Proxy Bank definition
Examples of Proxy Bank in a sentence
Insofar as the Custodian elects to act as Proxy Bank it shall not be acting as an agent, or otherwise on behalf of, the Depositary.
The Company shall have the right to appoint and terminate the Proxy Bank in its sole and absolute discretion, and in the event of termination or resignation of the Proxy Bank, the Company shall have the right to appoint another Proxy Bank in its sole and absolute discretion, but shall give notice thereof to the Depositary.
Subject to the following paragraphs of this Section 13, if no specific voting instructions are received by the Depositary from any Holder (to whom a notice was sent by the Depositary) with respect to the Deposited Securities, such Holder shall be deemed, and the Depositary shall deem such Holder, to have instructed the Depositary to give a proxy to the Proxy Bank to vote such Deposited Securities in accordance with Section 135 of the German Stock Corporation Act.
Notwithstanding anything to the contrary in this Deposit Agreement, if the Company appoints a proxy bank in accordance with Sections 128 and 135 of the German Stock Corporation Act (Aktiengesetz) for the Deposited Securities (the "Proxy Bank"), the Company shall give notice thereof to the Depositary and the Depositary shall give notice thereof to the Holders of ADSs in the materials distributed thereunder to Holders of ADSs as of the ADS Record Date.
Notwithstanding anything to the contrary in this Deposit Agreement, if the Company appoints a proxy bank in accordance with Sections 128 and 135 of the German Stock Corporation Act (Aktiengesetz) for the Deposited Securities (the "Proxy Bank"), the Company shall give notice thereof to the Depositary and the Depositary shall give notice thereof to the Holders of ADSs in the materials distributed hereunder to Holders of ADSs as of the ADS Record Date.
Notwithstanding any registration or exercise of an Irrevocable Proxy, Bank shall not be deemed the owner of, or assume any obligations of the owner or holder of any Shares Collateral unless and until Bank accepts such obligations in writing or otherwise takes steps to foreclose its Lien in the Shares Collateral and become the owner thereof under applicable law (including via sale as described in this Agreement.
Subject to the following paragraphs of this Section 12, if no specific voting instructions are received by the Depositary from any Holder (to whom a notice was sent by the Depositary) with respect to the Deposited Securities, such Holder shall be deemed, and the Depositary shall deem such Holder, to have instructed the Depositary to give a proxy to the Proxy Bank to vote such Deposited Securities in accordance with Section 135 of the German Stock Corporation Act.
Anything in the Deposit Agreement to the contrary notwithstanding, in the event that the Proxy Bank shall fail to supply the Recommendation to the Depositary at least twenty-one (21) calendar days prior to any meeting of holders of Shares or other Deposited Nothing in the Deposit Agreement shall be construed to grant to a Voter any voting rights with respect to Deposited Securities to which, by their terms, voting rights do not otherwise attach.
The Company agrees that the fees and expenses incurred by the Depositary from the Proxy Bank shall be paid for by the Company.