to receive dividends on and to forward to the Company any responses it receives in response to that requesttransfer such Shares. The Depositary may charge the Company a fee and its expenses for complying with requests under this Section 3.4. Each Owner and In addition, by accepting or holding an ADR each Holder of American Depositary Shares further agrees to comply with the laws and regulations provisions of the European Union United Kingdom Disclosure and Transparency Rules (as amended from time to time, the Federal Republic of Germany (if and "DTRs") with regard to the extent applicable) with respect notification to the disclosure requirements regarding ownership or potential for ownership Company of Shares, all as if the American Depositary interests in Shares were the Shares represented therebyand certain financial instruments, which is deemed to includecurrently provide, inter alia, requirements that a Holder must notify the Company of the percentage of its voting rights he holds as shareholder or holds or is deemed to make notifications hold through his direct or indirect holding of certain financial instruments (or a combination of such holdings) if the percentage of those voting rights (i) reaches, exceeds or falls below 3%, 4%, 5%, 6%, 7%, 8%, 9%, 10% and filings within each 1% threshold thereafter up to 100% as a result of an acquisition or disposal of Shares or certain financial instruments, or (ii) reaches, exceeds or falls below such applicable thresholds as a result of events changing the required timeframes breakdown of voting rights and on the basis of information disclosed by the Company in accordance with the DTRs. The notification must be effected as soon as possible, but not later than two trading days after the Holder (a) learns of the acquisition or disposal or of the possibility of exercising voting rights, or on which, having regard to the Company and any other authorities circumstances, should have learned of it, regardless of the European Union and date on which the Federal Republic acquisition, disposal or possibility of Germanyexercising voting rights takes effect, or (b) is informed of the event mentioned in (ii) above.

Appears in 1 contract

Samples: JPMorgan Chase Bank, N.A. - ADR Depositary

Disclosure of Interests. Owners and Holders may be subject to German and European Union law notification and mandatory transfer (“squeeze-out”) requirements regarding their holdings of American Depositary Shares and Shares and should acquaint themselves with applicable German and European Union law regarding such requirements. When required in order to comply with applicable laws and regulations (including regulations, the rules and requirements of the regulated market of Euronext in Paris, the Nasdaq Global Market or any other stock exchange on which the Shares or the American Depositary Shares are or will be registered, traded or listedlisted or any book-entry settlement system, or the rules and requirements of any clearing system through which transactions in the American Depositary Shares may be settled) or the articles of association or similar document of the Company, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance, in each case within the time period prescribed by the Company. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. The Depositary may charge the Company a fee and its expenses for complying with requests under this Section 3.4. Each Owner and Holder of American Depositary Shares further agrees to comply with the laws and regulations of the European Union United States and the Federal Republic of Germany France (if and to the extent applicable) with respect to the disclosure requirements regarding ownership or potential for beneficial ownership of Shares, all as if the American Depositary Shares were the Shares represented thereby, which is deemed to include, inter alia, requirements to make notifications and filings within the required timeframes to the Company Company, to the Commission, to the French Autorité des Marchés Financiers and any other authorities in the United States or in France. The Company reserves the right to instruct Owners and Holders to deliver their American Depositary Shares for cancellation and withdrawal of the European Union Deposited Securities so as to permit the Company to deal directly with the Owner or Holder thereof as a holder of Shares, and Owners and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Federal Republic Company in its efforts to inform Owners and Holders of Germanythe Company’s exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depositary, to the Company on the manner or manners, if any, in which it may enforce such rights with respect to any Owner or Holder.

Appears in 1 contract

Samples: Deposit Agreement (Genfit S.A.)

