Common use of Distribution of Additional Shares, Rights, etc Clause in Contracts

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise the Depositary as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply the Depositary with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writing. The Company agrees with the Depositary that neither the Company nor any person controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under the Securities Act of 1933 as confirmed in an opinion of United States counsel, satisfactory to the Depositary, to that effect.

Appears in 34 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)

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Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply the Depositary with a written opinion to that effectDistribution. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writing. The Company agrees with the Depositary that neither the Company nor any person controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under the Securities Act of 1933 as confirmed in an opinion of United States counsel, satisfactory to the Depositary, to that effect.

Appears in 11 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Eastern Star Gas LTD), Deposit Agreement (Meo Australia LTD)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply the Depositary with a written opinion to that effectDistribution. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writing. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under Company delivers to the Securities Act of 1933 as confirmed in Depositary an opinion of United States counsel, satisfactory to the Depositary, to that effectthe effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933.

Appears in 10 contracts

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

Distribution of Additional Shares, Rights, etc. If The Company agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities securities, (each a "Distribution"), ) the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall will promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is Company, which counsel shall be reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise the Depositary as to whether or not there is requires a registration statement under the Securities Act of 1933 to be in effect that will cover that prior to making such Distribution and if requestedavailable to Owners entitled thereto. If in the opinion of such counsel a Registration Statement is required, supply such counsel shall furnish to the Depositary with a written opinion as to that effectwhether or not there is a Registration Statement in effect which will cover such Distribution. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writing. The Company agrees with the Depositary that neither the Company nor any person controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, an exemption is exempt from registration under provided by the Securities Act of 1933 1933. The Depositary will comply with the written instructions of the Company not to accept knowingly for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as confirmed may be specified in an opinion such instructions in order to facilitate the Company's compliance with the securities laws of the United States counsel, satisfactory to the Depositary, to that effectStates.

Appears in 10 contracts

Samples: Deposit Agreement (Cue Energy Resources Limited/Fi), Deposit Agreement (Norwood Abbey LTD), Deposit Agreement (Redflex Holdings LTD)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise the Depositary as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply the Depositary with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writing. The Company agrees with the Depositary that neither the Company nor any person controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under the Securities Act of 1933 as confirmed in Depositary has received an opinion of United States counsel, satisfactory to the Depositary, to that effectthe effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933.

Appears in 10 contracts

Samples: Deposit Agreement (Sundance Energy Australia LTD), Deposit Agreement (Sundance Energy Australia LTD), Deposit Agreement (Benitec Biopharma LTD/ADR)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into into, or exchangeable for for, Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply the Depositary with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writingDistribution. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under Company delivers to the Securities Act of 1933 as confirmed in Depositary an opinion of United States counsel, reasonably satisfactory to the Depositary, to that effectthe effect that, upon deposit, those Shares will be eligible for public resale without restriction in the United States without further registration under the Securities Act of 1933. Nothing in this Deposit Agreement shall create any obligation on the part of the Company to file a registration statement under the Securities Act of 1933 with respect to any Distribution. To the extent the Company in its sole discretion deems it necessary or advisable in order to avoid any requirement to register securities under the Securities Act of 1933, it may prevent Owners in the United States from purchasing securities (whether pursuant to preemptive rights or otherwise) and may instruct the Depositary not to accept certain Shares reasonably identified in such instruction for deposit for such period of time following the issuance of such additional securities or to adopt such other specific measures as the Company may reasonably request.

Appears in 9 contracts

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

Distribution of Additional Shares, Rights, etc. If The Issuer agrees that in the Company or event of any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for any such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall Issuer will promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is Issuer, which counsel shall be reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, requires a registration statement under the Securities Act of 19331933 to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, such counsel a registration statement under the Securities Act of 19331933 is required, that such counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement in effect which will cover such Distribution. In the event that such registration under the Securities Act of 1933 would be required in effect that will cover that Distribution and if requested, supply the Depositary connection with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rightsDistribution, the Issuer shall have no obligation to effect such registration. In the event of any issuance of additional securities, the Company Issuer shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company Issuer in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive pre-emptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company Issuer may reasonably request in writing. The Company Issuer agrees with the Depositary that neither the Company Issuer nor any person company controlled by, controlling or under common control with the Company Issuer will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company Issuer or by any such affiliatecompany under its control, unless (i) a Registration Statement registration statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares Receipts in respect thereof, is exempt from registration under the Securities Act of 1933 as confirmed by a written opinion from counsel for the Issuer in an opinion of the United States counselStates, which counsel shall be reasonably satisfactory to the Depositary, . The Depositary will comply with the written instructions of the Issuer not to that effectaccept knowingly for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may be specified in such instructions in order to facilitate the Issuer's compliance with the securities laws of the United States.

Appears in 7 contracts

Samples: Deposit Agreement (Gerdau Sa), Deposit Agreement (Gerdau S.A.), Deposit Agreement (Klabin Sa /Fi)

Distribution of Additional Shares, Rights, etc. If The Issuer agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities securities, (each a "Distribution"), ) the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall Issuer will promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is Issuer, which counsel shall be reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration requires a Registration Statement under the Securities Act of 19331933 to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counselsuch counsel a Registration Statement is required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that such counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a Registration Statement in effect which will cover such Distribution. For the purposes of this Section, Jones Day is deemed to be counsel satisfactory to the Depositary. Xx xhe event that such registration statement under the Securities Act of 1933 would be required in effect that will cover that Distribution and if requested, supply the Depositary connection with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rightsDistribution, the Issuer shall have no obligation to effect such registration. In the event of any issuance of additional securities, the Company Issuer shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company Issuer in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company Issuer may reasonably request in writing. The Company Issuer agrees with the Depositary that neither the Company Issuer nor any person controlled by, controlling or under common control with the Company Issuer will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company Issuer or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) 1933. The Depositary will comply with the written instructions of the Issuer not to accept knowingly for deposit hereunder any Shares identified in such deposit, instructions at such times and under such circumstances as may be specified in such instructions in order to facilitate the issuance Issuer's compliance with the securities laws of Shares in respect thereof, is exempt from registration under the Securities Act of 1933 as confirmed in an opinion of United States counsel, satisfactory to the Depositary, to that effectStates.

Appears in 6 contracts

Samples: Deposit Agreement (Dark Blue Sea LTD), Deposit Agreement (Admiralty Resources Nl), Deposit Agreement (Quantum Energy LTD)

Distribution of Additional Shares, Rights, etc. If The Issuer agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for any such securities securities, (each a "Distribution"), ) the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall Issuer will promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is Issuer, which counsel shall be reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, requires a registration statement under the Securities Act of 19331933 to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, such counsel a registration statement under the Securities Act of 19331933 is required, that such counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement in effect which will cover such Distribution. In the event that such registration under the Securities Act of 1933 would be required in effect that will cover that Distribution and if requested, supply the Depositary connection with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rightsDistribution, the Issuer shall have no obligation to effect such registration. In the event of any issuance of additional securities, the Company Issuer shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company Issuer in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive pre-emptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company Issuer may reasonably request in writing. The Company Issuer agrees with the Depositary that neither the Company Issuer nor any person (as such term is defined in the Securities Act of 1933) controlled by, controlling or under common control with the Company Issuer will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company Issuer or any such affiliateperson under its control, unless (i) a Registration Statement registration statement is in effect as to such Shares under the Securities Act of 1933 or (ii) 1933. The Depositary will comply with the written instructions of the Issuer not to accept knowingly for deposit hereunder any Shares identified in such depositinstructions at such times and under such circumstances as may be specified in such instructions in order to facilitate the Issuer's compliance with the securities laws of the United States, the United Kingdom and the issuance of Shares in respect thereof, is exempt from registration under the Securities Act of 1933 as confirmed in an opinion of United States counsel, satisfactory to the Depositary, to that effectany other jurisdictions specified therein.

Appears in 6 contracts

Samples: Deposit Agreement (Smith & Nephew PLC), Deposit Agreement (Smith & Nephew PLC), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Distribution of Additional Shares, Rights, etc. If The Company agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall will promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably Company, which counsel shall be satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration requires a Registration Statement under the Securities Act of 1933to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counselsuch counsel a Registration Statement is required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that such counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 Registration Statement in effect that which will cover that Distribution and if requested, supply the Depositary with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writingDistribution. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act Act. Nothing in this Section 5.7 or elsewhere in this Deposit Agreement shall create any obligation on the part of 1933 the Company or the Depositary to file a registration statement in respect of any securities or to endeavor to have such a registration statement declared effective. To the extent the Company in its sole discretion deems it necessary or advisable in order to avoid any requirement to register securities under the Securities Act, it may prevent Owners in the United States from purchasing securities (iiwhether pursuant to preemptive rights or otherwise) and may instruct the Depositary in writing not to accept certain Shares reasonably identified in such deposit, and instruction for deposit for such period of time following the issuance of Shares such additional securities or to adopt such other specific measures as the Company may reasonably request in respect thereof, is exempt from registration under the Securities Act of 1933 as confirmed in an opinion of United States counsel, satisfactory to the Depositary, to that effectwriting.

Appears in 6 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (LLX Logistica S.A.), Deposit Agreement (MPX Energia S.A.)

Distribution of Additional Shares, Rights, etc. If The ---------------------------------------------- Company agrees that in the Company event of any future issuances or any affiliate of the Company determines to make any issuance or distribution distributions (collectively, a "Distribution") of (1a) additional SharesShares or other securities that are Deposited Securities ("Infosys Securities"), (2b) rights rights, preferences or privileges to subscribe for SharesInfosys Securities, (3c) securities convertible into or exchangeable for Shares, Infosys Securities or (4d) rights rights, preferences or privileges to subscribe for securities convertible into or exchangeable for Infosys Securities, such securities (each a "Distribution"), Distribution shall be effected by the Company in a manner so as not to violate the Securities Act or any securities or "Blue Sky" law of any relevant jurisdictions in the United States. The Company shall notify direct the Depositary in writing to take, or to cause the Custodian to take, specified, reasonable measures with respect to the acceptance for deposit of Infosys Securities as shall be required to prevent any violation of the registration requirements of the Securities Act or any securities or "Blue Sky" law of any relevant jurisdictions in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the United States. The Company shall will promptly furnish to the Depositary evidence reasonably satisfactory to the Depositary and its counsel that a registration statement under the Securities Act is in effect with respect to such Distribution or a written opinion from U.S. counsel for the Company that is reasonably Company, which counsel shall be satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, that registration under the Securities Act is not required with respect to such Distribution in order to prevent violation of 1933. If, in the opinion registration requirements of that counsel, the Distribution requires, or, if made Securities Act or any securities or "Blue Sky" law of any relevant jurisdictions in the United States, would require, registration under . Without limiting the Securities Act of 1933, that counsel shall advise the Depositary as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply the Depositary with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part duty of the Company or under the previous sentence, the Depositary shall be entitled, but not required, to file a registration statement under consult with counsel of its own choice at the Securities Act expense of 1933 in the Company and to take such action with respect to the facility created hereby as it may deem appropriate to prevent any violation by the Depositary or any agent of the Depositary of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional federal or state securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writinglaws. The Company agrees with the Depositary that neither the Company nor any person controlled by, controlling or under common control with the Company Affiliate will at any time deposit any SharesInfosys Securities hereunder, either originally issued upon original issuance or upon a sale of Infosys Securities previously issued and reacquired by the Company or by any such affiliateAffiliate, unless (i) a Registration Statement is in effect as to such Shares Infosys Securities have been registered under the Securities Act or an exemption from the registration requirements of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under the Securities Act of 1933 as confirmed in an opinion of United States counsel, satisfactory to the Depositary, to that effectis available.

Appears in 6 contracts

Samples: Deposit Agreement (Infosys Technologies LTD /Adr/), Deposit Agreement (Infosys Technologies LTD /Adr/), Deposit Agreement (Infosys Technologies LTD)

Distribution of Additional Shares, Rights, etc. If The Issuer agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution to its shareholders of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities securities, (each a "Distribution"), ) the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall Issuer will promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably Issuer, which counsel shall be satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration requires a Registration Statement under the Securities Act of 19331933 to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counselsuch counsel a Registration Statement is required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that such counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a Registration Statement in effect which will cover such Distribution. If registration statement under the Securities Act of 1933 would be required in connection with any such Distribution to Owners, the Issuer shall have no obligation to effect that will cover that Distribution and if requestedsuch registration and, supply in the absence of such registration, the Depositary with a written opinion shall dispose of such additional securities and make the net proceeds of such disposition available to that effect. Nothing Owners as provided in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights4.4 above. In the event of any issuance of additional securitiessecurities other than as a dividend or other distribution with respect to Deposited Securities, the Company Issuer shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company Issuer in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company Issuer may reasonably request in writing. The Company Issuer agrees with the Depositary that neither the Company Issuer nor any person company controlled by, controlling or under common control with the Company Issuer will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company Issuer or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under the Securities Act of 1933 as confirmed in an opinion of United States counsel, satisfactory to the Depositary, to that effect1933.

Appears in 6 contracts

Samples: Deposit Agreement (Anglogold Ashanti LTD), Deposit Agreement (Anglogold LTD), Deposit Agreement (Anglogold Ashanti LTD)

Distribution of Additional Shares, Rights, etc. If The Issuer agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution to its shareholders of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities securities, (each a "Distribution"), ) the Company shall Issuer will promptly notify the Depositary in writing in English as promptly as practicable and in any event before the of such Distribution starts and, if requested in writing by upon the request of the Depositary, the Company shall Issuer will promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is Issuer, which counsel shall be reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise the Depositary as to whether or not there is requires a registration statement under the Securities Act of 1933 to be in effect that will cover that prior to making such Distribution and if requestedavailable to Owners entitled thereto. If in the opinion of such counsel a Registration Statement is required, supply such counsel shall furnish to the Depositary with a written opinion as to that effectwhether or not there is a Registration Statement in effect which will cover such Distribution. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a If registration statement under the Securities Act of 1933 would be required in respect of connection with any such Distribution to Owners, the Issuer shall have no obligation to effect such registration and, in the absence of such registration, the Depositary shall dispose of such additional securities or rightsand make the net proceeds of such disposition available to Owners as provided in this Deposit Agreement. In the event of any issuance of additional securitiessecurities other than as a dividend or other distribution with respect to Deposited Securities, the Company Issuer shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company Issuer in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company Issuer may reasonably request in writingwriting to comply with United States federal securities laws. The Company Issuer agrees with the Depositary that neither the Company Issuer nor any person company controlled by, controlling or under common control with the Company Issuer will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company Issuer or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under the Securities Act of 1933 as confirmed in an opinion of United States counsel, satisfactory to the Depositary, to that effect1933.

