Restrictions upon Ownership Sample Clauses

Restrictions upon Ownership. (a) The Holders and Beneficial Owners of ADRs acknowledge and agree (i) that each ADR, and the terms upon which it is held by such Holders and Beneficial Owners, is subject to the Articles of Association of the Company (the "Articles"), (ii) that (except as otherwise provided in the Articles) such Holder's ADRs represent an Interest (as defined in the Articles) in the Shares underlying such ADSs evidenced by ADRs, (iii) that so long as the Articles provide a means by which the Company may, in accordance with the Articles, limit the Interests (as defined for this purpose in the Articles) that Relevant Persons (as defined in the Articles and including, without limitation, non-United Kingdom nationals) may have in such relevant share capital (the "Foreign Interest Limitation"), such Holder and Beneficial Owner will be bound by the Foreign Interest limitation and the Directors have a duty to take action in certain circumstances and in accordance with the Articles to enforce the Foreign Interest Limitation against such Holder and Beneficial Owner (including, without limitation, making provision for the withdrawal of the right of such Holder and Beneficial Owner to direct the voting of the Shares underlying such Holder's and Beneficial Owner's ADRs and the forced sale of all or part of such Shares if a sufficient disposal or disposals of or of Interests in such Shares has not been made to the Directors' satisfaction within 21 days or such longer period as the Directors consider reasonable) after service upon the Depositary or its nominee of a notice requiring such disposal) or against other Holders, Beneficial Owners or holders of Shares, (iv) that such Holder, to the extent it may legally do so, will provide such information as lies in its knowledge without further investigation that is requested by the Company under statutory provisions of English law or the Articles, which requests may seek, among other things, information as to the capacity in which such Holder or Beneficial Owner holds ADRs and the nature and extent of the Interests of such Holder or Beneficial Owner or other persons in the Shares underlying such Holders' ADRs and (v) that the Articles provide that any resolution or determination of, or any decision or the exercise of any discretion or power by, the Directors under the provisions of the Articles concerning the Foreign Interest Limitation shall be final and conclusive and not open to challenge and the Directors shall not be obliged to give a...
Sample 1Sample 2Sample 3See All (11)
AutoNDA by SimpleDocs
Restrictions upon Ownership. (a) Each Owner and Beneficial Owner of Receipts acknowledges and agrees that (i) each Share, and the terms upon which it is held by the Depositary, is subject to and governed by the Constitution and the provisions of Section 3.4 of this Deposit Agreement shall apply notwithstanding any other provision in this Deposit Agreement to the contrary, (ii) except as otherwise provided in the Constitution, such Owner's or Beneficial Owner's Receipts represent a Relevant Interest in Voting Shares (as defined in the Constitution and hereinafter referred to as “Shares” for purposes of subparagraphs (a) to (g) of this Section 3.4) (iii), (a) no person shall have a Relevant Interest in 10 percent or more of the total Shares outstanding other than in accordance with the prior written approval of the Kiwi Shareholder (as defined in the Constitution) and the Board of Directors of the Issuer (the "Board") and (b) no person other than a New Zealand National (as defined in the Constitution) shall have a Relevant Interest in more than 49.9 percent of the total Shares outstanding, other than in accordance with the prior written approval of the Kiwi Shareholder (such limitations being hereinafter referred to collectively as the "Limitation", and Shares designated by a notice described in subparagraph (d) herein as a Disenfranchisement Notice as being declared to be held in breach of the Limitation being hereinafter referred to as "Affected Shares"), (iv) any Owner or Beneficial Owner of Receipts or any other person shall be bound by the Limitation, (v) the Board and/or the Kiwi Shareholder may, under the Constitution, enforce the Limitation against the Depositary or the Custodian or any of their respective nominees (including without limitation, causing the withdrawal of the right of the Depositary or the Custodian or any of their respective nominees to vote Affected Shares, or causing a sale of all or part of the Affected Shares), and (vi) each Owner or Beneficial Owner of Receipts shall, on behalf of the Depositary or Custodian, provide information required by, and comply with requests from the Issuer, the Board or the Kiwi Shareholder to provide information pursuant to New Zealand law, the rules and requirements of the New Zealand Stock Exchange, and any other stock exchange on which the Shares are, or will be, quoted, traded or listed or the Constitution, including among other things, information in such form as the Issuer, the Board or the Kiwi Shareholder may request as to...
Sample 1See All (7)
Restrictions upon Ownership. So long as the Articles of Associations of the Company (i) limit the number of Shares in which any holder of Shares may be interested, or (ii) authorize the Company to take certain actions (including disenfranchisement and withholding of dividends) in respect of Shares held by a person who does not respond properly to a notice from the Company requiring details of his interest in those Shares, notwithstanding any contrary provision of the Deposit Agreement, each Holder agrees that such limitations shall be applicable to and enforceable by the Company against such Holder and such Holder's ADRs as if they were, to the extent practicable, the Shares represented thereby and the Depositary agrees to use its reasonable efforts to comply with any written instructions received from the Company requesting that the Depositary take the reasonable actions specified therein to apply and enforce such limitations (including disenfranchisement and disposal) against specified Holders (other than The Depository Trust Company ("DTC") or its nominees), provided that the Company shall indemnify the Depositary and hold it harmless from any expense or liability incurred in complying with such instructions. The Depositary shall not be required to take any actions with respect to DTC or its nominees other than the providing of notice and the forwarding of information and requests thereto.
Sample 1Sample 2See All (4)
Restrictions upon Ownership. (a) Each Owner acknowledges and agrees that (i) so long as the Company's Memorandum and Articles of Association ("Articles of As­­­sociation") limit the percentage of Foreign-held Shares (as defined therein) each Owner is bound by such limitation (the "Limitation"), (ii) Shares held by the Depositary hereunder are deemed to be Foreign-held Shares in accordance with the Articles of Association in effect on the date hereof, and (iii) any exercise of any discretion or power by the Company or the Depositary concerning the Limitation shall be final and conclusive and binding upon each Owner.
Sample 1
Restrictions upon Ownership. SECTION 3.05 Continuing Representations and Warranties of Owners and Holders. SECTION 3.06 Disclosure of Interests.
Sample 1

