Tender and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities. (a) The Depositary shall not tender any Deposited Securities in response to any voluntary cash tender offer, exchange offer or similar offer made to holders of Deposited Securities (a “Voluntary Offer”), except when instructed in writing to do so by an Owner surrendering American Depositary Shares and subject to any conditions or procedures the Depositary may require.
Tender and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities. The depositary will not tender deposited securities in any voluntary tender or exchange offer unless instructed to do so by an Owner surrendering ADSs and subject to any conditions or procedures the depositary may establish. If deposited securities are redeemed for cash in a transaction that is mandatory and binding on the depositary as a holder of deposited securities, the depositary will call for surrender of a corresponding number of ADSs on a pro rata basis and distribute the net redemption money to the Owners of called ADSs upon surrender of those ADSs. If there is any change in the deposited securities such as a subdivision, combination or other reclassification, or any merger, consolidation, recapitalization or reorganization affecting Toyota in which the depositary receives new securities or other property in exchange for or in lieu of the old deposited securities (a “replacement”), the depositary will hold such new securities or other property as deposited securities under the deposit agreement. However, if the depositary decides it would not be lawful or practical to hold such new deposited securities because those new deposited securities could not be distributed to Owners or for any other reason, the depositary may instead sell the new deposited securities and distribute the net proceeds upon surrender of the ADSs. If there is a replacement and the depositary will continue to hold the new deposited securities, the depositary may call for the surrender of outstanding ADRs to be exchanged for new ADRs specifically describing the new deposited securities and the number of new deposited securities represented by each ADS. If the number of Shares represented by each ADS decreases as a result of a replacement, the depositary may call for surrender of the ADSs to be exchanged for a lesser number of ADSs and may sell ADSs to the extent necessary to avoid distributing fractions of ADSs in that exchange and distribute the net proceeds of that sale to the Owners entitled to them.