Appears in 5 contracts

Samples: Deposit Agreement (Naspers LTD), Deposit Agreement (Naspers LTD), Deposit Agreement (Naspers LTD)

Distribution of Additional Shares, Rights, etc. If The Company agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall will promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is Company, which counsel shall be reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise the Depositary as to whether or not there is requires a registration statement under the Securities Act of 1933 to be in effect that will cover that prior to making such Distribution and if requestedavailable to Owners entitled thereto. If in the opinion of such counsel a Registration Statement is required, supply such counsel shall furnish to the Depositary with a written opinion as to that effectwhether or not there is a Registration Statement in effect which will cover such Distribution. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writing. The Company agrees with the Depositary that neither the Company nor any person controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, an exemption is exempt from registration under provided by the Securities Act of 1933 1933. The Depositary will comply with the written instructions of the Company not to accept knowingly for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as confirmed may be specified in an opinion such instructions in order to facilitate the Company's compliance with the securities laws of the United States counsel, satisfactory to the Depositary, to that effectStates.

Appears in 4 contracts

Samples: Deposit Agreement (Icap PLC/Fi), Deposit Agreement (Catlin Group LTD), Deposit Agreement (Phytopharm PLC)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), otherwise than pursuant to any employee share option schemes, the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply Distribution. The Company may elect not to furnish the Depositary with such an opinion and, if no such opinion is furnished to the Depositary, the Depositary, except in the case of a written opinion distribution under Section 4.3, shall not make such distribution available to that effectthe Owners but may dispose of the securities being issued or distributed by the Company and distribute the net proceeds of such securities, if any, to the Owners entitled thereto, all in the manner set forth in Section 4.1, 4.2, 4.3 or 4.4 and 4.5, as applicable. Nothing in this Section 5.07 5.7 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement Registration Statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writing. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under Company delivers to the Securities Act of 1933 as confirmed in Depositary an opinion of United States counsel, satisfactory to the Depositary, to that effectthe effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933. The Depositary shall make reasonable efforts to comply with the written instructions of the Company not to knowingly accept for deposit hereunder any securities identified in such instructions at such times and under such circumstances as may be specified in such instructions, in order to facilitate the Company's compliance with the securities laws of the United States of America.

Appears in 4 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)

Distribution of Additional Shares, Rights, etc. If The Issuer agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities securities, (each a "Distribution"), ) the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall Issuer will promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably Issuer, which counsel shall be satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration requires a Registration Statement under the Securities Act of 19331933 to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counselsuch counsel a Registration Statement is required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that such counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 Registration Statement in effect that which will cover that Distribution and if requested, supply the Depositary with a written opinion to that effectsuch Distribution. Nothing in this Section 5.07 5.7 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary Issuer to file a registration statement under the Securities Act of 1933 Registration Statement in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writing. The Company Issuer agrees with the Depositary that neither the Company Issuer nor any person company controlled by, controlling or under common control with the Company Issuer will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company Issuer or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) 1933. The Depositary will comply with the reasonable instructions of the Issuer not to accept knowingly for deposit hereunder any Shares identified in such deposit, instructions at such times and under such circumstances as may be specified in such instructions in order to facilitate the issuance Issuer's compliance with the securities laws of Shares in respect thereof, is exempt from registration under the Securities Act of 1933 as confirmed in an opinion of United States counsel, satisfactory to the Depositary, to that effectStates.

Appears in 4 contracts

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

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of person or entity controlled by the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply the Depositary with a written opinion to that effectDistribution. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the The Company or the Depositary is not obligated to file a any registration statement statement. In any event that registration under the Securities Act of 1933 would be required in respect of connection with any such securities or rights. In the event of any issuance of additional securitiesDistribution if made to Owners, the Company shall have no obligation to register effect such additional securities under the Securities Act of 1933 and, to registration. To the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to or register such additional securities under the Securities Act of 1933Act, the Company may prevent Owners in the United States from receiving any such Distributions or purchasing any such additional securities (whether pursuant to preemptive rights right or otherwise) and direct give the Depositary written instructions directing the Depositary not to accept any Shares or other securities for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writing. The Depositary agrees with the Company that it shall use its reasonable efforts to comply with instructions it receives from the Company under this paragraph. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under Company delivers to the Securities Act of 1933 as confirmed in Depositary an opinion of United States counsel, satisfactory to the Depositary, to that effectthe effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933.

Appears in 4 contracts

Samples: Deposit Agreement (BrasilAgro - Brazilian Agricultural Real Estate Co), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply Distribution. In the Depositary with a written opinion to event that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 would be required in respect of connection with any such securities or rights. In the event of any issuance of additional securitiesDistribution, the Company shall have no obligation to register effect such registration and, in the absence of such registration, the Depositary shall (where applicable) pursuant to Section 4.02, 4.03 or 4.04 dispose of such additional securities under the Securities Act of 1933 and, to securities. To the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933Act, the Company may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct instruct the Depositary in writing not to accept any Shares or rights for deposit reasonably identified in such instructions for such period of time following the issuance of such additional securities distribution and to adopt such other specific measures as the Company and the Depositary may reasonably request agree to facilitate the Company’s compliance with the securities laws in writingthe United States or any other jurisdiction. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration an exemption under the Securities Act of 1933 as confirmed is otherwise available in respect of such Shares or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to that effectthe effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933. Notwithstanding the foregoing, nothing in this Deposit Agreement shall create any obligation on the part of the Company (i) to file a registration statement with respect to the deposit of any Shares or other Deposited Securities, or the issuance of (x) additional Shares or other Deposited Securities, (y) rights to subscribe for such Shares or other Deposited Securities, securities convertible into or exchangeable for Shares or other Deposited Securities or (z) rights to subscribe for such securities, or to endeavor to have such a registration statement declared effective or (ii) to alter in any manner the terms and conditions of any offering or issuance of such Shares or other Deposited Securities, rights, or convertible or exchangeable securities.

Appears in 4 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)

Distribution of Additional Shares, Rights, etc. If the Company determines, or any if the Company knows that an affiliate of the Company determines intends, to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary either (i) evidence satisfactory to the Depositary that the Distribution is registered under the Securities Act of 1933 or (ii) a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not that the Distribution requiresdoes not require, or, if made in the United States, would not require, registration under the Securities Act of 1933. If, in In the opinion of event that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise the Depositary as to whether or not there is a registration statement under the Securities Act of 1933 would be required in effect that will cover that Distribution and if requested, supply the Depositary connection with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securitiesDistribution, the Company shall have no obligation to register effect such registration and, in the absence of such registration, the Depositary shall (where applicable) pursuant to Section 4.2, 4.3 or 4.4 dispose of such additional securities under the Securities Act of 1933 and, to securities. To the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities that are the subject of a Distribution under the Securities Act of 1933Act, the Company may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct instruct the Depositary in writing not to accept any Shares or rights for deposit reasonably identified in those instructions for such a specified reasonable period of time following the issuance of such additional securities distribution and to adopt such other specific measures as the Company and the Depositary may reasonably request agree to facilitate the Company’s compliance with the securities laws in writingthe United States or any other jurisdiction. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any SharesShares that, either originally issued or previously issued and reacquired by at the time of deposit, are Restricted Securities. Nothing in this Deposit Agreement shall create any obligation on the part of the Company or any such affiliate, unless (i) to file a Registration Statement is in effect as registration statement with respect to such the deposit of any Shares under the Securities Act of 1933 or (ii) such depositother Deposited Securities, and or the issuance of (x) additional Shares in respect thereofor other Deposited Securities, is exempt from (y) rights to subscribe for such Shares or other Deposited Securities, securities convertible into or exchangeable for Shares or other Deposited Securities or (z) rights to subscribe for such securities, or to endeavor to have a registration under the Securities Act statement of 1933 as confirmed in an opinion of United States counsel, satisfactory to the Depositary, to that effectkind declared effective.

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)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply the Depositary with a written opinion to that effectDistribution. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writing. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under the Securities Act of 1933 as confirmed in Depositary receives an opinion of United States counsel, satisfactory to the Depositary, to that effectthe effect that, upon deposit, those Shares will be eligible for public resale without restriction in the United States without further registration under the Securities Act of 1933.

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)

Distribution of Additional Shares, Rights, etc. If The Issuer agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities securities, (each a "Distribution"), ) the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall Issuer will promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is Issuer, which counsel shall be reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration requires a Registration Statement under the Securities Act of 19331933 to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counselsuch counsel a Registration Statement is required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that such counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a Registration Statement in effect which will cover such Distribution. For the purposes of this Section, Jones Day is deemed to be counsel satisfactory to the Depositary. Xx the event that such registration statement under the Securities Act of 1933 would be required in effect that will cover that Distribution and if requested, supply the Depositary connection with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rightsDistribution, the Issuer shall have no obligation to effect such registration. In the event of any issuance of additional securities, the Company Issuer shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company Issuer in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company Issuer may reasonably request in writing. The Company Issuer agrees with the Depositary that neither the Company Issuer nor any person controlled by, controlling or under common control with the Company Issuer will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company Issuer or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) 1933. The Depositary will comply with the written instructions of the Issuer not to accept knowingly for deposit hereunder any Shares identified in such deposit, instructions at such times and under such circumstances as may be specified in such instructions in order to facilitate the issuance Issuer's compliance with the securities laws of Shares in respect thereof, is exempt from registration under the Securities Act of 1933 as confirmed in an opinion of United States counsel, satisfactory to the Depositary, to that effectStates.

Appears in 3 contracts

Samples: Deposit Agreement (Mesoblast LTD), Deposit Agreement (Millepede International LTD), Deposit Agreement (Oxiana LTD)

Distribution of Additional Shares, Rights, etc. If The Issuer agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for any such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall Issuer will promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is Issuer, which counsel shall be reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, requires a registration statement under the Securities Act of 19331933 to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, such counsel a registration statement under the Securities Act of 19331933 is required, that such counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement in effect which will cover such Distribution. In the event that such registration under the Securities Act of 1933 would be required in effect that will cover that Distribution and if requested, supply the Depositary connection with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rightsDistribution, the Issuer shall have no obligation to effect such registration. In the event of any issuance of additional securities, the Company Issuer shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company Issuer in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States of America from purchasing any such additional securities (whether pursuant to preemptive pre-emptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company Issuer may reasonably request in writing. The Company Issuer agrees with the Depositary that neither the Company Issuer nor any person company controlled by, controlling or under common control with the Company Issuer will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company Issuer or by any such affiliatecompany under its control, unless (i) a Registration Statement registration statement is in effect as effects to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares Receipts in respect thereof, is exempt from registration under the Securities Act of 1933 as confirmed by a written opinion from counsel for the Issuer in an opinion of the United States counselof America, which counsel shall be reasonably satisfactory to the Depositary, . The Depositary will comply with the written instructions of the Issuer not to that effectaccept knowingly for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may be specified in such instructions in order to facilitate the Issuer's compliance with the securities laws of the United States of America.

Appears in 3 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Banco Itau Holding Financeira S A)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply the Depositary with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writingDistribution. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 1933. To the extent the Company in its discretion deems it necessary or (ii) such deposit, and the issuance of Shares advisable in respect thereof, is exempt from registration order to avoid any requirement to register any securities under the Securities Act of 1933 as confirmed 1933, the Company may prevent Owners in an opinion of the United States counsel, satisfactory from receiving any distribution and from purchasing any additional securities (whether pursuant to the Depositary, preemptive rights or otherwise) pursuant to that effectdistribution, and the Company may direct the Depositary to refuse deposits of Shares for such period of time following that distribution and to adopt such other specific measures as the Company and the Depositary may agree.

Appears in 3 contracts

Samples: Deposit Agreement (Silicon Motion Technology CORP), Deposit Agreement (Silicon Motion Technology CORP), Deposit Agreement (Bank of New York / Adr Division)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply Distribution. In the Depositary with a written opinion to event that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 would be required in respect of connection with any such securities or rights. In the event of any issuance of additional securitiesDistribution, the Company shall have no obligation to register effect such additional securities under the Securities Act of 1933 registration and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any absence of such additional securities registration, the Depositary shall (whether where applicable) pursuant to preemptive rights Section 4.02, 4.03 or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance 4.04 dispose of such additional securities and to adopt such other specific measures as the Company may reasonably request in writingsecurities. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration an exemption under the Securities Act of 1933 as confirmed is otherwise available in respect of such Shares or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to that effectthe effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933. Notwithstanding the foregoing, nothing in this Deposit Agreement shall create any obligation on the part of the Company (i) to file a registration statement with respect to the deposit of any Shares or other Deposited Securities, or the issuance of (x) additional Shares or other Deposited Securities, (y) rights to subscribe for such Shares or other Deposited Securities, securities convertible into or exchangeable for Shares or other Deposited Securities or (z) rights to subscribe for such securities, or to endeavor to have such a registration statement declared effective or (ii) to alter in any manner the terms and conditions of any offering or issuance of such Shares or other Deposited Securities, rights, or convertible or exchangeable securities.

Appears in 3 contracts

Samples: Deposit Agreement (Nippon Shokubai Co., Ltd.), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)

Distribution of Additional Shares, Rights, etc. If The Company agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall will promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is Company, which counsel shall be reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration requires a Registration Statement under the Securities Act of 19331933 to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counselsuch counsel a Registration Statement is required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that such counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 Registration Statement in effect that which will cover that Distribution and if requested, supply such Distribution. The Company may elect not to furnish the Depositary with a written such an opinion and, if no such opinion is furnished to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement the Depositary, the Depositary shall create any obligation on not make such Distribution available to the part Owners but, subject to applicable law, shall dispose of the securities being issued or distributed by the Company or and distribute the Depositary to file a registration statement under the Securities Act net proceeds of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 andif any, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933Owners entitled thereto, may prevent Owners all in the United States from purchasing any such additional securities (whether pursuant to preemptive rights manner set forth in Sections 4.01, 4.02, 4.03 or otherwise) 4.04 and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures 4.05, as the Company may reasonably request in writingapplicable. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and 1933. In the event of any issuance of Shares in respect thereofany additional securities, is exempt from registration the Company shall have no obligation to register such additional securities under the Securities Act of 1933 1933. The Depositary shall make reasonable efforts to comply with the written instructions of the Company not to accept knowingly for deposit hereunder any securities identified in such instructions at such times and under such circumstances as confirmed may be specified in an opinion such instructions, in order to facilitate the Company’s compliance with the securities laws of the United States counsel, satisfactory to the Depositary, to that effectof America.