Disclosure of Interests. Owners and Holders may be subject to German and European Union law notification and mandatory transfer (“squeeze-out”) requirements regarding their holdings of American Depositary Shares and Shares and should acquaint themselves with applicable German and European Union law regarding such requirements. When required in In order to comply with applicable laws law, rules and regulations (including including, without limitation, the rules and requirements of any stock exchange on which the Shares or American Depositary Shares are are, or will be be, registered, traded or listed, or the rules listed and requirements of any clearing system through which transactions in the Shares or American Depositary Shares may will be settled) or the articles of association or similar document of the Company, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance, in each case within the time period prescribed by the Company. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts efforts, at the Company's expense, to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. The Depositary may charge the Company a fee and its expenses for complying with requests under this Section 3.4. Each Owner and Holder of American Depositary Shares further agrees to comply with the laws and regulations of the European Union and the Federal Republic of Germany Finland (if and to the extent applicable) with respect to the disclosure requirements regarding ownership or potential for ownership of Shares, all as if the American Depositary Shares were the Shares represented thereby, which is deemed to include, inter alia, including any requirements to make notifications and filings within the required timeframes to the Company and any other authorities of in the European Union and the Federal Republic of GermanyFinland.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Disclosure of Interests. Owners and Holders may be subject to German and European Union law notification and mandatory transfer (“squeeze-out”) requirements regarding their holdings of American Depositary Shares and Shares and should acquaint themselves with applicable German and European Union law regarding such requirements. When required in order to comply with applicable laws and regulations (including the rules and requirements of any stock exchange on which the American Depositary Shares are or will be traded or listed, or the rules and requirements of any clearing system through which transactions in the American Depositary Shares may be settled) or the articles of association or similar document of the Company, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance, in each case within the time period prescribed by the Company. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this SectionSection 3.4 of the Deposit Agreement. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this that Section relating to that Holder that is known to that Owner or other Holder. The Company has informed the Depositary that, as of the date of this Deposit Agreement, applicable Turkish law required the Depositary, as registered holder of deposited Shares, and the Company to disclose to regulatory authorities in Turkey if the number of deposited Shares, together with any other share capital of the Company held by The Bank of New York Mellon or any affiliate of The Bank of New York Mellon that must be aggregated with the holdings of The Bank of New York Mellon for purposes of that law, reaches or falls above or below certain specified threshold percentages of the Company’s outstanding share capital (the “Threshold Reporting Duties”), and that any failure of the Depositary or the Company to timely comply with the Threshold Reporting Duties would result in the suspension of all rights attaching to the deposited Shares. The Depositary agrees to use reasonable efforts provide the Company with required information as to comply with written instructions requesting the amount of the Company’s share capital that it holds and the names of affiliated persons and entities of the Depositary forward any request authorized under this Section the holdings of which must be attributed to it for purposes of the Owners Threshold Reporting Duties, and to forward to the Company any responses it receives in response to that request. The Depositary may charge the Company a fee and its expenses for complying with requests under this Section 3.4. Each Owner and Holder of American Depositary Shares further agrees to comply with the laws all Threshold Reporting Duties, both for itself and regulations on behalf of the European Union and the Federal Republic of Germany (if Depositary and to provide the extent applicable) Depositary with a copy of each disclosure report it files pursuant to those duties, but neither the Company nor the Depositary shall have any duty or liability with respect to any failure of the disclosure requirements regarding ownership or potential other to comply with the Threshold Reporting Duties. If the Company is unsure whether a holding of its share capital should be attributed to the Depositary for ownership purposes of Sharesthe Threshold Reporting Duties, all the Company shall inquire of the Depositary and the Depositary shall assist the Company in making that determination. The Company has informed the Depositary that, as of the date of the Deposit Agreement, applicable Turkish law restricted foreign investment in Turkish companies engaged in certain specified categories of business. The Company is not engaged in any of those categories of business as of the date of this Deposit Agreement. The Company agrees to notify the Depositary as promptly as practicable if the American Depositary Company enters, or intends to enter (through a business acquisition or otherwise), into a category of business that would make its Shares were the Shares represented thereby, which is deemed subject to include, inter alia, requirements to make notifications restrictions on foreign investment under applicable Turkish laws and filings within the required timeframes to the Company and any other authorities of the European Union and the Federal Republic of Germanyregulations.