Common use of Distribution of Additional Shares, Rights, etc Clause in Contracts

Distribution of Additional Shares, Rights, etc. The Company agrees that in the event of any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company will promptly furnish to the Depositary a written opinion from recognized counsel in the United States to the Company stating whether or not the Distribution requires a Registration Statement under the Securities Act of 1933 to be in effect prior to making such Distribution available to Holders entitled thereto. If in the opinion of such counsel a registration statement under the Securities Act of 1933 is required, such counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement in effect which will cover such Distribution. The Company agrees with the Depositary that neither the Company nor any of its affiliates (as such term is defined in Rule 144 under the Securities Act of 1933) will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless such Shares or proposed transactions are exempt from registration under the Securities Act of 1933 or unless a registration statement is in effect as to such Shares under the Securities Act of 1933. Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Appears in 5 contracts

Samples: Deposit Agreement (Chunghwa Telecom Co LTD), Deposit Agreement (Chunghwa Telecom Co LTD), Deposit Agreement (Chunghwa Telecom Co LTD)

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Distribution of Additional Shares, Rights, etc. The Company agrees that in the event of any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company will promptly furnish to the Depositary a written opinion from recognized U.S. counsel in for the United States Company, which counsel shall be reasonably satisfactory to the Company Depositary, stating whether or not the Distribution requires a Registration Statement under the Securities Act of 1933 to be in effect prior to making such Distribution available to Holders Owners entitled thereto. If in the opinion of such counsel a registration statement under the Securities Act of 1933 Registration Statement is required, such counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement Registration Statement in effect which will cover such Distribution. The Company will have no obligation hereunder to register such Shares or rights under the Securities Act of 1933. The Company agrees with the Depositary that neither the Company nor any of its affiliates (as such term is defined in Rule 144 company controlled by, controlling or under common control with the Securities Act of 1933) Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless such Shares or proposed transactions are exempt from registration under the Securities Act of 1933 or unless a registration statement Registration Statement is in effect as to such Shares under the Securities Act of 1933. Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Appears in 5 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (British Lead Co PLC)

Distribution of Additional Shares, Rights, etc. The Company agrees that in the event of any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities securities, (each a "Distribution"), ”) the Company will provide advance notice to the Depositary of such Distribution and, if reasonably requested in writing by the Depositary, will promptly furnish to the Depositary a written opinion from recognized U.S. counsel in for the United States Company that is reasonably satisfactory to the Company Depositary stating whether or not the Distribution requires a Registration Statement registration statement under the Securities Act of 1933 to be in effect prior to making such Distribution available to Holders Owners entitled thereto. If in the opinion of such counsel a registration statement under the Securities Act of 1933 is required, such counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement in effect which will cover such Distribution. In the event that such registration under the Securities Act of 1933 would be required in connection with any such Distribution, the Company shall have no obligation to effect such registration. The Company agrees with the Depositary that neither the Company nor any of its affiliates (as such term is defined in Rule 144 company controlled by, controlling or under common control with the Securities Act of 1933) Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless such Shares or proposed transactions are exempt from registration under the Securities Act of 1933 or unless a registration statement is in effect as to such Shares under the Securities Act of 1933. Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Appears in 3 contracts

Samples: Deposit Agreement (Masisa S.A.), Deposit Agreement (Terranova S A), Deposit Agreement (Masisa S.A.)

Distribution of Additional Shares, Rights, etc. The If the Company agrees that in or any affiliate of the event of Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company will shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from recognized counsel in the United States either (i) evidence satisfactory to the Company stating whether or not Depositary that the Distribution requires a Registration Statement is registered under the Securities Act of 1933 or (ii) a written opinion from U.S. counsel for the Company that is reasonably satisfactory to be in effect prior to making such the Depositary, stating that the Distribution available to Holders entitled thereto. If does not require, or, if made in the opinion of such counsel a United States, would not require, registration statement under the Securities Act of 1933 is required, such counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement in effect which will cover such Distribution1933. The Company agrees with the Depositary that neither the Company nor any of its affiliates (as such term is defined in Rule 144 company controlled by, controlling or under common control with the Securities Act of 1933) Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless such Shares or proposed transactions are exempt from registration under the Securities Act of 1933 or unless a registration statement Registration Statement is in effect as to such Shares under the Securities Act of 1933. Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate 1933 or the Company delivers to file any the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States free of all restrictions and conditions without further registration statement in respect under the Securities Act of any proposed transaction1933.