Appears in 3 contracts

Samples: Deposit Agreement (China Mobile LTD /Adr/), Deposit Agreement (China Mobile Hong Kong LTD /Adr/), Deposit Agreement (Bank of New York / Adr Division)

Distribution of Additional Shares, Rights, etc. If The Company agrees that in the Company event of any future issuances or any affiliate of the Company determines to make any issuance or distribution distributions (collectively, a “Distribution”) of (1a) additional SharesShares or other securities that are Deposited Securities (“ADS Securities”), (2b) rights rights, preferences or privileges to subscribe for SharesADS Securities, (3c) securities convertible into or exchangeable for Shares, ADS Securities or (4d) rights rights, preferences or privileges to subscribe for securities convertible into or exchangeable for ADS Securities, such securities (each a "Distribution"), Distribution shall be effected by the Company in a manner so as not to violate the Securities Act, or any securities or “Blue Sky” law of any relevant jurisdictions in the United States. The Company shall notify direct the Depositary in writing to take, or to cause the Custodian to take, specified, reasonable measures with respect to the acceptance for deposit of ADS Securities as shall be required to prevent any violation of the registration requirements of the Securities Act or any securities or “Blue Sky” law of any relevant jurisdictions in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the United States. The Company shall will promptly furnish to the Depositary evidence satisfactory to the Depositary and its counsel that a registration statement under the Securities Act is in effect with respect to such Distribution, or a written opinion from U.S. counsel for the Company that is reasonably Company, which counsel shall be satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, that registration under the Securities Act is not required with respect to such Distribution in order to prevent violation of 1933. If, in the opinion registration requirements of that counsel, the Distribution requires, or, if made Securities Act or any securities or “Blue Sky” law of any relevant jurisdictions in the United States, would require, registration under . Without limiting the Securities Act of 1933, that counsel shall advise the Depositary as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply the Depositary with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part duty of the Company or under the previous sentence, the Depositary shall be entitled, but not required, to file a registration statement under consult with counsel of its own choice at the Securities Act expense of 1933 in the Company and to take such action with respect to the facility created hereby as it may deem appropriate to prevent any violation by the Depositary or any agent of the Depositary of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional federal or state securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writinglaws. The Company agrees with the Depositary that neither the Company nor any person controlled by, controlling or under common control with the Company will at any time deposit any SharesADS Securities hereunder, either originally issued upon original issuance or upon a sale of ADS Securities previously issued and reacquired by the Company or by any such affiliateperson controlled by, controlling or under common control with the Company, unless (i) a Registration Statement is in effect as to such Shares ADS Securities have been registered under the Securities Act or an exemption from the registration requirements of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under the Securities Act of 1933 as confirmed in an opinion of United States counsel, satisfactory to the Depositary, to that effectis available.

Appears in 3 contracts

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

Distribution of Additional Shares, Rights, etc. If the Company or or, to the Company’s knowledge, any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply Distribution. In the Depositary with a written opinion to event that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 would be required in respect of connection with any such securities or rights. In the event of any issuance of additional securitiesDistribution, the Company shall have no obligation to register effect such registration and, in the absence of such registration, the Depositary shall (where applicable) pursuant to Section 4.02, 4.03 or 4.04 dispose of such additional securities under the Securities Act of 1933 and, to securities. To the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, the Company may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct instruct the Depositary in writing not to accept any Shares or rights for deposit reasonably identified in such instructions for such period of time following the issuance of such additional securities distribution and to adopt such other specific measures as the Company and the Depositary may reasonably request agree to facilitate the Company’s compliance with the securities laws in writingthe United States or any other jurisdiction. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under Company delivers to the Securities Act of 1933 as confirmed in Depositary an opinion of United States counsel, satisfactory to the Depositary, to that effectthe effect that, upon deposit, those Shares will be eligible for public resale without restriction in the United States without further registration under the Securities Act of 1933.

Appears in 3 contracts

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

Distribution of Additional Shares, Rights, etc. If The Company agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall will promptly notify the Depositary of such Distribution and direct the Depositary to take specific measures with respect to the acceptance for deposit of Shares or other securities to prevent such Distribution from being made in writing in English as promptly as practicable and in any event before violation of the Distribution starts andregistration requirements of the Securities Act of 1933, if requested in writing by the Depositaryprovided, however, the Company Depositary shall promptly furnish have the right not to accept for deposit Shares or other securities if the Depositary shall not have received from the Company a written opinion from of U.S. counsel for the Company that is reasonably which counsel shall be satisfactory to the Depositary, stating whether or that such deposit would not result in a violation of the Distribution requires, or, if made in registration requirement of the United States, would require, Securities Act of 1933. In the event that registration under the Securities Act of 1933. If, 1933 would be required in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise the Depositary as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply the Depositary connection with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securitiesDistribution, the Company shall have no obligation to register effect such additional securities under the Securities Act of 1933 and, to registration. To the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, the Company may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct give the Depositary written instructions directing the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writing. The Depositary agrees with the Company that it shall comply with such instructions. The Company agrees with the Depositary that neither the Company nor any person controlled by, controlling or under common control with affiliate of the Company will (a) at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or by any such affiliate, unless (i) a Registration Statement registration statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration are not required to be registered under the Securities Act of 1933 as confirmed in an opinion or any applicable securities laws of any state of the United States counsel, satisfactory or (b) resell any Receipts acquired by any of them. The Depositary will comply with the written instructions of the Company not to accept knowingly for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may be specified in such instructions in order to facilitate the Depositary, to that effectCompany’s compliance with the securities laws of the United States or any applicable securities laws of any state of the United States.

Appears in 3 contracts

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

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply the Depositary with a written opinion to that effectDistribution. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writing. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under Company delivers to the Securities Act of 1933 as confirmed in Depositary an opinion of United States counsel, satisfactory to the Depositary, to that effectthe effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933 . The Depositary will comply with the written instructions of the Company not to accept knowingly for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may be specified in such instructions in order to facilitate the Company's compliance with the securities laws of the United States.

Appears in 3 contracts

Samples: Deposit Agreement (Living Cell Technologies Ltd.), Deposit Agreement (Avastra Sleep Centres LTD), Deposit Agreement (Pryme Oil & Gas LTD)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply Distribution. In the Depositary with a written opinion to event that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 would be required in respect of connection with any such securities or rights. In the event of any issuance of additional securitiesDistribution, the Company shall have no obligation to register effect such additional securities under the Securities Act of 1933 registration and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any absence of such additional securities registration, the Depositary shall (whether where applicable) pursuant to preemptive rights Section 4.02, 4.03 or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance 4.04 dispose of such additional securities and to adopt in accordance with such other specific measures as the Company may reasonably request in writingSections. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under Company delivers to the Securities Act of 1933 as confirmed in Depositary an opinion of United States counsel, satisfactory to the Depositary, to that effectthe effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933. Notwithstanding the foregoing, nothing in this Deposit Agreement shall create any obligation on the part of the Company (i) to file a registration statement with respect to the deposit of any Shares or other Deposited Securities, or the issuance of (x) additional Shares or other Deposited Securities, (y) rights to subscribe for such Shares or other Deposited Securities, securities convertible into or exchangeable for Shares or other Deposited Securities, (z) rights to subscribe for such securities, or to endeavor to have such a registration statement declared effective or (ii) to alter in any manner the terms and conditions of any offering or issuance of such Shares or other Deposited Securities, rights, or convertible or exchangeable securities.

Appears in 3 contracts

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

Distribution of Additional Shares, Rights, etc. If The Company agrees that in the Company or event of any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for any such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall will promptly furnish to the Depositary a written opinion from U.S. counsel Counsel for the Company that is Company, which counsel shall be reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, requires a registration statement under the Securities Act of 19331933 to be in effect prior to making such Distribution available to Owners entitled thereto or such other documentation or evidence relating to such Distribution as agreed to between the Company and the Depositary. If, If in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, such counsel a registration statement under the Securities Act of 19331933 is required, that such counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement in effect which will cover such Distribution. The Company may elect not to furnish the Depositary such an opinion and, if no such opinion is furnished to the Depositary, the Depositary shall not make such distribution available to the Owners but, subject to applicable law, shall dispose of the securities being issued or distributed by the Company and distribute the net proceeds of such securities, if any, to the Owners entitled thereto, all in the manner set forth in Section 4.01, 4.02, 4.03 or 4.04 and 4.05, as applicable. In the event that such registration under the Securities Act of 1933 would be required in effect that will cover that Distribution and if requestedconnection with any such Distribution, supply the Depositary with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary shall have no obligation to file a registration statement under the Securities Act of 1933 in respect of any effect such securities or rightsregistration. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive pre-emptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writing. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or by any such affiliatecompany under its control, unless (i) a Registration Statement registration statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares Receipts in respect thereof, is exempt from registration under the Securities Act of 1933 as confirmed by a written opinion from counsel for the Company in an opinion of the United States counselStates, which counsel shall be reasonably satisfactory to the Depositary. The Depositary will comply with the written instructions of the Company not to accept knowingly for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may be specified in such instructions in order to facilitate the Company's compliance with the securities laws of the United States. In the event that such registration under the Securities Act of 1933 would be required in connection with any such Distribution, the Company shall have no obligation to that effecteffect such registration.

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)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), otherwise than pursuant to any employee share option schemes, the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply Distribution. The Company may elect not to furnish the Depositary with such an opinion and, if no such opinion is furnished to the Depositary, the Depositary, except in the case of a written opinion distribution under Section 4.3, shall not make such distribution available to that effectthe Owners but may dispose of the securities being issued or distributed by the Company and distribute the net proceeds of such securities, if any, to the Owners entitled thereto, all in the manner set forth in Section 4.1, 4.2, 4.3 or 4.4 and 4.5, as applicable. Nothing in this Section 5.07 5.7 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement Registration Statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writing. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under Company delivers to the Securities Act of 1933 as confirmed in Depositary an opinion of United States counsel, satisfactory to the Depositary, to that effectthe effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933. The Depositary shall make reasonable efforts to comply with the written instructions of the Company not to knowingly accept for deposit hereunder any securities identified in such instructions at such times and under such circumstances as may be specified in such instructions, in order to facilitate the Company’s compliance with the securities laws of the United States of America.

Appears in 2 contracts

Samples: Deposit Agreement (Sibanye Gold LTD), Deposit Agreement (Sibanye Stillwater LTD)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if reasonably requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise the Depositary as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply the Depositary with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writing. The Company agrees with the Depositary that neither the Company nor any person controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under the Securities Act of 1933 as confirmed in an opinion of United States counsel, satisfactory to the Depositary, to that effect.

Appears in 2 contracts

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

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply the Depositary with a written opinion to that effectDistribution. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to To the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional any securities under the Securities Act of 1933Act, the Company may prevent Owners in the United States from receiving any distribution and from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) pursuant to that distribution, and the Company may direct the Depositary not to accept any refuse deposits of Shares for deposit for such period of time following the issuance of such additional securities that distribution and to adopt such other specific measures as the Company and the Depositary may reasonably request in writingagree. The Company agrees with the Depositary that neither the Company nor any entity or person controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under the Securities Act of 1933 as confirmed in an opinion of United States counsel, satisfactory to the Depositary, to that effectAct.

Appears in 2 contracts

Samples: Deposit Agreement (Linktone LTD), Deposit Agreement (Linktone LTD)

Distribution of Additional Shares, Rights, etc. If The Company agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), ) the Company shall notify provide reasonable advance notice of such event to the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary upon reasonable written request by the Depositary a written opinion from U.S. counsel for the Company that is Company, which counsel shall be reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration requires a Registration Statement under the Securities Act of 19331933 to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counselsuch counsel a Registration Statement is required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that such counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 Registration Statement in effect that which will cover that Distribution and if requested, supply the Depositary with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writingDistribution. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (ia) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (iib) such deposit, and the issuance Company has delivered to the Depositary a written opinion of Shares in respect thereof, is exempt from U.S. counsel to the effect that registration under the Securities Act of 1933 as confirmed would not be required if such Shares were sold publicly in an opinion the United States. Nothing in this Section 5.7 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement in respect of any securities or rights or to endeavor to have such a registration statement declared effective. To the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register securities under the Securities Act of 1933, it may prevent Owners in the United States counsel, satisfactory from purchasing any such securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary, Depositary not to that effectaccept certain Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writing.

Appears in 2 contracts

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

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply Distribution. The Company may elect not to furnish the Depositary with such an opinion and, if no such opinion is furnished to the Depositary, the Depositary, except in the case of a written opinion distribution under Section 4.3, shall not make such distribution available to that effectthe Owners but shall dispose of the securities being issued or distributed by the Company and distribute the net proceeds of such securities, if any, to the Owners entitled thereto, all in the manner set forth in Section 4.1, 4.2, 4.3 or 4.4 and 4.5, as applicable. Nothing in this Section 5.07 5.7 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement Registration Statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writing. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under Company delivers to the Securities Act of 1933 as confirmed in Depositary an opinion of United States counsel, satisfactory to the Depositary, to that effectthe effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933. The Depositary shall make reasonable efforts to comply with the written instructions of the Company not to knowingly accept for deposit hereunder any securities identified in such instructions at such times and under such circumstances as may be specified in such instructions, in order to facilitate the Company's compliance with the securities laws of the United States of America.

Appears in 2 contracts

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

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply the Depositary with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writingDistribution. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under Company delivers to the Securities Act of 1933 as confirmed in Depositary an opinion of United States counsel, satisfactory to the Depositary, to that effectthe effect that, upon deposit, those Shares will be eligible for public resale without restriction in the United States without further registration under the Securities Act of 1933. Nothing in this Deposit Agreement shall create any obligation on the part of the Company to file a registration statement under the Securities Act of 1933 with respect to any Distribution. To the extent the Company in its sole discretion deems it necessary or advisable in order to avoid any requirement to register securities under the Securities Act of 1933, it may prevent Owners in the United States from purchasing securities (whether pursuant to preemptive rights or otherwise) and may instruct the Depositary not to accept certain Shares reasonably identified in such instruction for deposit for such period of time following the issuance of such additional securities or to adopt such other specific measures as the Company may reasonably request.

Appears in 2 contracts

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

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply the Depositary with a written opinion to that effectDistribution. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to To the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writing. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under Company delivers to the Securities Act of 1933 as confirmed in Depositary an opinion of United States counsel, satisfactory to the Depositary, to that effectthe effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933.

Appears in 2 contracts

Samples: Deposit Agreement (Sunity Online Entertainment LTD), Deposit Agreement (Bank of New York / Adr Division)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary either (i) evidence satisfactory to the Depositary that the Distribution is registered under the Securities Act of 1933 or (ii) a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not that the Distribution requiresdoes not require, or, if made in the United States, would not require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise the Depositary as The Company may elect not to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply furnish the Depositary with such an opinion and, if no such opinion is furnished to the Depositary, the Depositary, except in the case of a written opinion distribution under Section 4.3, shall not make such distribution available to that effectthe Owners but shall dispose of the securities being issued or distributed by the Company and distribute the net proceeds of such securities, if any, to the Owners entitled thereto, all in the manner set forth in Section 4.1, 4.2, 4.3 or 4.4 and 4.5, as applicable. Nothing in this Section 5.07 5.7 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writing. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any SharesShares that, either originally issued or previously issued and reacquired by at the time of deposit, are Restricted Securities. The Depositary shall make reasonable efforts to comply with the written instructions of the Company or not to knowingly accept for deposit hereunder any securities identified in such affiliateinstructions at such times and under such circumstances as may be specified in such instructions, unless (i) a Registration Statement is in effect as order to such Shares under facilitate the Securities Act Company’s compliance with the securities laws of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under the Securities Act of 1933 as confirmed in an opinion of United States counsel, satisfactory to the Depositary, to that effectStates.