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Disclosure of Interests. Owners and Holders may be subject to German and European Union law notification and mandatory transfer (“squeeze-out”) requirements regarding their holdings of American Depositary Shares and Shares and should acquaint themselves with applicable German and European Union law regarding such requirements. When required in order to comply with applicable laws and regulations (including the rules and requirements of any stock exchange on which the American Depositary Shares are or will be traded or listed, or the rules and requirements of any clearing system through which transactions in the American Depositary Shares may be settled) or the articles of association or similar document of the Company, the The Company may from time to time request each Owner and Holder Owners to provide information as to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) such Owners own or owned Receipts and regarding the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares such Receipts and the nature of those interests such interest and (c) any various other matter where disclosure of such matter is required for that compliance, in each case within the time period prescribed by the Companymatters. Each Owner and Holder agrees to provide all any information known to it in response to a request made reasonably requested by the Company or the Depositary pursuant to this Section. Each Holder consents to Section 3.04 of the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other HolderDeposit Agreement. The Depositary agrees to use reasonable efforts to comply with reasonable written instructions received from the Company requesting that the Depositary forward any request authorized under this Section such requests to the Owners and to forward promptly to the Company any such responses it receives to such requests received by the Depositary. Notwithstanding any other provision in response to that requestthe Deposit Agreement or any Receipt, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Incorporation of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the American Depositary Shares where such transfer may charge result in the total number of Shares represented by the American Depositary Shares owned by a single Holder or Owner to exceed any such limits. The Company a fee and may, in its expenses for complying sole discretion but subject to applicable law, instruct the Depositary to take action with requests under this Section 3.4. Each respect to the ownership interest of any Holder or Owner and Holder in excess of the limits set forth in the preceding sentence, including, but not limited to, the imposition of restrictions on the transfer of American Depositary Shares further agrees to comply with Shares, the laws and regulations removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Owner of the European Union and Shares represented by the Federal Republic American Depositary Shares held by such Holder or Owner in excess of Germany (such limitations, if and to the extent applicable) such disposition is permitted by applicable law and the Articles of Incorporation of the Company. Nothing herein shall be interpreted as obligating the Depositary or the Company to ensure compliance with respect to the disclosure requirements regarding ownership or potential for ownership restrictions described in Section 3.05 of the Deposit Agreement. Applicable laws and regulations may require holders and beneficial owners of Shares, all as if including the American Depositary Shares were the Shares represented therebyHolders and Owners, which is deemed to include, inter alia, satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Owners are solely responsible for determining and complying with such reporting requirements and obtaining such approvals. Each Holder and each Owner hereby agrees to make notifications such determination, file such reports, and filings within the required timeframes obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Owners to determine or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and any other authorities of the European Union and the Federal Republic of Germanyregulations.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Disclosure of Interests. Owners and Holders may be subject to German and European Union law notification and mandatory transfer (“squeeze-out”) requirements regarding their holdings of American Depositary Shares and Shares and should acquaint themselves with applicable German and European Union law regarding such requirements. When required in order to comply with applicable laws and regulations (including the rules and requirements regulations of any stock exchange on which the American Depositary Shares are are, or will be be, traded or listed, or the rules and requirements of any clearing system through which transactions in the American Depositary Shares may be settled) or the articles of association or similar document of the CompanyCompany as in effect from time to time, the Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required for that compliance, in each case within the time period prescribed by the Company. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this Section. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts efforts, at the Company's expense, to comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to that request. The Depositary may charge the Company a fee and its expenses for complying with requests under this Section 3.4. If the Company notifies the Depositary that it restricts rights to vote or transfer Deposited Securities with respect to which a disclosure request of the kind referred to in this Section 3.4 has not been complied with, the Depositary shall use reasonable efforts to follow instructions it receives from the Company to give effect to those restrictions to the extent practicable. Each Owner and Holder of American Depositary Shares further agrees to comply with the laws and regulations of the European Union and the Federal Republic of Germany Sweden (if and to the extent applicable) with respect to the disclosure requirements regarding ownership or potential for ownership of Shares, all as if the American Depositary Shares were the Shares represented thereby, which is deemed to include, inter alia, requirements to make notifications and filings within the required timeframes to the Company and any other authorities of the European Union and the Federal Republic of Germanyin Sweden.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

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