Related to Restrictions upon Ownership

  • Restrictions on Ownership The Series A Preferred Partnership Units shall be owned and held solely by the General Partner.

  • RESTRICTIONS UPON FUNDING The Bank shall have no obligation to set aside, earmark or entrust any fund or money with which to pay its obligations under this Executive Plan. The Executive, their beneficiary(ies), or any successor in interest shall be and remain simply a general creditor of the Bank in the same manner as any other creditor having a general claim for matured and unpaid compensation. The Bank reserves the absolute right, at its sole discretion, to either fund the obligations undertaken by this Executive Plan or to refrain from funding the same and to determine the extent, nature and method of such funding. Should the Bank elect to fund this Executive Plan, in whole or in part, through the purchase of life insurance, mutual funds, disability policies or annuities, the Bank reserves the absolute right, in its sole discretion, to terminate such funding at any time, in whole or in part. At no time shall any Executive be deemed to have any lien nor right, title or interest in or to any specific funding investment or to any assets of the Bank. If the Bank elects to invest in a life insurance, disability or annuity policy upon the life of the Executive, then the Executive shall assist the Bank by freely submitting to a physical exam and supplying such additional information necessary to obtain such insurance or annuities.

  • Limitations Upon Transfer All rights under this Agreement shall belong to you alone and may not be transferred, assigned, pledged, or hypothecated by you in any way (whether by operation of law or otherwise), other than by will or the laws of descent and distribution and shall not be subject to execution, attachment, or similar process. Upon any attempt by you to transfer, assign, pledge, hypothecate, or otherwise dispose of such rights contrary to the provisions in this Agreement or the Plan, or upon the levy of any attachment or similar process upon such rights, such rights shall immediately become null and void.