Appears in 2 contracts

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

Distribution of Additional Shares, Rights, etc. If the Company determines or any the Company knows that an affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary either (i) evidence satisfactory to the Depositary that the Distribution is registered under the Securities Act of 1933 or (ii) a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not that the Distribution requiresdoes not require, or, if made in the United States, would not require, registration under the Securities Act of 1933. If, in In the opinion of event that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 19331933 would be required in connection with any Distribution, that counsel shall advise the Depositary as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply the Depositary with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary shall have no obligation to file a registration statement under the Securities Act of 1933 in respect of any effect such securities or rightsregistration. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such the additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive pre-emptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such the additional securities and to adopt such other specific measures as the Company may reasonably request in writing. The Company agrees with the Depositary that neither the Company nor any person entity controlled by, controlling or under common control with by the Company will at any time deposit any SharesShares that, either originally issued or previously issued and reacquired by at the time of deposit, are Restricted Securities. The Depositary will comply with the written instructions of the Company or not to accept knowingly for deposit hereunder any Shares identified in such affiliate, unless (i) a Registration Statement is instructions at such times and under such circumstances as may be specified in effect as such instructions in order to such Shares under facilitate the Securities Act Company’s compliance with the securities laws of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under the Securities Act of 1933 as confirmed in an opinion of United States counsel, satisfactory to the Depositary, to that effectStates.

Appears in 2 contracts

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

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply the Depositary with a written opinion to that effectDistribution. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writing. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933, or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under the Securities Act of 1933 as confirmed in an opinion of United States counsel, satisfactory to the Depositary, to that effect.

Appears in 2 contracts

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

Distribution of Additional Shares, Rights, etc. If The Issuer agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for any such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall Issuer will promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is Issuer, which counsel shall be reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, requires a registration statement under the Securities Act of 19331933 to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, such counsel a registration statement under the Securities Act of 19331933 is required, that such counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement in effect which will cover such Distribution. In the event that such registration under the Securities Act of 1933 would be required in effect that will cover that Distribution and if requested, supply the Depositary connection with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rightsDistribution, the Issuer shall have no obligation to effect such registration. In the event of any issuance of additional securities, the Company Issuer shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company Issuer in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive pre-emptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company Issuer may reasonably request in writing. The Company Issuer agrees with the Depositary that neither the Company Issuer nor any person company controlled by, controlling or under common control with the Company Issuer will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company Issuer or by any such affiliatecompany under its control, unless (i) a Registration Statement registration statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares Receipts in respect thereof, is exempt from registration under the Securities Act of 1933 as confirmed by a written opinion from counsel for the Issuer in an opinion of the United States counselStates, which counsel shall be reasonably satisfactory to the Depositary, . The Depositary will comply with the written instructions of the Issuer not to that effectaccept knowingly for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may be specified in such instructions in order to facilitate the Issuer's compliance with the securities laws of the United States.

Appears in 2 contracts

Samples: Deposit Agreement (Banco Itau Holding Financeira S A), Deposit Agreement (Banco Itau Holding Financeira S A)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply the Depositary with a written opinion to that effectDistribution. Nothing in this Section 5.07 5.7 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writing. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under Company delivers to the Securities Act of 1933 as confirmed in Depositary an opinion of United States counsel, satisfactory to the Depositary, to that effectthe effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933.

Appears in 2 contracts

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

Distribution of Additional Shares, Rights, etc. If The Issuer agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution in respect of Deposited Securities of (1) additional SharesShares other than those issued in a free distribution or stock dividend, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, into Shares or (4) rights to subscribe for such securities (each a "Distribution"), upon the Company shall notify written request of the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall Issuer will promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is Issuer, which counsel shall be reasonably satisfactory to the Depositary, stating whether or not the circumstances of such Distribution requires, or, if made in the United States, would require, registration are such as to make it necessary that a Registration Statement under the Securities Act of 19331933 to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration such counsel a Registration Statement is required under the Securities Act of 1933, that such counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement Registration Statement under the Securities Act of 1933 in effect that which will cover such Distribution. In the event that Distribution and if requested, supply the Depositary with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a such registration statement under the Securities Act of 1933 would be required in respect of connection with any such securities or rights. In the event of any issuance of additional securitiesDistribution, the Company Issuer shall have no obligation to register effect such registration, and, in the absence of such registration, the Depositary shall (where applicable) dispose of such additional securities under and make the Securities Act net proceeds of 1933 andsuch disposition available to Owners as provided in Section 4.2, to 4.3 or 4.4 above. To the extent the Company Issuer in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, the Issuer may prevent Owners in the United States from receiving any distribution and from purchasing any such additional securities (whether pursuant to preemptive pre-emptive rights or otherwise) pursuant thereto, and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities distribution and to adopt such other specific measures as the Company Issuer and the Depositary may reasonably request in writingagree. The Company Issuer agrees with the Depositary that neither the Company Issuer nor any person company controlled byby the Issuer will, controlling and the Issuer acknowledges that neither any company or individual controlling, nor any company under common control with with, the Company will Issuer shall be permitted to, (a) at any time deposit any SharesShares (other than deposits by the Issuer pursuant to Section 4.4), either originally issued upon original issuance or upon a sale of Shares previously issued and reacquired by the Company Issuer or by any such affiliate, controlled or controlling company or individual unless (i) a Registration Statement registration statement is in effect as to such Shares under the Securities Act of 1933 1933, or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration are not required to be registered under the Securities Act of 1933 as confirmed in an opinion or any applicable laws of any state of the United States counseland would not be deemed to be Restricted Securities following any offer and sale thereof by the Issuer or individual or any such controlled or controlling company or individual, such absence of requirement for registration and nonrestricted nature to be confirmed by a written opinion acceptable to the Depositary from counsel for the Issuer in the United States, which counsel shall be reasonably satisfactory to the Depositary, and the Depositary has received notice of such deposit and such opinion of counsel prior to such deposit, (b) resell any American Depositary Shares if the offer or sale of such American Depositary Shares in the United States is restricted under the securities laws of the United States or any state of the United States unless the Depositary has received prior notice of such resale and (i) prior to such resale the Depositary has received a written opinion acceptable to the Depositary of counsel to the Issuer in the United States, which counsel shall be reasonably satisfactory to the Depositary, that effectsuch resale is permitted by law or (ii) such resale is made (1) in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act of 1933 or (2) to a person whom the seller reasonably believes is a qualified institutional buyer in a transaction meeting the requirements of Rule 144A, or (3) pursuant to an exemption from registration under Rule 144 under the Securities Act of 1933, if available, in each case in accordance with any applicable securities laws of any state of the United States or (c) withdraw Deposited Securities underlying such Receipts unless it shall have duly executed and completed such certification and agreement as the Issuer and the Depositary may require. Notwithstanding the foregoing, nothing in this Deposit Agreement shall create any obligation on the part of the Issuer (i) to file a registration statement with respect to the deposit of any Shares or other Deposited Securities, or the issuance of (x) additional Shares or other Deposited Securities, (y) rights to subscribe for such Shares or other Deposited Securities, securities convertible into or exchangeable for Shares or other Deposited Securities or (z) rights to subscribe for such securities, or to endeavor to have such a registration statement declared effective or (ii) to alter in any manner the terms and conditions of any offering or issuance of such Shares or other Deposited Securities, rights, or convertible or exchangeable securities.

Appears in 2 contracts

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Distribution of Additional Shares, Rights, etc. If The Company agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall will promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably Company, which counsel shall be satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration requires a Registration Statement under the Securities Act of 1933to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counselsuch counsel a Registration Statement is required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that such counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 Registration Statement in effect that which will cover that Distribution and if requested, supply the Depositary with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writingDistribution. The Company agrees with the Depositary that neither the Company nor any person entity controlled by, controlling or under common control with by the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act Act. Nothing in this Section 5.7 or elsewhere in this Deposit Agreement shall create any obligation on the part of 1933 the Company or the Depositary to file a registration statement in respect of any securities or to endeavor to have such a registration statement declared effective. To the extent the Company in its sole discretion deems it necessary or advisable in order to avoid any requirement to register securities under the Securities Act, it may prevent Owners in the United States from purchasing securities (iiwhether pursuant to preemptive rights or otherwise) and may instruct the Depositary in writing not to accept certain Shares reasonably identified in such deposit, and instruction for deposit for such period of time following the issuance of Shares such additional securities or to adopt such other specific measures as the Company may reasonably request in respect thereof, is exempt from registration under the Securities Act of 1933 as confirmed in an opinion of United States counsel, satisfactory to the Depositary, to that effectwriting.

Appears in 2 contracts

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

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into into, or exchangeable for for, Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply the Depositary with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writingDistribution. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under Company delivers to the Securities Act of 1933 as confirmed in Depositary an opinion of United States counsel, reasonably satisfactory to the Depositary, to that effectthe effect that, upon deposit, those Shares will be eligible for public resale without restriction in the United States without further registration under the Securities Act of 1933. Nothing in this Deposit Agreement shall create any obligation on the part of the Company to file a registration statement under the Securities Act of 1933 with respect to any Distribution or any other proposed transaction. To the extent the Company in its sole discretion deems it necessary or advisable in order to avoid any requirement to register securities under the Securities Act of 1933, it may prevent Owners in the United States from purchasing securities (whether pursuant to preemptive rights or otherwise) and may instruct the Depositary not to accept certain Shares reasonably identified in such instruction for deposit for such period of time following the issuance of such additional securities or to adopt such other specific measures as the Company may reasonably request.

Appears in 2 contracts

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

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply the Depositary with a written opinion to that effectDistribution. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writing. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under Company delivers to the Securities Act of 1933 as confirmed in Depositary an opinion of United States counsel, satisfactory to the Depositary, to that effectthe effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933 .

Appears in 2 contracts

Samples: Deposit Agreement (Australis Aquaculture LTD), Deposit Agreement (Linc Energy LTD)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply the Depositary with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writingDistribution. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under Company delivers to the Securities Act of 1933 as confirmed in Depositary an opinion of United States counsel, satisfactory to the Depositary, to that effectthe effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement in respect of any securities or rights or to endeavor to have such a registration statement declared effective. To the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register securities under the Securities Act of 1933, it may prevent Owners in the United States from purchasing any such securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept certain Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writing.

Appears in 2 contracts

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

Distribution of Additional Shares, Rights, etc. If The Company agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities securities, (each a "Distribution"), ”) the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall will promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is Company, which counsel shall be reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, requires a registration statement under the Securities Act of 19331933 to be in effect prior to the delivery of the Receipts to be issued in connection with such Distribution or otherwise making such Distribution available to Owners entitled thereto. If, If in the opinion of that counselsuch counsel a registration statement is required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that such counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that which will cover that such Distribution. Notwithstanding the preceding two sentences, an opinion of such counsel will not be required if a Distribution and if requested, supply the Depositary with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in is made solely outside the United States from purchasing and does not include any such additional securities (whether pursuant U.S. persons and the Company, after consultation with U.S. counsel, provides a written representation to preemptive rights or otherwise) and direct the Depositary that such Distribution is being made solely outside the United States and is not being made to accept and does not include any Shares for deposit for U.S. persons and that, based on consultation with U.S. counsel, no such period of time following registration statement is required in the issuance circumstances of such additional securities and to adopt such other specific measures as the Company may reasonably request in writingdistribution. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such depositunless the Company shall have delivered to the Depositary a written opinion from its U.S. counsel, and which counsel shall be reasonably satisfactory to the issuance of Shares in respect thereofDepositary, is exempt from to the effect that registration under the Securities Act of 1933 as confirmed in an opinion of United States counsel, satisfactory to the Depositary, to that effectis not required with respect thereto.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Newcrest Mining LTD /Fi)

Distribution of Additional Shares, Rights, etc. If The Issuer agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities securities, (each a "Distribution"), ) the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall Issuer will promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is Issuer, which counsel shall be reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration requires a Registration Statement under the Securities Act of 19331933 to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counselsuch counsel a Registration Statement is required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that such counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a Registration Statement in effect which will cover such Distribution. For the purposes of this Section, Jones Day is deemed to be counsel satisfactory to the Depositary. In the event that such registration statement under the Securities Act of 1933 would be required in effect that will cover that Distribution and if requested, supply the Depositary connection with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rightsDistribution, the Issuer shall have no obligation to effect such registration. In the event of any issuance of additional securities, the Company Issuer shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company Issuer in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company Issuer may reasonably request in writing. The Company Issuer agrees with the Depositary that neither the Company Issuer nor any person controlled by, controlling or under common control with the Company Issuer will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company Issuer or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) 1933. The Depositary will comply with the written instructions of the Issuer not to accept knowingly for deposit hereunder any Shares identified in such deposit, instructions at such times and under such circumstances as may be specified in such instructions in order to facilitate the issuance Issuer's compliance with the securities laws of Shares in respect thereof, is exempt from registration under the Securities Act of 1933 as confirmed in an opinion of United States counsel, satisfactory to the Depositary, to that effectStates.

Appears in 2 contracts

Samples: Deposit Agreement (Neptune Marine Services LTD), Deposit Agreement (Bone Medical LTD)

Distribution of Additional Shares, Rights, etc. If The Company agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution of (1) additional SharesShares other than a free distribution or stock split, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities securities, (each a "Distribution"), the Company shall will promptly notify the Depositary in writing in English as promptly as practicable of such Distribution and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary at its written request a written opinion from U.S. United States counsel for the Company that is reasonably Company, which counsel shall be satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, requires a registration statement under the Securities Act of 1933to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, such counsel a registration statement under the Securities Act of 1933is required, that such counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement in effect which will cover such Distribution. In the event that registration under the Securities Act of 1933 would be required in effect that will cover that Distribution and if requested, supply the Depositary connection with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securitiesDistribution, the Company shall have no obligation to register effect such registration, and, in the absence of such registration, the Depositary shall (where applicable) pursuant to Section 4.2, 4.3 or 4.4 dispose of such additional securities under the Securities Act of 1933 and, to securities. To the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933Act, the Company may prevent Owners in the United States from receiving any distribution and from purchasing any such additional securities (whether pursuant to preemptive pre-emptive rights or otherwise) pursuant thereto, and may direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities distribution and to adopt such other specific measures as the Company and the Depositary may reasonably request in writingagree. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement registration statement is in effect as to such Shares under the Securities Act or an exemption under the Securities Act is otherwise available in respect of 1933 such Shares. Notwithstanding the foregoing, nothing in this Deposit Agreement shall create any obligation on the part of the Company (i) to file a registration statement with respect to the deposit of any Shares or other Deposited Securities, or the issuance of (x) additional Shares or other Deposited Securities, (y) rights to subscribe for such Shares or other Deposited Securities, securities convertible into or exchangeable for Shares or other Deposited Securities or (z) rights to subscribe for such securities, or to endeavor to have such a registration statement declared effective or (ii) such deposit, to alter in any manner the terms and the conditions of any offering or issuance of such Shares in respect thereofor other Deposited Securities, is exempt from registration under the Securities Act of 1933 as confirmed in an opinion of United States counselrights, satisfactory to the Depositary, to that effector convertible or exchangeable securities.

