Common use of Reporting Obligations and Regulatory Approvals Clause in Contracts

Reporting Obligations and Regulatory Approvals. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. In particular, each Holder and each Beneficial Owner agrees to comply with all applicable provisions of German law and the Company's Articles of Association regarding the notification of such person's interest in Shares, which provisions at the date of the Agreement include Sections 15a, 21, 22, 25, 25a and 27a of the German Securities Trading Act (Wertpapierhandelsgesetz). The Company has informed the Depositary that, as of the date of the Agreement, the statutory notification obligations of the German Securities Trading Act apply to anyone whose holding, either directly or by way of imputation pursuant to the provisions of Section 22 of the German Securities Trading Act, of voting rights in the Company reaches or exceeds 3%, 5%, 10%, 15%, 20%, 25%, 30%, 50% or 75% or, after having reached or exceeded any such threshold, falls below that threshold. Each Holder and each Beneficial Owner acknowledges that failure to provide any required notification of an interest in Shares not later than four trading days from reaching, exceeding or falling below the relevant threshold may result in withholding of certain rights, including voting and dividend rights, in respect of the Shares in which such Holder or Beneficial Owner has an interest. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements and obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

Appears in 3 contracts

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

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Reporting Obligations and Regulatory Approvals. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. In particular, each Holder and each Beneficial Owner agrees to comply with all applicable provisions of German law and the Company's ’s Articles of Association regarding the notification of such person's ’s interest in Shares, which provisions at the date of the Agreement include (but are not limited to) Sections 15a, 21, 22, 25, 25a and 27a of the German Securities Trading Act (Wertpapierhandelsgesetz). The Company has informed the Depositary that, as of the date of the Deposit Agreement, the statutory notification obligations of the German Securities Trading Act apply to anyone whose holding, either directly or by way of imputation pursuant to the provisions of Section 22 of the German Securities Trading Act, of voting rights (including financial and other instruments that enable the holder thereof to acquire (of record or beneficially) shares with voting rights) in the Company reaches or exceeds 3%, 5%, 10%, 15%, 20%, 25%, 30%, 50% or 75% or, after having reached or exceeded any such threshold, falls below that threshold. Each Holder and each Beneficial Owner acknowledges that failure to provide any required notification of an interest in Shares (including financial and other instruments that enable the holder thereof to acquire (of record or beneficially) shares with voting rights) not later than four trading days from reaching, exceeding or falling below the relevant threshold may result in withholding of certain rights, including voting and dividend rights, in respect of the Shares in which such Holder or Beneficial Owner has an interest. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements and obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates Affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

Appears in 2 contracts

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

Reporting Obligations and Regulatory Approvals. 1 Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. In particular, each Holder and each Beneficial Owner agrees to comply with all applicable provisions of German law and the Company's ’s Articles of Association regarding the notification of such person's ’s interest in Shares, which provisions at the date of the Agreement include (but are not limited to) Sections 15a, 21, 22, 25, 25a and 27a of the German Securities Trading Act (Wertpapierhandelsgesetz). The Company has informed the Depositary that, as of the date of the Agreement, the statutory notification obligations of the German Securities Trading Act apply to anyone whose holding, either directly or by way of imputation pursuant to the provisions of Section 22 of the German Securities Trading Act, of voting rights (including financial and other instruments that enable the holder thereof to acquire (of record or beneficially) shares with voting rights) in the Company reaches or exceeds 3%, 5%, 10%, 15%, 20%, 25%, 30%, 50% or 75% or, after having reached or exceeded any such threshold, falls below that threshold. Each Holder and each Beneficial Owner acknowledges that failure to provide any required notification of an interest in Shares (including financial and other instruments that enable the holder thereof to acquire (of record or beneficially) shares with voting rights) not later than four trading days from reaching, exceeding or falling below the relevant threshold may result in withholding of certain rights, including voting and dividend rights, in respect of the Shares in which such Holder or Beneficial Owner has an interest. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements and obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates Affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations. 1 German counsel to review and confirm.

Appears in 1 contract

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

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Reporting Obligations and Regulatory Approvals. Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. In particular, each Holder and each Beneficial Owner agrees to comply with all applicable provisions of German law and the Company's ’s Articles of Association regarding the notification of such person's ’s interest in Shares, which provisions at the date of the Agreement include (but are not limited to) Sections 15a, 21, 22, 25, 25a and 27a of the German Securities Trading Act (Wertpapierhandelsgesetz). The Company has informed the Depositary that, as of the date of the Agreement, the statutory notification obligations of the German Securities Trading Act apply to anyone whose holding, either directly or by way of imputation pursuant to the provisions of Section 22 of the German Securities Trading Act, of voting rights (including financial and other instruments that enable the holder thereof to acquire (of record or beneficially) shares with voting rights) in the Company reaches or exceeds 3%, 5%, 10%, 15%, 20%, 25%, 30%, 50% or 75% or, after having reached or exceeded any such threshold, falls below that threshold. Each Holder and each Beneficial Owner acknowledges that failure to provide any required notification of an interest in Shares (including financial and other instruments that enable the holder thereof to acquire (of record or beneficially) shares with voting rights) not later than four trading days from reaching, exceeding or falling below the relevant threshold may result in withholding of certain rights, including voting and dividend rights, in respect of the Shares in which such Holder or Beneficial Owner has an interest. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements and obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates Affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

Appears in 1 contract

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

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