  • Restriction on Transferability Prior to vesting and delivery of the Shares, neither the mPRSUs, nor the Shares or any beneficial interest therein, may be sold, transferred, pledged, assigned, or otherwise alienated at any time. Any attempt to do so contrary to the provisions hereof shall be null and void. Notwithstanding the above, distribution can be made pursuant to will, the laws of descent and distribution, and if provided by the Administrator, intra-family transfer instruments, or to an inter vivos trust, or as otherwise provided by the Administrator. The terms of this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Participant.

  • Ownership Restrictions Notwithstanding any other provision in the Deposit Agreement or any ADR, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including, but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described in this Section 3.5.

  • Restriction on Transfer of Option Unless otherwise determined by the Committee in accordance with the Plan, (a) no part of the Option shall be Transferable other than by will or by the laws of descent and distribution and (b) during the lifetime of the Participant, the Option may be exercised only by the Participant or the Participant’s guardian or legal representative. Any attempt to Transfer the Option other than in accordance with the Plan shall be void.

  • Restriction on Transfer of Warrants The Holder of a Warrant Certificate, by the Holder's acceptance thereof, covenants and agrees that the Warrants are being acquired as an investment and not with a view to the distribution thereof, and that the Warrants may not be sold, transferred, assigned, hypothecated or otherwise disposed of, in whole or in part, for a period of one (1) year from the date hereof, except to the Designees.

  • Restriction on Transfer of Shares Proxies and Non-Interference. Beginning on the date hereof and ending on the later to occur of (A) last date the Stock Options are exercisable pursuant to Section 3 hereof and (B) the date that all of the Stockholder's obligations under Section 2 have terminated, except as contemplated by this Agreement or the Merger Agreement, no Stockholder shall, directly or indirectly, (i) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Shares or any interest therein; (ii) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit any of the Shares into a voting trust or enter into a voting agreement with respect to any of the Shares; or (iii) take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations under this Agreement. Notwithstanding anything to the contrary provided in this Agreement, a Stockholder shall have the right to make Permitted Transfers of Shares. The Stockholder agrees with, and covenants to, Sub that beginning on the date hereof and ending on the last date the Stock Options are exercisable pursuant to Section 3 hereof, the Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Shares, unless such transfer is made in compliance with this Agreement (including the provisions of Section 2 hereof).

  • Restrictions on Transfer of Restricted Shares The Restricted Shares subject to this grant may not be assigned, exchanged, pledged, sold, transferred or otherwise disposed of by Grantee, except to the Company, until the Restricted Shares have become nonforfeitable in accordance with Sections 3, 4 and 5 hereof. The Grantee’s rights with respect to such purported transfer in violation of the provisions of this Section 2 of this Agreement shall be null and void, and the purported transferee shall obtain no rights with respect to such Restricted Shares.

  • Ownership and Transfer of Shares The Trust or a transfer or similar agent for the Trust shall maintain a register containing the names and addresses of the Shareholders of each Series and Class thereof, the number of Shares of each Series and Class held by such Shareholders, and a record of all Share transfers. The register shall be conclusive as to the identity of Shareholders of record and the number of Shares held by them from time to time. The Trustees may authorize the issuance of certificates representing Shares and adopt rules governing their use. The Trustees may make rules governing the transfer of Shares, whether or not represented by certificates. Except as otherwise provided by the Trustees, Shares shall be transferable on the books of the Trust only by the record holder thereof or by his duly authorized agent upon delivery to the Trustees or the Trust's transfer agent of a duly executed instrument of transfer, together with a Share certificate if one is outstanding, and such evidence or the genuineness of each such execution and authorization and of such other matters as may be required by the Trustees. Upon such delivery, and subject to any further requirements specified by the Trustees or contained in the By-laws, the transfer shall be recorded on the books of the Trust. Until a transfer is so recorded, the Shareholder of record of Shares shall be deemed to be the holder of such Shares for all purposes hereunder and neither the Trustees nor the Trust, nor any transfer agent or registrar or any officer, employee or agent of the Trust, shall be affected by any notice of a proposed transfer.

Time is Money Join Law Insider Premium to draft better contracts faster.