Appears in 1 contract

Samples: Deposit Agreement (Trend Micro Inc)

Distribution of Additional Shares, Rights, etc. If The Company agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall will promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is Company, which counsel shall be reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration requires a Registration Statement under the Securities Act of 19331933 to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counselsuch counsel a Registration Statement is required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that such counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 Registration Statement in effect that which will cover that Distribution and if requested, supply the Depositary with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rightsDistribution. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writing. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) 1933. The Depositary will comply with the written instructions of the Company not to accept knowingly for deposit hereunder any Shares identified in such deposit, instructions at such times and under such circumstances as may be specified in such instructions in order to facilitate the issuance Company's compliance with the securities laws of Shares in respect thereof, is exempt from registration under the Securities Act of 1933 as confirmed in an opinion of United States counsel, satisfactory to the Depositary, to that effectStates.

Appears in 1 contract

Samples: Deposit Agreement (Windflow Technology LTD)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply the Depositary with a written opinion to that effectDistribution. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writing. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under Company delivers to the Securities Act of 1933 as confirmed in Depositary an opinion of United States counsel, satisfactory to the Depositary, to that effectthe effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933 . The Depositary will comply with the written instructions of the Company not to accept knowingly for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may be specified in such instructions in order to facilitate the Company's compliance with the securities laws of the United States.

Appears in 1 contract

Samples: Deposit Agreement (Advfn PLC)

Distribution of Additional Shares, Rights, etc. If The Company agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution of (1) additional SharesShares other than those issued in a free distribution or stock dividend, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, into Shares or (4) rights to subscribe for such securities (each a "Distribution"), upon the written request of the Depositary the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall will promptly furnish to the Depositary at its own expense (a) a written opinion from U.S. counsel for the Company that is Company, which counsel shall be reasonably satisfactory to the Depositary, stating whether or not the circumstances of such Distribution requires, or, if made in the United States, would require, registration are such as to make it necessary that a Registration Statement under the Securities Act of 19331933 to be in effect prior to making such Distribution available to Owners entitled thereto and (b) an opinion of Hong Kong counsel (reasonably satisfactory to the Depositary) stating that (1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Hong Kong and (2) a written opinion of Hong Kong counsel (reasonably satisfactory to the Depositary) stating that all requisite regulatory consents and approvals have been obtained in Hong Kong. If, If in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration such counsel a Registration Statement is required under the Securities Act of 1933, that such counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement Registration Statement under the Securities Act of 1933 in effect that which will cover such Distribution. In the event that Distribution and if requested, supply the Depositary with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a such registration statement under the Securities Act of 1933 would be required in respect of connection with any such Distribution, the Company shall have no obligation to effect such registration, and, in the absence of such registration, the Depositary shall (where applicable) dispose of such additional securities and make the net proceeds of such disposition available to Owners as provided in Section 4.2, 4.3 or rights4.4 above. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive pre-emptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writing. The Company agrees with and the Depositary that neither the Company nor any person controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under the Securities Act of 1933 as confirmed in an opinion of United States counsel, satisfactory to the Depositary, to that effectmay agree.

Appears in 1 contract

Samples: Deposit Agreement (New World Development Co LTD /Fi)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply the Depositary with a written opinion to that effectDistribution. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writing. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under Company delivers to the Securities Act of 1933 as confirmed in Depositary an opinion of United States counsel, satisfactory to the Depositary, to that effectthe effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933. The Depositary will comply with the written instructions of the Company not to accept knowingly for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may be specified in such instructions in order to facilitate the Company's compliance with the securities laws of the United States.

Appears in 1 contract

Samples: Deposit Agreement (Symphony Environmental Technologies PLC)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if reasonably requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requestedDistribution. Notwithstanding the foregoing, supply the Depositary with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement term "Distribution" shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of not include any issuance or distribution of additional securities, the Company shall have no obligation to register such additional ,securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities (i) that is registered under the Securities Act of 1933, may prevent Owners in (ii) under a dividend reinvestment plan that the United States from purchasing any such additional Company has determined does not involve sales of securities by the Company or (whether iii) pursuant to preemptive rights any stock option plan or otherwise) and direct any other management or employee benefit plan of the Company of which the Company has notified the Depositary not and with respect to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as which the Company may has confirmed to the Depositary that it is taking specified measures reasonably request in writingdesigned to prevent deposit under this Deposit Agreement of Shares that would be Restricted Securities. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under Company delivers to the Securities Act of 1933 as confirmed in Depositary an opinion of United States counsel, satisfactory to the Depositary, to that effectthe effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933.

Appears in 1 contract

Samples: Deposit Agreement (Lupus Capital PLC)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply the Depositary with a written opinion to that effectDistribution. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writing. The Company agrees with the Depositary that neither the Company nor any person controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under the Securities Act of 1933 as confirmed in an opinion of United States counsel, satisfactory to the Depositary, to that effect.

Appears in 1 contract

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

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution upon any Deposited Securities of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply the Depositary with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writingDistribution. The Company agrees with the Depositary that that, except as the Company and the Depositary may agree with respect to a specific transaction, neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement registration statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under Company delivers to the Securities Act of 1933 as confirmed in Depositary an opinion of United States counsel, satisfactory to the Depositary, to that effectthe effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement in respect of any securities or to endeavor to have such a registration statement declared effective. To the extent the Company in its sole discretion deems it necessary or advisable in order to avoid any requirement to register securities under the Securities Act of 1933, it may prevent Owners in the United States from purchasing securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept certain Shares for deposit for such period of time following the issuance of such additional securities or to adopt such other specific measures as the Company may reasonably request in writing.

Appears in 1 contract

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

Distribution of Additional Shares, Rights, etc. If The Company agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities securities, (each a "Distribution"), ) the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall will promptly furnish to the Depositary a written opinion from reputable U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration requires a Registration Statement under the Securities Act of 19331933 to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counselsuch counsel a Registration Statement is required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that such counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a Registration Statement in effect which will cover such Distribution. In the event that such registration statement under the Securities Act of 1933 would be required in effect that will cover that Distribution and if requested, supply the Depositary connection with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securitiesDistribution, the Company shall have no obligation to register effect such additional securities under the Securities Act of 1933 and, to registration. To the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, it may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writing. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) the deposit by the Company or any such deposit, affiliate of Shares and the issuance execution and delivery of Receipts evidencing American Depositary Shares in respect thereof, is representing such Shares are exempt from the registration under requirements of the Securities Act of 1933 as confirmed in an opinion of United States counsel, satisfactory to the Depositary, to that effect1933.

Appears in 1 contract

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

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary either (i) evidence satisfactory to the Depositary that the Distribution is registered under the Securities Act of 1933 or (ii) a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not that the Distribution requiresdoes not require, or, if made in the United States, would not require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise the Depositary as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply the Depositary with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance or Distribution of additional securities, rights or securities the Company shall have no obligation to register such additional the issuance or Distribution of those rights or securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional the issuance or Distribution of those rights or securities under the Securities Act of 1933, or to prevent the Company from being required to register as an “investment company” as defined under the Investment Company Act of 1940, as amended, the Company may prevent Owners in the United States from receiving or purchasing any such additional rights or securities (whether pursuant to preemptive or subscription rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such a period of time following the issuance or Distribution of such additional those rights or securities and to adopt such other specific measures as the Company may reasonably request in writingwriting to avoid that registration requirement. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any SharesShares that, either originally issued or previously issued and reacquired by at the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act time of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under the Securities Act of 1933 as confirmed in an opinion of United States counsel, satisfactory to the Depositary, to that effectare Restricted Securities.

Appears in 1 contract

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

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary either (i) evidence reasonably satisfactory to the Depositary that the Distribution is registered under the Securities Act of 1933 or (ii) a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not that the Distribution requiresdoes not require, or, if made in the United States, would not require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise the Depositary as The Company may elect not to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply furnish the Depositary with such an opinion and, if no such opinion is furnished to the Depositary, the Depositary, except in the case of a written opinion distribution under Section 4.3, shall not be obligated to that effectmake such distribution available to the Owners but instead may dispose of the securities being issued or distributed by the Company and distribute the net proceeds of such securities, if any, to the Owners entitled thereto, all in the manner set forth in Section 4.1, 4.2, 4.3 or 4.4 and 4.5, as applicable. Nothing in this Section 5.07 5.7 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writing. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any SharesShares that, either originally issued or previously issued and reacquired by at the time of deposit, are Restricted Securities. The Depositary shall make reasonable efforts to comply with the written instructions of the Company or not to knowingly accept for deposit hereunder any securities identified in such affiliateinstructions at such times and under such circumstances as may be specified in such instructions, unless (i) a Registration Statement is in effect as order to such Shares under facilitate the Securities Act Company’s compliance with the securities laws of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under the Securities Act of 1933 as confirmed in an opinion of United States counsel, satisfactory to the Depositary, to that effectStates.

Appears in 1 contract

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

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Distribution of Additional Shares, Rights, etc. If The Company agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), except, in the case of clauses (1) through (4) above, where any such issuance, sale, offering or distribution is to be made solely in connection with compensation of the Company’s directors, executives, officers or employees, or with any Company shall notify employee benefit program or share option plan, so long as (x) such issuance, sale, offering or distribution is made outside the Depositary in writing in English as promptly as practicable United States, (y) the Company’s directors, executives, officers, employees, employee benefit program or share option plan is not a U.S. person (within the meaning of paragraph (k) of Rule 902 of Regulation S under the Securities Act), and in (z) such issuance, sale, offering or distribution does not violate applicable law or the rules and regulations of any event before securities exchange or market upon which the Distribution starts andDeposited Securities may be traded, if requested in writing by the Depositarylisted or quoted, the Company shall will obtain U.S. legal advice and take all steps necessary to ensure that the proposed transaction does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act and the securities laws of the states of the United States), the Company will promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably Company, which counsel shall be satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration requires a Registration Statement under the Securities Act of 1933to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counselsuch counsel a Registration Statement is required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that such counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 Registration Statement in effect that which will cover that Distribution and if requested, supply the Depositary with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writingDistribution. The Company agrees with the Depositary that neither the Company nor any person controlled by, controlling or under common control with Affiliate of the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliateAffiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act or the Company has delivered to the Depositary a written opinion of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under Company’s U.S. counsel to the effect that an exemption provided by the Securities Act applies. The Depositary will use its best reasonable efforts to comply with the written instructions of 1933 the Company not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as confirmed may reasonably be specified in an opinion of such instructions in order to facilitate the Company’s compliance with the securities laws in the United States counsel, satisfactory to the Depositary, to that effectStates.

Appears in 1 contract

Samples: Deposit Agreement (Kerry Group PLC)

Distribution of Additional Shares, Rights, etc. If The Company agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall will promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably Company, which counsel shall be satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration requires a Registration Statement under the Securities Act of 19331933 to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counselsuch counsel a Registration Statement is required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that such counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 Registration Statement in effect that which will cover that Distribution and if requested, supply the Depositary with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writingDistribution. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and 1933. In the event of any issuance of Shares in respect thereofany additional securities, is exempt from registration the Company shall have no obligation to register such additional securities under the Securities Act of 1933 1933. The Depositary shall make reasonable efforts to comply with the written instructions of the Company not to accept knowingly for deposit hereunder any securities identified in such instructions at such times and under such circumstances as confirmed may be specified in an opinion such instructions, in order to facilitate the Company’s compliance with the securities laws of the United States counsel, satisfactory to the Depositary, to that effectof America.

Appears in 1 contract

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

Distribution of Additional Shares, Rights, etc. If The Issuer agrees that in the Company or event of any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for any such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall Issuer will promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is Issuer, which counsel shall be reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, requires a registration statement under the Securities Act of 19331933 to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, such counsel a registration statement under the Securities Act of 19331933 is required, that such counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement in effect which will cover such Distribution. In the event that such registration under the Securities Act of 1933 would be required in effect that will cover that Distribution and if requested, supply the Depositary connection with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rightsDistribution, the Issuer shall have no obligation to effect such registration. In the event of any issuance of additional securities, the Company Issuer shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company Issuer in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive pre-emptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company Issuer may reasonably request in writing. The Company Issuer agrees with the Depositary that neither the Company Issuer nor any person company controlled by, controlling or under common control with the Company Issuer will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company Issuer or by any such affiliatecompany under its control, unless (i) a Registration Statement registration statement is in effect as to such Shares under the Securities Act of 1933 or (ii) 1933. The Depositary will comply with the written instructions of the Issuer not to accept knowingly for deposit hereunder any Shares identified in such deposit, instructions at such times and under such circumstances as may be specified in such instructions in order to facilitate the issuance Issuer's compliance with the securities laws of Shares in respect thereof, is exempt from registration under the Securities Act of 1933 as confirmed in an opinion of United States counsel, satisfactory to the Depositary, to that effectStates.

Appears in 1 contract

Samples: Deposit Agreement (Companhia Suzano De Papel E Celulose /Fi)

Distribution of Additional Shares, Rights, etc. If The Depositary shall not be required to make any distribution pursuant to Sections 4.02, 4.03 or 4.04 of the Deposit Agreement unless the Company shall instruct it to do so and, at the request of the Depositary, the Company shall provide the Depositary with evidence reasonably satisfactory to the Depositary (including a legal opinion as provided for below) that such distribution is legally permissible. The Company agrees with Owners to take all actions necessary, including providing the Depositary with written instructions as required above and the opinions required pursuant to this Article, to cause the distribution to Owners of all Shares, rights and anything else distributed to the holders of Shares to the same extent and in the same form as any distributions made to the holders of Shares, except that Owners shall receive Receipts in lieu of Shares when Shares are distributed to holders of Shares. The Company agrees with Owners to register Shares, rights, Receipts and any other securities to be distributed under applicable laws, if required thereunder, and to take all other actions necessary to permit those distributions to be made to the Owners entitled thereto. The Company agrees with Owners that it shall not make any distribution to the holders of Shares or offer or cause to be offered to the holders of any Shares any rights to subscribe for additional Shares or any affiliate securities, property or rights of any other nature, unless (i) such distribution or offer is substantially contemporaneously made to Owners and (ii) in the case of rights, such Owners can exercise the rights upon the payment of the applicable exercise price and otherwise on substantially the same terms as rights offered to holders of Shares, subject to any payments in accordance with Section 5.09 of the Deposit Agreement. The Company determines to make agrees that in the event of any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall will promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably Company, which counsel shall be satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration requires a Registration Statement under the Securities Act of 19331933 to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counselsuch counsel a Registration Statement is required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that such counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 Registration Statement in effect that which will cover that Distribution and if requested, supply the Depositary with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writingDistribution. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and -25- 66 reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in registration is not required thereunder. The Depositary shall have no obligations or be subject to any liability with respect thereof, is exempt from registration under the Securities Act of 1933 as confirmed in an opinion of United States counsel, satisfactory to the Depositary, to that effectCompany's obligations set forth in Section 5.07 of the Deposit Agreement and this Article 25.