Appears in 3 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Anheuser-Busch InBev SA/NV), Deposit Agreement (Bank of New York / Adr Division)

Distribution of Additional Shares, Rights, etc. The Company Issuer agrees that in the event of any issuance or distribution by the Issuer of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities securities, (each a "Distribution"), ) the Company Issuer will promptly furnish to the Depositary a written opinion from recognized U.S. counsel in for the United States Issuer, which counsel shall be reasonably satisfactory to the Company Depositary, stating whether or not the Distribution requires a Registration Statement under the Securities Act of 1933 to be in effect prior to making such Distribution available to Holders Owners entitled thereto. If in the opinion of such counsel a registration statement under the Securities Act of 1933 Registration Statement is required, such counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement Registration Statement in effect which will cover such Distribution. The Company Issuer agrees with the Depositary that neither the Company Issuer nor any of its affiliates (as such term is defined in Rule 144 company controlled by, controlling or under common control with the Securities Act of 1933) Issuer will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company Issuer or any such affiliate, unless such Shares or proposed transactions are exempt from registration under the Securities Act of 1933 or unless a registration statement Registration Statement is in effect as to such Shares under the Securities Act of 1933. Notwithstanding anything else contained Nothing in this Deposit Agreement, nothing Section 5.7 or elsewhere in this Deposit Agreement shall be deemed to obligate create any obligation on the Company part of the Issuer or the Depositary to file any a registration statement in respect of any proposed transactionsuch securities or rights.

Appears in 3 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Flamel Technologies Sa), Deposit Agreement (Activcard Sa)

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Distribution of Additional Shares, Rights, etc. The Company agrees that in the event of any issuance or distribution distribu­tion of (1) additional ad­ditional Shares, (2) rights to subscribe sub­scribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities securities, (each a "DistributionDistri­bution"), ) the Company will promptly furnish to the Depositary a written opinion from recognized U.S. counsel in for the United States Company, which coun­sel shall be reasonably satisfactory to the Company Depositary, stating whether or not the Distribution requires a Registration Statement under registration statement un­der the Securities Act of 1933 to be in effect prior to making such Distribution available to Holders Owners entitled thereto. If in the opinion of such counsel a registration statement under the Securities Act of 1933 is requiredre­quired, such counsel shall furnish to the Depositary a written writ­ten opinion as to whether or not there is a registration statement Registration Statement in effect ef­fect which will cover such Distribution. Nothing in this Section 5.7 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company to file a registration statement with respect to a Distribution or to endeavor to have any registration statement declared effective. The Company agrees with the Depositary that neither the Company nor any of its affiliates (as such term is defined in Rule 144 under the Securities Act of 1933) Affiliates will at any time deposit any Shares, either originally issued or previously issued and reacquired re­acquired by the Company or any such affiliateAffiliate, unless such Shares or proposed transactions are exempt from registration under the Securities Act of 1933 or unless a registration reg­istra­tion statement is in effect as to such Shares under the Securities Act of 1933. Notwithstanding anything else contained , or an exemption from such registration requirement is, in this Deposit Agreementthe view of Company, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transactionavailable.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Distribution of Additional Shares, Rights, etc. The Company agrees that in the event of any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities securities, (each a "Distribution"), ) the Company will provide advance notice to the Depositary of such Distribution and, if reasonably requested in writing by the Depositary, will promptly furnish to the Depositary a written opinion from recognized U.S. counsel in for the United States Company that is reasonably satisfactory to the Company Depositary stating whether or not the Distribution requires a Registration Statement registration statement under the Securities Act of 1933 to be in effect prior to making such Distribution available to Holders Owners entitled thereto. If in the opinion of such counsel a registration statement under the Securities Act of 1933 is required, such counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement in effect which will cover such Distribution. In the event that such registration under the Securities Act of 1933 would be required in connection with any such Distribution, the Company shall have no obligation to effect such registration. The Company agrees with the Depositary that neither the Company nor any of its affiliates (as such term is defined in Rule 144 company controlled by, controlling or under common control with the Securities Act of 1933) Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless such Shares or proposed transactions are exempt from registration under the Securities Act of 1933 or unless a registration statement is in effect as to such Shares under the Securities Act of 1933. Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Appears in 1 contract

Samples: Deposit Agreement (Terranova S A)

Distribution of Additional Shares, Rights, etc. The Company agrees that in the event of any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a "Distribution"), the Company will will, if requested by the Depositary in writing in advance, promptly furnish to the Depositary a written opinion from recognized U.S. counsel in for the United States Company, which counsel shall be reasonably satisfactory to the Company Depositary, stating whether or not the Distribution requires a Registration Statement Statementregistration statement under the Securities Act of 1933 to be in effect prior to making such Distribution available to Holders Owners entitled thereto. If in the opinion of such counsel a registration Registration Statementregistration statement under the Securities Act of 1933 is required, such counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration Registration Statementregistration statement in effect which will cover such Distribution. The Company agrees with the Depositary that neither the Company nor any of its affiliates (as such term is defined in Rule 144 company controlled by, controlling or under common control with the Securities Act of 1933) Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless such Shares or proposed transactions are exempt from registration under the Securities Act of 1933 or unless a registration statement Registration Statement is in effect as to such Shares under the Securities Act of 1933. Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

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