Pre-Release Transaction shall have the meaning set forth in Section 5.10.
Pre-Release Transaction means any transaction entered into by the Depositary (other than any such transaction to which the Company is a party) to implement or carry out anyone or more Pre-Releases (including without limitation any transaction pursuant to Section 2.09), but does not include the execution and delivery, transfer or exchange, or surrender and cancellation of any Pre-released Receipts or any other act performed or omitted in accordance with the provisions of this Deposit Agreement or the Receipts. In addition, for the avoidance of doubt, it is understood that the first sentence of this paragraph shall not apply to any liability or expense which may arise out of any misstatement or alleged misstatement or omission or alleged omission in any registration statement, proxy statement, prospectus (or placement memorandum) or preliminary prospectus (or preliminary placement memorandum) relating to the offer or sale of American Depositary Shares, except to the extent any such liability or expense arises out of (i) information relating to the Depositary or any Custodian (other than the Company), as applicable, furnished in writing and not materially changed or altered by the Company expressly for use in any of the foregoing documents, or, (ii) if such information is provided, the failure to state a material fact necessary to make the information provided not misleading. Table of Contents The Depositary agrees to indemnify the Company, its directors, employees, agents and affiliates and hold them harmless from any liability or expense (including, but not limited to, the reasonable fees and expenses of counsel) which may arise out of acts performed or omitted by the Depositary or its Custodian or their respective directors, employees, agents and affiliates due to their negligence or bad faith. The obligations set forth in this Section 5.08 shall survive the termination of this Deposit Agreement and the succession or substitution of any indemnified person. Any person seeking indemnification hereunder (an “Indemnified Person”) shall notify the person from whom it is seeking indemnification (the “Indemnifying Person”) of the commencement of any indemnifiable action or claim promptly after such Indemnified Person becomes aware of such commencement and shall consult in good faith with the Indemnifying Person as to the conduct of the defense of such action or claim, which defense shall be reasonable under the circumstances. No Indemnified Person shall compromise or settle any such act...
Pre-Release Transaction has the meaning set forth in Section 4.3
Examples of Pre-Release Transaction in a sentence
The Depositary shall only issue ADSs in whole numbers and deliver, if applicable, ADR(s) evidencing whole numbers of ADSs. Nothing herein shall prohibit any Pre-Release Transaction upon the terms set forth in the Deposit Agreement.
More Definitions of Pre-Release Transaction
Pre-Release Transaction means any transaction entered into by the Depositary (other than any such transaction to which the Issuer is a party) to implement or carry out any one or more Pre-releases (including without limitation any transaction pursuant to Section 2.9), but does not include the execution and delivery, transfer or exchange, or surrender and cancellation of any Pre-released Receipts or any other act performed or omitted in accordance with the provisions of this Deposit Agreement or the Receipts. In addition, for the avoidance of doubt, it is understood that the first sentence of this subparagraph shall not apply to any liability or expense which may arise out of any misstatement or alleged misstatement or omission or alleged omission in any registration statement, proxy statement, prospectus (or placement memorandum) or preliminary prospectus (or preliminary placement memorandum) relating to the offer or sale of American Depositary Shares, except to the extent any such liability or expense arises out of (i) information relating to the Depositary or any Custodian (other than the Issuer), as applicable, furnished in writing and not materially changed or altered by the Issuer expressly for use in any of the foregoing documents, or, (ii) if such information is provided, the failure to state a material fact necessary to make the information provided not misleading. The Depositary agrees to indemnify the Issuer, its directors, employees, agents and affiliates and hold each of them harmless from any liability or expense (including, but not limited to, the fees and expenses of counsel) which may arise out of acts performed or omitted by the Depositary, the Registrar or any Custodian or their respective directors, employees, agents and affiliates arising out of their negligence or bad faith. The obligations set forth in this Section 5.8 shall survive the termination of this Deposit Agreement and any succession or substitution of any person indemnified hereby.
Pre-Release Transaction shall have the meaning set forth in Section 5.10. Section 1.29 “Principal Office” shall mean, when used with respect to the Depositary, the principal office of the Depositary at which at any particular time its depositary receipts business shall be administered, which, at the date of the Deposit Agreement, is located at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, X.X.X. Section 1.30 “Registrar” shall mean the Depositary or any bank or trust company having an office in the Borough of Manhattan, The City of New York, which shall be appointed by the Depositary to register issuances, transfers and cancellations of ADSs as herein provided, and shall include any co-registrar appointed by the Depositary for such purposes. Registrars (other than the Depositary) may be removed and substitutes appointed by the Depositary. Each Registrar (other than the Depositary) appointed pursuant to the Deposit Agreement shall be required to give notice in writing to the Depositary accepting such appointment and agreeing to be bound by the applicable terms of the Deposit Agreement. Section 1.31 “Restricted Securities” shall mean Shares, Deposited Securities or ADSs which (i) have been acquired directly or indirectly from the Company or any of its Affiliates in a transaction or chain of transactions not involving any public offering and are subject to resale limitations under the Securities Act or the rules issued thereunder, or (ii) are held by an executive officer or director (or persons performing similar functions) or other Affiliate of the Company, or (iii) are subject to other restrictions on sale or deposit under the laws of the United States, England and Wales, or under a shareholder agreement or the Articles of Association of the Company or under the regulations of an applicable securities exchange unless, in each case, such Shares, Deposited Securities or ADSs are being transferred or sold to persons other than an Affiliate of the Company in a transaction (a) covered by an effective resale registration statement, or (b) exempt from the registration requirements of the Securities Act (as hereinafter defined), and the Shares, Deposited Securities or ADSs are not, when held by such person(s), Restricted Securities.
Pre-Release Transaction shall have the meaning set forxx xx Section 5.10.
Pre-Release Transaction shall have the meaning set forth in Section 5.10...............................................5 Section 1.29. Principal Office...........................................5 Section 1.30. Registrar..................................................5 Section 1.31. Restricted Securities......................................5 Section 1.32. Restricted ADR(s); Restricted ADS(s); Restricted Shares.....................................................5 Section 1.33. Scheme of Arrangement......................................5 Section 1.34. Securities Act.............................................5 Section 1.35. Share Registrar............................................5 Section 1.36. Shares.....................................................6 Section 1.37. Uncertificated ADS(s)......................................6 Section 1.38. United States..............................................6 Section 1.39. Voting Record Date.........................................6