Appears in 1 contract

Samples: Deposit Agreement (Vivendi)

Distribution of Additional Shares, Rights, etc. If The Issuer agrees that in the Company or event of any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities securities, (each a "Distribution"), ) the Company shall Issuer will notify the Depositary in writing in English as promptly soon as practicable and and, in any event event, before the Distribution starts and, if reasonably requested in writing by the DepositaryIssuer, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is Issuer, which counsel shall be reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, requires registration under the Securities Act of 1933Act. If, If in the opinion of that counselsuch counsel registration is required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that such counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that which will cover that Distribution and if requested, supply the Depositary with a written opinion to that effectsuch Distribution. Nothing in this Section 5.07 5.7 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company Issuer or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company Issuer shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company Issuer in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933Act, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company Issuer may reasonably request in writing. The Company Issuer agrees with the Depositary that neither the Company Issuer nor any person company controlled by, controlling or under common control with the Company Issuer will at any time deposit hereunder any Shares, either originally issued or previously issued and reacquired by the Company Issuer or by any such affiliatecompany under its control, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, transaction and the issuance of Shares securities issuable in respect thereof, is such transaction are exempt from registration under the Securities Act of 1933 as confirmed in an opinion of United States counseland, satisfactory to if applicable, the DepositaryExchange Act or have been registered under the Securities Act and, to that effectif applicable, the Exchange Act (and such registration statement has been declared effective).

Appears in 1 contract

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

Distribution of Additional Shares, Rights, etc. If The Company agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall will promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably Company, which counsel shall be satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration requires a Registration Statement under the Securities Act of 19331933 to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counselsuch counsel a Registration Statement is required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that such counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 Registration Statement in effect that which will cover that Distribution and if requested, supply the Depositary with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writingDistribution. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously pre­viously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and 1933. In the event of any issuance of Shares in respect thereofany additional securities, is exempt from registration the Company shall have no obligation to register such additional securities under the Securities Act of 1933 1933. The Depositary shall make reasonable efforts to comply with the written instructions of the Company not to accept knowingly for deposit hereunder any securities identified in such instructions at such times and under such circumstances as confirmed may be specified in an opinion such instructions, in order to facilitate the Company’s compliance with the securities laws of the United States counsel, satisfactory to the Depositary, to that effectof America.

Appears in 1 contract

Samples: Deposit Agreement (Xinhua Finance LTD)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as reasonably practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary either (i) evidence reasonably satisfactory to the Depositary that the Distribution is registered under the Securities Act of 1933 or (ii) a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not that the Distribution requiresdoes not require, or, if made in the United States, would not require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise the Depositary as The Company may elect not to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply furnish the Depositary with such an opinion and, if no such opinion is furnished to the Depositary, the Depositary, except in the case of a written opinion distribution under Section 4.3, need not make such distribution available to that effectthe Owners but may dispose of the securities being issued or distributed by the Company and distribute the net proceeds of such securities, if any, to the Owners entitled thereto, all in the manner set forth in Section 4.1, 4.2 or 4.4 and 4.5, as applicable. Nothing in this Section 5.07 5.7 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement Registration Statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writing. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any SharesShares that, either originally issued or previously issued and reacquired by at the time of deposit, are Restricted Securities. The Depositary shall make reasonable efforts to comply with the written instructions of the Company or not to knowingly accept for deposit hereunder any such affiliateShares identified in those instructions at the times and under that circumstances specified in those instructions, unless (i) a Registration Statement is in effect as order to such Shares under facilitate the Securities Act Company’s compliance with the securities laws of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under the Securities Act of 1933 as confirmed in an opinion of United States counsel, satisfactory to the Depositary, to that effectof America.

Appears in 1 contract

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

Distribution of Additional Shares, Rights, etc. If The Issuer agrees that in the Company or event of any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for any such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall Issuer will promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is Issuer, which counsel shall be reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, requires a registration statement under the Securities Act of 19331933 to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, such counsel a registration statement under the Securities Act of 19331933 is required, that such counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement in effect which will cover such Distribution. In the event that such registration under the Securities Act of 1933 would be required in effect that will cover that Distribution and if requested, supply the Depositary connection with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rightsDistribution, the Issuer shall have no obligation to effect such registration. In the event of any issuance of additional securities, the Company Issuer shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company Issuer in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive pre-emptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company Issuer may reasonably request in writing. The Company Issuer agrees with the Depositary that neither the Company Issuer nor any person company controlled by, controlling or under common control with the Company Issuer will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company Issuer or by any such affiliatecompany under its control, unless (i) a Registration Statement registration statement is in effect as to such Shares under the Securities Act of 1933 1933. The Depositary will comply with the written instructions of the Issuer not to accept knowingly for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may be specified in such instructions in order to facilitate the Issuer's compliance with the securities laws of the United States. Nothing in this Section 5.07 or (ii) such deposit, and elsewhere in this Deposit Agreement shall create any obligation on the issuance part of Shares the Issuer or the Depositary to file a registration statement in respect thereof, is exempt from of any such securities or rights or to endeavor to have such a registration under the Securities Act of 1933 as confirmed in an opinion of United States counsel, satisfactory to the Depositary, to that effectstatement declared effective.

Appears in 1 contract

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

Distribution of Additional Shares, Rights, etc. If The Issuer agrees to notify the Company or any affiliate Depositarythat in the event of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities securities, (each a "Distribution"). The Issuer will take all steps reasonably necessary to ensure that no violation, by the Company shall notify Issuer or the Depositary in writing in English as promptly as practicable Depositary, of the Securities Act of 1933 will result from such issuance or Distribution at the time of the issuance or Distribution and in any thereafter. In the event before a Distribution is made available to Owners, upon the Distribution starts and, if requested in writing by request of the Depositary, the Company shall Issuer will promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably Issuer, which counsel shall be satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration requires a Registration Statement under the Securities Act of 19331933 to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counselsuch counsel a Registration Statement is required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that such counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 Registration Statement in effect that which will cover that Distribution and if requested, supply the Depositary with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writingDistribution. The Company Issuer agrees with the Depositary that neither the Company Issuer nor any person company controlled by, controlling or under common control with the Company Issuer will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company Issuer or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) unless such depositShares are accompanied by an opinion, which is satisfactory to the Depositary, on which the Depositary may rely from recognized U.S. counsel for the issuer, that upon deposit of such Shares, such Shares and the issuance of American Depositary Shares issued in respect thereof, is exempt from thereof will not be Restricted Securities and that the offer and sale of such securities would not require registration under the Securities Act of 1933 as confirmed in an opinion of United States counsel, satisfactory to the Depositary, to that effect1933.

Appears in 1 contract

Samples: Deposit Agreement (Cambridge Antibody Technology Group PLC)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply Distribution. In the Depositary with a written opinion to event that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a such registration statement under the Securities Act of 1933 would be required in respect of connection with any such securities or rights. In the event of any issuance of additional securitiesDistribution, the Company shall have no obligation to register effect such additional securities under the Securities Act of 1933 and, to registration. To the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, it may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive pre-emptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writing. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under Company delivers to the Securities Act of 1933 as confirmed in Depositary an opinion of United States counsel, satisfactory to the Depositary, to that effectthe effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933.

Appears in 1 contract

Samples: Deposit Agreement (Eqstra Holdings LTD)

Distribution of Additional Shares, Rights, etc. If The Company agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities securities, (each a "Distribution"), ”) the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall will promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is Company, which counsel shall be reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise the Depositary as to whether or not there is requires a registration statement under the Securities Act of 1933 to be in effect that will cover that prior to making such Distribution and if requestedavailable to Owners entitled thereto. If in the opinion of such counsel a Registration Statement is required, supply such counsel shall furnish to the Depositary with a written opinion as to that effectwhether or not there is a Registration Statement in effect which will cover such Distribution. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writing. The Company agrees with the Depositary that neither the Company nor any person controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, an exemption is exempt from registration under provided by the Securities Act of 1933 1933. The Depositary will comply with the written instructions of the Company not to accept knowingly for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as confirmed may be specified in an opinion such instructions in order to facilitate the Company’s compliance with the securities laws of the United States counsel, satisfactory to the Depositary, to that effectStates.

Appears in 1 contract

Samples: Deposit Agreement (Chemgenex Pharmaceuticals LTD)

Distribution of Additional Shares, Rights, etc. If The Company agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution that is intended to be deposited hereunder by or on behalf of the Company of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares issued upon conversion or exchangeable for Sharesexchange of another security, or (4) rights to subscribe for such securities securities, (each a "Distribution"), ) the Company shall will notify the Depositary in writing in English as promptly as practicable and in any event before of such Distribution prior to making the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly will furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably Company, which counsel shall be satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration requires a Registration Statement under the Securities Act of 1933to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counselsuch counsel a Registration Statement is required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that such counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 Registration Statement in effect that which will cover such Distribution. With respect to any issuance or distribution that Distribution and if requestedis not covered by the first sentence of this paragraph of (i) additional Shares, supply (ii) rights to subscribe for Shares, (iii) Shares issued upon conversion or exchange of another security, or (iv) rights to subscribe for any such securities, the Company shall notify the Depositary with a written opinion of such issuance or distribution and shall direct the Depositary in writing to that effecttake, or to cause the Custodian to take reasonable measures to prevent any violation of the securities laws of the United States. Nothing in this Section 5.07 5.7 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in with respect of any to a Distribution or to endeavor to have such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation registration statement to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writingbe declared effective. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (ia) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (iib) such the Company has delivered to the Depositary a written opinion of U.S. counsel to the Company to the effect that upon deposit, the Shares and the issuance of American Depositary Shares can be freely resold in respect thereof, is exempt from the U.S. without further registration under the Securities Act of 1933 as confirmed in an opinion of United States counsel, satisfactory to the Depositary, to that effectAct.

Appears in 1 contract

Samples: Deposit Agreement (Tianjin Capital Environmental Protection Co LTD)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary either (i) evidence satisfactory to the Depositary that the Distribution is registered under the Securities Act of 1933 or (ii) a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not that the Distribution requiresdoes not require, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would not require, registration under the Securities Act of 1933, provided, however, that counsel shall advise the Depositary as Company may elect not to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply furnish the Depositary with such an opinion and, if no such opinion is furnished to the Depositary, the Depositary, except in the case of a written opinion distribution under Section 4.3, elect not to that effectmake such Distribution available to the Owners and dispose of the securities being issued or distributed by the Company and distribute the net proceeds of such securities, if any, to the Owners entitled thereto, all in the manner set forth in Section 4.1 or take measures designed to prevent deposits of Restricted Securities, as applicable. Nothing in this Section 5.07 5.7 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writing. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any SharesShares that, either originally issued or previously issued and reacquired by at the time of deposit, are Restricted Securities. The Depositary shall make reasonable efforts to comply with the written instructions of the Company or not to knowingly accept for deposit hereunder any securities identified in such affiliateinstructions at such times and under such circumstances as may be specified in such instructions, unless (i) a Registration Statement is in effect as order to such Shares under facilitate the Securities Act Company’s compliance with the securities laws of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under the Securities Act of 1933 as confirmed in an opinion of United States counsel, satisfactory to the Depositary, to that effectStates.

Appears in 1 contract

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

Distribution of Additional Shares, Rights, etc. If The Company agrees that in the Company event of any future issuances or any affiliate of the Company determines to make any issuance or distribution distributions (collectively, a "Distribution") of (1a) additional SharesShares of any Series or other securities that are Deposited Securities of a particular Series ("ADS Securities"), (2b) rights rights, preferences or privileges to subscribe for SharesADS Securities, (3c) securities convertible into or exchangeable for Shares, ADS Securities or (4d) rights rights, preferences or privileges to subscribe for securities convertible into or exchangeable for ADS Securities, such securities (each a "Distribution"), Distribution shall be effected by the Company in a manner so as not to violate the Securities Act, or any securities or "Blue Sky" law of any relevant jurisdictions in the United States. The Company shall notify direct the Depositary in writing to take, or to cause the Custodian to take, specified, reasonable measures with respect to the acceptance for deposit of ADS Securities as shall be required to prevent any violation of the registration requirements of the Securities Act or any securities or "Blue Sky" law of any relevant jurisdictions in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the United States. The Company shall will promptly furnish to the Depositary evidence satisfactory to the Depositary and its counsel that a registration statement under the Securities Act is in effect with respect to such Distribution, or a written opinion from U.S. counsel for the Company that is Company, which counsel shall be reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, that registration under the Securities Act is not required with respect to such Distribution in order to prevent violation of 1933. If, in the opinion registration requirements of that counsel, the Distribution requires, or, if made Securities Act or any securities or "Blue Sky" law of any relevant jurisdictions in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise the Depositary as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply the Depositary with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writing. The Company agrees with the Depositary that neither the Company nor any person controlled by, controlling or under common control with the Company will at any time deposit any SharesADS Securities hereunder, either originally issued upon original issuance or upon a sale of ADS Securities previously issued and reacquired by the Company or by any such affiliateperson controlled by, controlling or under common control with the Company, unless (i) a Registration Statement is in effect as to such Shares ADS Securities have been registered under the Securities Act or an exemption from the registration requirements of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under the Securities Act of 1933 as confirmed in an opinion of United States counsel, satisfactory to the Depositary, to that effectis available.

