Issuance of Restricted ADSs Sample Clauses

Issuance of Restricted ADSs. In the event that any Notes are converted by an Affiliate of the Company or otherwise not convertible into freely transferable securities, the Company may need to cause restricted Shares to be issued and deposited with the Custodian and may need to instruct the Depositary to issue Restricted ADSs in respect thereof, in each case upon the terms set forth in a Restricted ADS Letter Agreement to be entered into by the Company and the Depositary (the “Restricted ADS Letter Agreement”).
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Issuance of Restricted ADSs. The Depositary shall issue Restricted ADSs hereunder upon (a) the deposit of Shares with the Custodian in accordance with the provisions hereof, (b) receipt by the Depositary of issuance instructions in proper form, and (c) compliance with any other applicable provisions of the Deposit Agreement (as incorporated herein) and the form of ADR (as incorporated herein). Until such time as the Depositary has received an opinion of U.S. counsel to the Company reasonably acceptable to the Depositary (or, at the option of the Company and the Depositary, counsel to the Depositee), which opinion (the "Opinion") shall be in form and substance reasonably satisfactory to counsel to the Depositary stating (y) that in connection with the resale of the Restricted ADSs, the Shares underlying the Restricted ADSs have been registered under the Securities Act or that such Restricted ADSs (as well as those Restricted ADSs issued on the transfer, split-up or combination thereof) may be freely transferred without registration under the Securities Act or pursuant to an applicable exemption from the registration requirements thereof, or (z) that neither the Restricted ADSs nor the Shares represented thereby are "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act and that any legend on such Restricted ADSs may be removed, any Restricted ADSs issued in connection with a Transaction shall be issued in book-entry form on the books of the Depositary.
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Issuance of Restricted ADSs. The Depositary shall issue Restricted ADSs hereunder upon (a) the deposit by the Company of Limited Transfer Securities with the Custodian in accordance with the provisions hereof; (b) receipt by the Depositary of (i) issuance instructions in compliance with the provisions of this Restricted Issuance Agreement, (ii) the Certificate and Agreement of the Company set forth in Exhibit B hereof (or such other form as the Depositary may reasonably request) with respect to such Restricted ADSs and the underlying Shares represented thereby (“Underlying Shares”), and (iii) such other certifications, agreements and documents as the Depositary may reasonably request, each in form and substance satisfactory to the Depositary; and (c) compliance with any other applicable provisions of this Restricted Issuance Agreement (including compliance with the provisions of the Unrestricted Deposit Agreement as incorporated by reference herein and revised hereby) and the form of Restricted ADR (attached as Exhibit A hereto).
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Issuance of Restricted ADSs. This Restricted ADR is one of the Restricted ADRs issued under the Restricted Issuance Agreement. Subject to the further terms and provisions of the Restricted Issuance Agreement, the Depositary, its affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its affiliates and in Restricted ADSs. In its capacity as Depositary, the Depositary shall not lend Shares or Restricted ADSs. Every person depositing Shares under the Restricted Issuance Agreement represents and warrants that such Shares are validly issued and outstanding, fully paid, nonassessable and free of pre-emptive rights, that the person making such deposit is duly authorized so to do. Such representations and warranties shall survive the deposit of Shares and issuance of Restricted ADRs. The Depositary may refuse to accept for deposit under the Restricted Issuance Agreement any Shares required to be registered under the Securities Act of 1933 and not so registered. The Depositary may refuse to accept for such deposit any Shares identified by the Company in order to facilitate the Company’s compliance with such Act.
Sample 1
Issuance of Restricted ADSs. In the event that any Notes are converted (i) by an Affiliate of the Company or (ii) within six (6) months after the issuance of the Notes, the Company may need to cause restricted CPOs to be issued and deposited with the Custodian and may need to instruct the Depositary to issue Restricted ADSs in respect thereof, in each case upon the terms set forth in the Restricted ADS Letter Agreement entered into by the Company and the Depositary as of the date hereof (the “Restricted ADS Letter Agreement”).
Sample 1

Related to Issuance of Restricted ADSs

  • Issuance of Restricted Shares (a) The Restricted Shares are issued to the Recipient, effective as of the Grant Date (as set forth on the cover page of this Agreement), in consideration of employment services rendered and to be rendered by the Recipient to the Company.

  • Issuance of Restricted Stock On the date hereof the Company issues to the Participant the Restricted Stock subject to the Restrictions and other conditions set forth in this Award Agreement. The Company shall cause the Restricted Stock to be issued in the name of the Participant or held in book entry form, but if a stock certificate is issued it shall be delivered to and held in custody by the Company until the Restrictions lapse or such Restricted Stock is forfeited. As a further condition to the Company’s obligations under this Award Agreement, the Participant’s spouse, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit A.

  • Notification of Restrictions Notify the Business Associate of any restriction to the use or disclosure of PHI that County has agreed to in accordance with 45 CFR §164.522, to the extent that such restriction may affect the Business Associate’s use or disclosure of PHI.

  • Transfer of Restricted Securities (a) Restricted Securities are transferable only pursuant to (i) Public Offerings, (ii) Rule 144 of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available and (iii) subject to the conditions specified in clause (b) below, any other legally available means of transfer.

  • Award of Restricted Shares The Committee hereby awards to the Awardee [insert # of shares] Restricted Shares. All such Restricted Shares shall be subject to the restrictions and forfeiture provisions contained in Sections 4, 5 and 6, such restrictions and forfeiture provisions to become effective immediately upon execution of this Agreement by the parties hereto.

  • List of Restricted Securities Owners From time to time, the Company shall provide to the Depositary a list setting forth, to the actual knowledge of the Company, those persons or entities who beneficially own Restricted Securities and the Company shall update that list on a regular basis. The Company agrees to advise in writing each of the persons or entities so listed that such Restricted Securities are ineligible for deposit hereunder. The Depositary may rely on such a list or update but shall not be liable for any action or omission made in reliance thereon.

  • Grant of Restricted Shares (a) The Company hereby grants to the Grantee an award (the “Award”) of shares of Common Stock of the Company (the “Shares” or the “Restricted Shares”) on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan.

  • Termination of Restrictions Except as set forth in Section 9.3 hereof, the restrictions imposed by this Section 9 upon the transferability of Restricted Securities shall cease and terminate as to any particular Restricted Securities: (a) which shall have been effectively registered under the Securities Act, or (b) when, in the opinions of both counsel for the holder thereof and counsel for the Company, such restrictions are no longer required in order to insure compliance with the Securities Act or Section 10 hereof. Whenever such restrictions shall cease and terminate as to any Restricted Securities, the Holder thereof shall be entitled to receive from the Company, without expense (other than applicable transfer taxes, if any), new securities of like tenor not bearing the applicable legends required by Section 9.1 hereof.

  • Delivery of Restricted Stock 7.1 Except as otherwise provided in Section 7.2 hereof, evidence of the book entry of Shares or, if requested by you prior to such lapse of restrictions, a stock certificate with respect to the Shares of Performance Based Restricted Stock for which the restrictions have lapsed pursuant to Section 3, 4 or 5 hereof, shall be delivered to you as soon as practicable following the date on which the restrictions on such Shares of Performance Based Restricted Stock have lapsed, free of all restrictions hereunder.

  • Vesting of Restricted Shares The Restricted Shares are subject to forfeiture to the Company until they become nonforfeitable in accordance with this Section 2. While subject to forfeiture, the Restricted Shares may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law.

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