The Depository Trust Company Clause Samples

The Depository Trust Company. The Securities shall be eligible for clearance and settlement through the Depository Trust Company. If any condition specified in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representative by notice to the Company at any time on or prior to the Closing Date, which termination shall be without liability on the part of any party to any other party, except that Sections 4, 6, 7 and 8 hereof shall at all times be effective and shall survive such termination.

The Depository Trust Company. Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its articles of incorporation, bylaws and applicable law, rule or regulation, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

The Depository Trust Company. The Company will coordinate with the Representatives and use its best efforts to permit the Debentures to be eligible for clearance and settlement through the facilities of the Depository Trust Company.

The Depository Trust Company. The ADS Rights Agent shall make the ADS Rights available to DTC and its participants via DTC’s applicable function upon the terms described in the Prospectus, including, without limitation, the ability to exercise ADS Rights and to instruct the sale of ADS Rights.

The Depository Trust Company. The Agent shall make the ADS Rights available to DTC and its participants via DTC’s applicable function upon the terms described in the Prospectus, including, without limitation, the ability to exercise ADS Rights, to instruct the sale of ADS Rights, to apply for additional New ADSs pursuant to the Overallotment Option and to exercise ADS Rights by means of the Guaranteed Delivery Procedures. The Agent shall instruct DTC to require its participants who exercise ADS Rights (including pursuant to the Overallotment Option) to certify that the ADS Rights are being exercised only on behalf of investors who are located or residents in an Eligible Jurisdiction.

The Depository Trust Company. The Securities shall be eligible for clearance and settlement through The Depository Trust Company, as Depositary. No restrictive legend relating to the Securities Act need be placed upon any Securities (other than Securities issued pursuant to Section 2.15(a)(ii)(y)).

The Depository Trust Company. Registered Notes denominated in United States dollars will, if so specified in the relevant Pricing Supplement, be the subject of an application by the Issuer to The Depository Trust Company ("DTC") for the acceptance of such Registered Notes into DTC's book-entry settlement system. If such application is accepted, one or more Registered Global Notes (each a "DTC Note") in denominations equivalent in aggregate to the aggregate principal amount of relevant Registered Notes which are to be held in such system will be issued to DTC and registered in the name of Cede & Co., or such other person as may be nominated by DTC for the purpose, as nominee for DTC. Thereafter, such registered nominee will be the holder of record and entitled to rights in respect of each DTC Note. Accordingly, each person having a beneficial interest in a DTC Note must rely on the procedures of the institutions having accounts with DTC to exercise any rights of such person. So long as Registered Notes are traded through DTC's book-entry settlement system, ownership of beneficial interest in the relevant DTC Note will (unless otherwise required by applicable law) be shown on, and transfers of such beneficial interest may be effected only through, records maintained by (i) DTC or its registered nominee (as to DTC Participant-interests) or (ii) institutions having accounts with DTC (including, without limitation, Morg▇▇ ▇▇▇ranty Trust Company of New York, Brussels office, as operator of Euroclear System ("Euroclear") and Cedel Bank, sociJtJ anonyme ("Cedel")).