Appears in 1 contract

Samples: Deposit Agreement (HSBC Holdings PLC)

Distribution of Additional Shares, Rights, etc. If The Company agrees that in the Company event of any future issuances or any affiliate of the Company determines to make any issuance or distribution distributions (collectively, a “Distribution”) of (1a) additional SharesShares of any Series or other securities that are Deposited Securities of a particular Series (“ADS Securities”), (2b) rights rights, preferences or privileges to subscribe for SharesADS Securities, (3c) securities convertible into or exchangeable for Shares, ADS Securities or (4d) rights rights, preferences or privileges to subscribe for securities convertible into or exchangeable for ADS Securities, such securities (each a "Distribution"), Distribution shall be effected by the Company in a manner so as not to violate the Securities Act, or any securities or “Blue Sky” law of any relevant jurisdictions in the United States. The Company shall notify direct the Depositary in writing to take, or to cause the Custodian to take, specified, reasonable measures with respect to the acceptance for deposit of ADS Securities as shall be required to prevent any violation of the registration requirements of the Securities Act or any securities or “Blue Sky” law of any relevant jurisdictions in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the United States. The Company shall will promptly furnish to the Depositary evidence satisfactory to the Depositary and its counsel that a registration statement under the Securities Act is in effect with respect to such Distribution, or a written opinion from U.S. counsel for the Company that is Company, which counsel shall be reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, that registration under the Securities Act is not required with respect to such Distribution in order to prevent violation of 1933. If, in the opinion registration requirements of that counsel, the Distribution requires, or, if made Securities Act or any securities or “Blue Sky” law of any relevant jurisdictions in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise the Depositary as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply the Depositary with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writing. The Company agrees with the Depositary that neither the Company nor any person controlled by, controlling or under common control with the Company will at any time deposit any SharesADS Securities hereunder, either originally issued upon original issuance or upon a sale of ADS Securities previously issued and reacquired by the Company or by any such affiliateperson controlled by, controlling or under common control with the Company, unless (i) a Registration Statement is in effect as to such Shares ADS Securities have been registered under the Securities Act or an exemption from the registration requirements of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under the Securities Act of 1933 as confirmed in an opinion of United States counsel, satisfactory to the Depositary, to that effectis available.

Appears in 1 contract

Samples: Deposit Agreement (HSBC Holdings PLC)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise the Depositary as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply the Depositary with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 or applicable state securities laws in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 or applicable state securities laws and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 19331933 and applicable state securities laws, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writing. The Company agrees with the Depositary that neither the Company nor any person controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement registration statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under Company delivers to the Securities Act of 1933 as confirmed in Depositary an opinion of United States counsel, satisfactory to the Depositary, to that effectthe effect that, upon deposit, those Shares will be eligible for public resale without restriction in the United States without further registration under the Securities Act of 1933.

Appears in 1 contract

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

Distribution of Additional Shares, Rights, etc. If The Company agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities securities, (each a "Distribution"), ) the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall will promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is Company, which counsel shall be reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise the Depositary as to whether or not there is requires a registration statement under the Securities Act of 1933 to be in effect that will cover that prior to making such Distribution and if requestedavailable to Owners entitled thereto. If in the opinion of such counsel a registration statement is required, supply such counsel shall furnish to the Depositary with a written opinion as to that effectwhether or not there is a Registration Statement in effect which will cover such Distribution. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writing. The Company agrees with the Depositary that neither the Company nor any person controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, an exemption is exempt from registration under provided by the Securities Act of 1933 1933. The Depositary will comply with the written instructions of the Company not to accept knowingly for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as confirmed may be specified in an opinion such instructions in order to facilitate the Company's compliance with the securities laws of the United States counsel, satisfactory to the Depositary, to that effectStates.

Appears in 1 contract

Samples: Deposit Agreement (Metal Storm LTD /Adr/)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. United States counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply Distribution. In the Depositary with a written opinion to event that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 would be required in respect of connection with any such securities or rights. In the event of any issuance of additional securitiesDistribution, the Company shall have no obligation to register effect such additional securities under the Securities Act of 1933 registration and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any absence of such additional securities registration, the Depositary shall (whether where applicable) pursuant to preemptive rights Section 4.02, 4.03 or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance 4.04 dispose of such additional securities and to adopt in accordance with such other specific measures as the Company may reasonably request in writingSections. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement registration statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration an exemption under the Securities Act of 1933 as confirmed is otherwise available in respect of such Shares or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to that effectthe effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933. Notwithstanding the foregoing, nothing in this Deposit Agreement shall create any obligation on the part of the Company (i) to file a registration statement with respect to the deposit of any Shares or other Deposited Securities, or the issuance of (x) additional Shares or other Deposited Securities, (y) rights to subscribe for such Shares or other Deposited Securities, securities convertible into or exchangeable for Shares or other Deposited Securities, (z) rights to subscribe for such securities, or to endeavor to have such a registration statement declared effective or (ii) to alter in any manner the terms and conditions of any offering or issuance of such Shares or other Deposited Securities, rights, or convertible or exchangeable securities.

Appears in 1 contract

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

Distribution of Additional Shares, Rights, etc. If The Company agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall will promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably Company, which counsel shall be satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration requires a Registration Statement under the Securities Act of 19331933 to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counselsuch counsel a Registration Statement is required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that such counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a Registration Statement in effect which will cover such Distribution. In the event that registration statement under the Securities Act of 1933 would be required in effect that will cover that Distribution and if requested, supply the Depositary connection with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securitiesDistribution, the Company shall have no obligation to register effect such additional securities under the Securities Act of 1933 registration and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any absense of such additional securities registration, the Depositary shall (whether where applicable) pursuant to preemptive rights Section 4.02, 4.03 or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance 4.04 dispose of such additional securities and to adopt such other specific measures as the Company may reasonably request in writingsecurities. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration an exemption under the Securities Act is otherwise available in respect of 1933 as confirmed such shares. Notwithstanding the foregoing, nothing in an opinion this Deposit Agreement shall create any obligation on the part of United States counsel, satisfactory the Company (i) to file a registration statement with respect to the Depositarydeposit of any Shares or other Deposited Securities, or the issuance of (x) additional Shares or other Deposited Securities, (y) rights to that effectsubscribe for such Shares or other Deposited Securities, securities convertible or exchangeable for Shares or other Deposited Securities or (z) rights to subscribe for such securities, or to endeavor to have such a registration statement declared effective or (ii) to alter in any manner the terms and conditions of any offering or issuance of such Shares or other Deposited Securities, rights or convertible or exchangeable securities.

Appears in 1 contract

Samples: Deposit Agreement (Dai Nippon Printing Co LTD)

Distribution of Additional Shares, Rights, etc. If The Depositary shall not be required to make any distribution pursuant to Sections 4.02, 4.03 or 4.04 unless the Company shall instruct it to do so and, at the request of the Depositary, the Company shall provide the Depositary with evidence reasonably satisfactory to the Depositary (including a legal opinion as provided for below) that such distribution is legally permissible. The Company agrees with Owners to take all actions necessary, including providing the Depositary with written instructions as required above and the opinions required pursuant to this Section, to cause the distribution to Owners of all Shares, rights and anything else distributed to the holders of Shares to the same extent and in the same form as any distributions made to the holders of Shares, except that Owners shall receive Receipts in lieu of Shares when Shares are distributed to holders of Shares. The Company agrees with Owners to register Shares, rights, Receipts and any other securities to be distributed under applicable laws, if required thereunder, and to take all other actions necessary to permit those distributions to be made to the Owners entitled thereto. The Company agrees with Owners that it shall not make any distribution to the holders of Shares or offer or cause to be offered to the holders of any Shares any rights to subscribe for additional Shares or any affiliate securities, property or rights of any other nature, unless (i) such distribution or offer is substantially contemporaneously made to Owners and (ii) in the case of rights, such Owners can exercise the rights upon the payment of the applicable exercise price and otherwise on substantially the same terms as rights offered to holders of Shares, subject to any payments in accordance with Section 5.09. The Company determines to make agrees that in the event of any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall will promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably Company, which counsel shall be satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration requires a Registration Statement under the Securities Act of 19331933 to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counselsuch counsel a Registration Statement is required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that such counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 Registration Statement in effect that which will cover that Distribution and if requested, supply the Depositary with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writingDistribution. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in registration is not required thereunder. The Depositary shall have no obligations or be subject to any liability with respect thereof, is exempt from registration under the Securities Act of 1933 as confirmed in an opinion of United States counsel, satisfactory to the Depositary, to that effectCompany's obligations set forth in this Section.

Appears in 1 contract

Samples: Deposit Agreement (Vivendi Universal)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply the Depositary with a written opinion to that effectDistribution. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to To the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional any securities under the Securities Act of 1933Act, the Company may prevent Owners in the United States from receiving any distribution and from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) pursuant to that distribution, and the Company may direct the Depositary not to accept any refuse deposits of Shares for deposit for such period of time following the issuance of such additional securities that distribution and to adopt such other specific measures as the Company and the Depositary may reasonably request in writingagree. The Company agrees with the Depositary that neither the Company nor any entity or person controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act Act. The Depositary shall make reasonable efforts to comply with the written instructions of 1933 or (ii) the Company not to knowingly accept for deposit hereunder any securities identified in such depositinstructions, and in order to facilitate the issuance Company’s compliance with the securities laws of Shares in respect thereof, is exempt from registration under the Securities Act of 1933 as confirmed in an opinion of United States counsel, satisfactory to the Depositary, to that effectStates.

Appears in 1 contract

Samples: Deposit Agreement (O2micro International LTD)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply the Depositary with a written opinion to that effectDistribution. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writing. The Company agrees with the Depositary that neither the Company nor any person controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under the Securities Act of 1933 as confirmed in Company delivers an opinion of United States counsel, satisfactory to the Depositary, to that effectthe effect that, upon deposit, those Shares will be eligible for unrestricted public resale in the United States without further registration under the Securities Act of 1933.

Appears in 1 contract

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

Distribution of Additional Shares, Rights, etc. If The Depositary shall not be required to make any distribution pursuant to Sections 4.02, 4.03 or 4.04 unless the Company or any affiliate shall instruct it to do so and, at the request of the Depositary, the Company determines shall provide the Depositary with evidence reasonably satisfactory to make the Depositary (including a legal opinion as provided for below) that such distribution is legally permissible. The Company agrees with Owners to take all actions necessary, including providing the Depositary with written instructions as required above and the opinions required pursuant to this Section, to cause the distribution to Owners of all Shares, rights and anything else distributed to the holders of Shares to the same extent and in the same form as any distributions made to the holders of Shares, except that Owners shall receive Receipts in lieu of Shares when Shares are distributed to holders of Shares. The Company agrees with Owners to register Shares, The Company agrees that in the event of any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall will promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably Company, which counsel shall be satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration requires a Registration Statement under the Securities Act of 19331933 to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counselsuch counsel a Registration Statement is required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that such counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 Registration Statement in effect that which will cover that Distribution and if requested, supply the Depositary with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writingDistribution. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in registration is not required thereunder. The Depositary shall have no obligations or be subject to any liability with respect thereof, is exempt from registration under the Securities Act of 1933 as confirmed in an opinion of United States counsel, satisfactory to the Depositary, to that effectCompany's obligations set forth in this Section.

Appears in 1 contract

Samples: Deposit Agreement (Vivendi)

Distribution of Additional Shares, Rights, etc. If The Company agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution that is intended to be deposited hereunder by or on behalf of the Company of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares issued upon conversion or exchangeable for Sharesexchange of another security, or (4) rights to subscribe for such securities securities, (each a "Distribution"), the Company shall promptly notify the Depositary in writing in English as promptly as practicable Depositary, and in any event before upon the Distribution starts and, if requested in writing by request of the Depositary, the Company shall will promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is Company, which counsel shall be reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration requires a Registration Statement under the Securities Act of 1933to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counselsuch counsel a Registration Statement is required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that such counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 Registration Statement in effect that which will cover such Distribution. With respect to any issuance or distribution that Distribution is not covered by the first sentence of this paragraph of (i) additional Shares, (ii) rights to subscribe for Shares, (iii) Shares issued upon conversion or exchange of another security, or (iv) rights to subscribe for any such securities, the Company shall notify the depositary of such issuance or distribution and if requested, supply shall direct the Depositary with a written opinion in writing to that effecttake specified, reasonable measures to prevent any violation of the securities laws of the United States. Nothing in this Section 5.07 5.7 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in with respect of any to a Distribution, or to endeavor to have such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writinga registration statement declared effective. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act or the Company has delivered to the Depositary a written opinion of 1933 or (ii) such deposit, and U.S. counsel to the issuance of Shares in respect thereof, is exempt from effect that registration under the Securities Act of 1933 as confirmed would not be required if such Shares were sold in an opinion of the United States counsel, satisfactory to the Depositary, to that effectStates.

Appears in 1 contract

Samples: Deposit Agreement (Commercial International Bank Egypt S a E)

Distribution of Additional Shares, Rights, etc. If The Issuer agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities securities, (each a "Distribution"), ) the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company Issuer shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is Issuer, which counsel shall be reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration requires a Registration Statement under the Securities Act of 1933to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counselsuch counsel a Registration Statement is required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that such counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 Registration Statement in effect that which will cover that Distribution and if requested, supply the Depositary with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rightsDistribution. In the event of any issuance of additional securitiessecurities or any Distribution, the Company Issuer shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company Issuer in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933Act, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive pre-emptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period periods of time following the issuance of such additional securities and to adopt such other specific measures as the Company Issuer may reasonably request in writingwriting in order to facilitate the Issuer’s compliance with the securities laws of the United States. The Company Issuer agrees with the Depositary that neither the Company Issuer nor any person (as such term is defined in the Securities Act) controlled by, controlling or under common control with the Company Issuer will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company Issuer or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under the Securities Act of 1933 as confirmed in an opinion of United States counsel, satisfactory to the Depositary, to that effectAct.

Appears in 1 contract

Samples: Deposit Agreement (Sare Holding Sa De Cv)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply the Depositary with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writingDistribution. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under Company delivers to the Securities Act of 1933 as confirmed in Depositary an opinion of United States counsel, reasonably satisfactory to the Depositary, to that effectthe effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933. Nothing in this Deposit Agreement shall create any obligation on the part of the Company to file a registration statement under the Securities Act of 1933 with respect to any Distribution. To the extent the Company in its sole discretion deems it necessary or advisable in order to avoid any requirement to register securities under the Securities Act of 1933, it may prevent Owners in the United States from purchasing securities (whether pursuant to preemptive rights or otherwise) and may instruct the Depositary not to accept certain Shares reasonably identified in such instruction for deposit for such period of time following the issuance of such additional securities or to adopt such other specific measures as the Company may reasonably request.

Appears in 1 contract

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

Distribution of Additional Shares, Rights, etc. If The Depositary shall not be required to make any distribution pursuant to Sections 4.02, 4.03 or 4.04 of the Deposit Agreement unless the Company shall instruct it to do so and, at the request of the Depositary, the Company shall provide the Depositary with evidence reasonably satisfactory to the Depositary (including a legal opinion as provided for below) that such distribution is legally permissible. The Company agrees with Owners to take all actions necessary, including providing the Depositary with written instructions as required above and the opinions required pursuant to this Article, to cause the distribution to Owners of all Shares, rights and anything else distributed to the holders of Shares to the same extent and in the same form as any distributions made to the holders of Shares, except that Owners shall receive Receipts in lieu of Shares when Shares are distributed to holders of Shares. The Company agrees with Owners to register Shares, rights, Receipts and any other securities to be distributed under applicable laws, if required thereunder, and to take all other actions necessary to permit those distributions to be made to the Owners entitled thereto. The Company agrees with Owners that it shall not make any distribution to the holders of Shares or offer or cause to be offered to the holders of any Shares any rights to subscribe for additional Shares or any affiliate securities, property or rights of any other nature, unless (i) such distribution or offer is substantially contemporaneously made to Owners and (ii) in the case of rights, such Owners can exercise the rights upon the payment of the applicable exercise price and otherwise on substantially the same terms as rights offered to holders of Shares, subject to any payments in accordance with Section 5.09 of the Deposit Agreement. The Company determines to make agrees that in the event of any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall will promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably Company, which counsel shall be satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration requires a Registration Statement under the Securities Act of 19331933 to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counselsuch counsel a Registration Statement is required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that such counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 Registration Statement in effect that which will cover that Distribution and if requested, supply the Depositary with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writingDistribution. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in registration is not required thereunder. The Depositary shall have no obligations or be subject to any liability with respect thereof, is exempt from registration under the Securities Act of 1933 as confirmed in an opinion of United States counsel, satisfactory to the Depositary, to that effectCompany's obligations set forth in Section 5.07 of the Deposit Agreement and this Article 25.

Appears in 1 contract

Samples: Deposit Agreement (Vivendi Universal)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply the Depositary with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writingDistribution. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under Company delivers to the Securities Act of 1933 as confirmed in Depositary an opinion of United States counsel, reasonably satisfactory to the Depositary, to that effectthe effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933. Notwithstanding the foregoing, the Company's obligations with respect to any company controlling or under common control with the Company shall be limited to using its best efforts to prevent deposits by the preceding sentence. Nothing in this Deposit Agreement shall create any obligation on the part of the Company to file a registration statement under the Securities Act of 1933 with respect to any Distribution. To the extent the Company in its sole discretion deems it necessary or advisable in order to avoid any requirement to register securities under the Securities Act of 1933, it may prevent Owners in the United States from purchasing securities (whether pursuant to preemptive rights or otherwise) and may instruct the Depositary not to accept certain Shares reasonably identified in such instruction for deposit for such period of time following the issuance of such additional securities or to adopt such other specific measures as the Company may reasonably request.

Appears in 1 contract

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

Distribution of Additional Shares, Rights, etc. If The Company agrees that in the Company or any affiliate event of the Company determines to make (1) any issuance or distribution of (1) additional Shares, (2) any issuance or distribution of rights to subscribe for Shares, (3) any issuance or distribution of securities convertible into or exchangeable for Shares, or (4) rights a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to subscribe any reclassification of Deposited Securities, merger or consolidation in which Deposited Securities will become or be exchanged for securities of a person other than their issuer or transfer of assets of the issuer of such Deposited Securities in consideration of the issuance of securities of the recipient or any of its affiliates, (5) a distribution of securities other than Shares (each a "Distribution"“Transaction”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts andwill, if requested required in writing by the reasonable judgment of the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is Company, which counsel shall be reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made Transaction requires a registration statement under the Securities Act of 1933 to be in effect (or is exempt from the United States, would require, registration requirements under the Securities Act of 1933) (i) for each of the Transactions referred to in (1), (2), (3) and (5) above, prior to making the securities to be distributed in such Transaction available to Owners entitled thereto, and (ii) for any Transaction described in (4) above, prior to the solicitation of the vote on such Transaction described in (4) above. If, If in the opinion of that counselsuch counsel a registration statement is required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that such counsel shall advise furnish to the Depositary written evidence as to whether or not there is a registration statement under the Securities Act of 1933 in effect that which will cover that Distribution and if requested, supply the Depositary with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writingTransaction. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with by the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement registration statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such depositthe Company furnishes to the Depositary a written opinion from U.S. counsel for the Company, and the issuance of Shares in respect thereof, is exempt from registration under the Securities Act of 1933 as confirmed in an opinion of United States counsel, which counsel shall be reasonably satisfactory to the Depositary, stating that the offer and sale of the ADSs representing such Shares are exempt from registration under that Act. The Company will advise each person who, to the best knowledge of the Company, controls, or is under common control with, the Company that effectsuch person is subject to the same restrictions on the deposit of Shares as the Company and persons controlled by the Company.

Appears in 1 contract

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

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise the Depositary as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply the Depositary depositary with a written opinion to that effect. Nothing in this Section 5.07 5.7 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writing. The Company agrees with the Depositary that neither the Company nor any person controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under the Securities Act of 1933 as confirmed in Depositary has received an opinion of United States counsel, satisfactory to the Depositary, to that effectthe effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933.

Appears in 1 contract

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

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if reasonably requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply the Depositary with a written opinion to that effectDistribution. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writing. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under Company delivers to the Securities Act of 1933 as confirmed in Depositary an opinion of United States counsel, satisfactory counsel to the DepositaryCompany to the effect that the Shares to be deposited are permissible deposits under the General Instructions to the Form F-6 Registration Statement, as amended from time to that effecttime under the Securities Act.

Appears in 1 contract

Samples: Deposit Agreement (White Energy Co LTD)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply the Depositary with a written opinion to that effectDistribution. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writing. The Company agrees with the Depositary that neither the Company nor any company, person or other entity controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under Company delivers to the Securities Act of 1933 as confirmed in Depositary an opinion of United States counsel, satisfactory to the Depositary, to that effectthe effect that, upon deposit, those Shares will be eligible for unrestricted public resale in the United States without further registration under the Securities Act of 1933.

Appears in 1 contract

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

Distribution of Additional Shares, Rights, etc. If The Company agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution, other than such issuance or distribution which by its terms is required to occur entirely outside the United States in accordance with Regulation S, of (1) additional ad­ditional Shares (except Shares distributed by way of a divi­dend in Shares), (2) rights to subscribe sub­scribe for Shares, (3) securities secu­rities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities securities, (each a "DistributionDistri­bution")) in any case as a dividend or distribution with re­spect to the Deposited Securi­ties, if reasonably requested by the Depositary the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall will promptly furnish to the Depositary De­positary a written opinion from U.S. counsel for the Company that is reasonably Company, which counsel shall be reason­ably satisfactory to the DepositaryDeposi­tary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration requires a Reg­istration Statement under the Securities Act of 19331933 to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counselsuch counsel a Regis­tration Statement is required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that such counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a Registration Statement in ef­fect which will cover such Dis­tribution. If registration statement under the Securities Act of 1933 would be required in effect that will cover that Distribution and if requested, supply the Depositary connection with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securitiesDistribution to Holders, the Company shall have no obligation to effect such registration and, in the absence of such registration, the Depositary shall dispose of such distributed securities and make the net proceeds of such disposition available to Holders as provided in Section 4.05 above. In the event of any Distribution other than as a dividend or other distribution with respect to Deposited Secu­rities, the company shall have no obligation to register such additional distributed securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities securi­ties under the Securities Act of 1933, may prevent Owners Holders in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares shares for deposit for such period pe­riod of time following the issuance of such additional securities and to adopt such other specific measures as the Company company may reasonably reason­ably request in writing. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under un­der common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Reg­istration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under the Securities Act of 1933 as confirmed in an opinion of United States counsel, satisfactory to the Depositary, to that effect1933.

Appears in 1 contract

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

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply the Depositary with a written opinion to that effectDistribution. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writing. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under Company delivers to the Securities Act of 1933 as confirmed in Depositary an opinion of United States counsel, satisfactory to the Depositary, to that effectthe effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933. The Depositary will make reasonable efforts to comply with the written instructions of the Company not to accept knowingly for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may be specified in such instructions in order to facilitate the Company’s compliance with the securities laws of the United States.

Appears in 1 contract

Samples: Deposit Agreement (Norse Energy Corp. ASA)

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary either (i) evidence satisfactory to the Depositary that the Distribution is registered under the Securities Act of 1933 or (ii) a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not that the Distribution requiresdoes not require, or, if made in the United States, would not require, registration under the Securities Act of 1933. If, in In the opinion of event that counsel, the Distribution requires, or, if made in the United States, would require, such registration under the Securities Act of 1933, that counsel shall advise the Depositary as to whether or not there is a registration statement under the Securities Act of 1933 would be required in effect that will cover that Distribution and if requested, supply the Depositary connection with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securitiesDistribution, the Company shall have no obligation to register effect such additional securities under the Securities Act of 1933 registration and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive pre-emptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writing. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any SharesShares that, either originally issued or previously issued and reacquired by at the time of deposit, are Restricted Securities. The Depositary will comply with the written instructions of the Company or not to accept knowingly for deposit hereunder any Shares identified in such affiliate, unless (i) a Registration Statement is instructions at such time and under such circumstances as may be reasonably specified in effect as such instructions in order to such Shares under facilitate the Securities Act Company’s compliance with the securities laws of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under the Securities Act of 1933 as confirmed in an opinion of United States counsel, satisfactory to the Depositary, to that effectStates.

Appears in 1 contract

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

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for or purchase Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for or purchase such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary either (i) evidence satisfactory to the Depositary that the Distribution is registered under the Securities Act of 1933 or (ii) a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not that the Distribution requiresdoes not require, or, if made in the United States, would not require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise the Depositary as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply the Depositary with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance or Distribution of additional securities, rights or securities the Company shall have no obligation to register such additional the issuance or Distribution of those rights or securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional the issuance or Distribution of those rights or securities under the Securities Act of 1933, or to prevent the Company from being required to register as an "investment company" as defined under the Investment Company Act of 1940, as amended, the Company may prevent Owners in the United States from receiving or purchasing any such additional rights or securities (whether pursuant to preemptive or subscription rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such a period of time following the issuance or Distribution of such additional those rights or securities and to adopt such other specific measures as the Company may reasonably request in writingwriting to avoid that registration requirement. If the Company takes or intends to take an action that could require it to be registered as an “investment company,” as defined under the Investment Company Act of 1940, as amended, the Company shall notify the Depositary as soon as practicable. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any SharesShares that, either originally issued or previously issued and reacquired by at the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act time of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under the Securities Act of 1933 as confirmed in an opinion of United States counsel, satisfactory to the Depositary, to that effectare Restricted Securities.

Appears in 1 contract

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

Distribution of Additional Shares, Rights, etc. If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution and if requested, supply the Depositary with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 and, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933, may prevent Owners in the United States from purchasing any such additional securities (whether pursuant to preemptive rights or otherwise) and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writingDistribution. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under Company delivers to the Securities Act of 1933 as confirmed in Depositary an opinion of United States counsel, reasonably satisfactory to the Depositary, to that effectthe effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933. Nothing in this Deposit Agreement shall create any obligation on the part of the Company to file a registration statement under the Securities Act of 1933 with respect to any Distribution. To the extent the Company in its sole discretion deems it necessary or advisable in order to avoid any requirement to register securities under the Securities Act of 1933, it may prevent Owners in the United States from purchasing securities (whether pursuant to preemptive rights or otherwise) and may instruct the Depositary in writing not to accept certain Shares reasonably identified in such instruction for deposit for such period of time following the issuance of such additional securities or to adopt such other specific measures as the Company may reasonably request in writing.

Appears in 1 contract

Samples: Deposit Agreement (Nighthawk Energy PLC)

Distribution of Additional Shares, Rights, etc. If The Company agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall will promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is Company, which counsel shall be reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration requires a Registration Statement under the Securities Act of 19331933 to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counselsuch counsel a Registration Statement is required, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that such counsel shall advise furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 Registration Statement in effect that which will cover that Distribution and if requested, supply such Distribution. The Company may elect not to furnish the Depositary with a written such an opinion and, if no such opinion is furnished to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement the Depositary, the Depositary shall create any obligation on not make such Distribution available to the part Owners but, subject to applicable law, shall dispose of the securities being issued or distributed by the Company or and distribute the Depositary to file a registration statement under the Securities Act net proceeds of 1933 in respect of any such securities or rights. In the event of any issuance of additional securities, the Company shall have no obligation to register such additional securities under the Securities Act of 1933 andif any, to the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to register such additional securities under the Securities Act of 1933Owners entitled thereto, may prevent Owners all in the United States from purchasing any such additional securities (whether pursuant to preemptive rights manner set forth in Sections 4.01, 4.02, 4.03 or otherwise) 4.04 and direct the Depositary not to accept any Shares for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures 4.05, as the Company may reasonably request in writingapplicable. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and 1933. In the event of any issuance of Shares in respect thereofany additional securities, is exempt from registration the Company shall have no obligation to register such additional securities under the Securities Act of 1933 1933. The Depositary shall make reasonable efforts to comply with the written instructions of the Company not to knowingly accept for deposit hereunder any securities identified in such instructions at such times and under such circumstances as confirmed may be specified in an opinion such instructions, in order to facilitate the Company's compliance with the securities laws of the United States counsel, satisfactory to the Depositary, to that effectof America.

Appears in 1 contract

Samples: Deposit Agreement (Aluminum Corp of China LTD)

Distribution of Additional Shares, Rights, etc. If The Company agrees that in the Company or any affiliate event of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for any such securities securities, including, without limitation, the circumstances described in Section 4.08 hereof (each a "Distribution"), the Company shall will notify the Depositary in writing in English as promptly soon as practicable and in any event before the Distribution starts and, if reasonably requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. United States counsel for the Company that is reasonably Company, which counsel shall be reasonable satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, requires a registration statement under the Securities Act of 1933to be in effect prior to making such Distribution available to Owners entitled thereto. If, If in the opinion of that counselsuch counsel a registration statement is required, such written opinion shall include a statement to the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall advise the Depositary effect as to whether or not there is a registration statement in effect which will cover such Distribution. In any event that registration under the Securities Act of 1933 would be required in effect that will cover that Distribution and if requested, supply the Depositary connection with a written opinion to that effect. Nothing in this Section 5.07 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company or the Depositary to file a registration statement under the Securities Act of 1933 in respect of any such securities or rights. In the event of any issuance of additional securitiesDistribution if made to Owners, the Company shall have no obligation to register effect such additional securities under the Securities Act of 1933 and, to registration. To the extent the Company in its discretion deems it necessary or advisable in order to avoid any requirement to or register such additional securities under the Securities Act of 1933Act, the Company may prevent Owners in the United States from receiving any such Distributions or purchasing any such additional securities (whether pursuant to preemptive rights right or otherwise) and direct give the Depositary written instructions directing the Depositary not to accept any Shares or other securities for deposit for such period of time following the issuance of such additional securities and to adopt such other specific measures as the Company may reasonably request in writing. The Depositary agrees with the Company that it shall use reasonable efforts to comply with such instructions it receives from the Company. The Company agrees with the Depositary that neither the Company nor any person company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless (i) a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or (ii) such deposit, and the issuance of Shares in respect thereof, is exempt from registration under the Securities Act of 1933 as confirmed in an opinion of United States counsel, satisfactory to the Depositary, to that effectAct.

Appears in 1 contract

Samples: Deposit Agreement (Inversiones Aguas Metropolitanas S.A.)

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