Common use of REDEMPTION AND REPURCHASE Clause in Contracts

REDEMPTION AND REPURCHASE. If the Company intends to exercise any right of redemption or repurchase in respect of any of the Deposited Securities, the Company shall give timely notice thereof to the Depositary which shall set forth the particulars of the proposed redemption or repurchase. Upon timely receipt of (i) such notice and (ii) satisfactory documentation given by the Company to the Depositary within the terms of Section 5.7, (iii) the provision by the Company to the Depositary of a legal opinion (at the expense of the Company) reasonably satisfactory to the Depositary that such redemption or repurchase is allowed under applicable law and only if the Depositary shall have determined that such proposed redemption or repurchase is practicable, the Depositary shall provide to each Holder a notice setting forth the intended exercise by the Company of the redemption or repurchase rights and any other particulars set forth in the Company’s notice to the Depositary. The Depositary shall instruct the Custodian to present to the Company the Deposited Securities in respect of which redemption or repurchase rights are being exercised against payment of the applicable redemption or repurchase price. Upon receipt of confirmation from the Custodian that the redemption or repurchase has taken place and that funds representing the redemption or repurchase price have been received, the Depositary shall convert, transfer, and distribute the proceeds (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary, and (b) taxes), retire ADSs and cancel Receipts, if applicable, upon delivery of such ADSs by Holders thereof and the terms set forth in Sections 4.1 and 6.2 hereof. If less than all outstanding Deposited Securities are redeemed or repurchased, the ADSs to be retired will be selected by lot or on a pro rata basis, as may be determined by the Depositary. The redemption or repurchase price per ADS shall be the dollar equivalent of the per share amount received by the Depositary (adjusted to reflect the ADS(s)-to-Share(s) ratio) upon the redemption or repurchase of the Deposited Securities represented by ADSs (subject to the terms of Section 4.6 hereof and the applicable fees and charges of, and expenses incurred by, the Depositary, and taxes) multiplied by the number of Deposited Securities represented by each ADS redeemed or repurchased.

Appears in 8 contracts

Samples: Deposit Agreement (GDC Technology LTD), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (YY Inc.)

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REDEMPTION AND REPURCHASE. If the Company intends to exercise any right of redemption or repurchase in respect of any of the Deposited Securities, the Company shall give timely notice thereof to the Depositary which shall set forth the particulars of the proposed redemption or repurchase. Upon timely receipt of (i) such notice and (ii) satisfactory documentation given by the Company to the Depositary within the terms of Section 5.7, (iii) the provision by the Company to the Depositary of a legal opinion (at the expense of the Company) reasonably satisfactory to the Depositary that such redemption or repurchase is allowed under applicable law and only if the Depositary shall have determined that such proposed redemption or repurchase is practicable, the Depositary shall provide to each Holder a notice setting forth the intended exercise by the Company of the redemption or repurchase rights and any other particulars set forth in the Company’s notice to the Depositary. The Depositary shall instruct the Custodian to present to the Company the Deposited Securities in respect of which redemption or repurchase rights are being exercised against payment of the applicable redemption or repurchase price. Upon receipt of confirmation from the Custodian that the redemption or repurchase has taken place and that funds representing the redemption or repurchase price have been received, the Depositary shall convert, transfer, and distribute the proceeds (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary, and (b) taxes), retire ADSs American Depositary Shares and cancel Receipts, if applicable, upon delivery of such ADSs American Depositary Shares by Holders thereof and pursuant to the terms set forth in Sections Section 4.1 and 6.2 hereof. If less than all outstanding Deposited Securities are redeemed or repurchased, the ADSs American Depositary Shares to be retired will be selected by lot or on a pro rata basis, as may be determined by the Depositary. The redemption or repurchase price per ADS American Depositary Shares shall be the dollar equivalent of the per share amount received by the Depositary (adjusted to reflect the ADS(s)-toAmerican Depositary Share(s)-to-Share(s) ratio) upon the redemption or repurchase of the Deposited Securities represented by ADSs American Depositary Shares (subject to the terms of Section 4.6 hereof and the applicable fees and charges of, and expenses incurred by, the Depositary, and taxes) multiplied by the number of Deposited Securities represented by each ADS American Depositary Share redeemed or repurchased.

Appears in 2 contracts

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

REDEMPTION AND REPURCHASE. If the Company intends to exercise any right of redemption or repurchase in respect of any of the Deposited SecuritiesShares, the Company shall give timely notice thereof to the Depositary which shall set forth the particulars of the proposed redemption or repurchase. Upon timely receipt of (i) such notice and (ii) satisfactory documentation given by the Company to the Depositary within as may be required by the terms of Section 5.7Depositary, (iii) the provision by the Company to the Depositary of a legal opinion (at the expense of the Company) reasonably satisfactory to the Depositary that such redemption or repurchase is allowed under applicable law and only if the Depositary shall have determined that such proposed redemption or repurchase is practicable, the Depositary shall provide to each Holder a notice setting forth the intended exercise by the Company of the redemption or repurchase rights and any other particulars set forth in the Company’s notice to the Depositary. The Depositary shall instruct the Custodian to present to the Company the Deposited Securities Shares in respect of which redemption or repurchase rights are being exercised against payment of the applicable redemption or repurchase price. Upon receipt of confirmation from the Custodian that the redemption or repurchase has taken place and that funds representing the redemption or repurchase price have been received, the Depositary shall convert, transfer, and distribute the proceeds (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary, and (b) taxes), retire ADSs GDRs and cancel ReceiptsCertificates, if applicable, upon delivery of such ADSs GDRs by Holders thereof and the terms set forth in Sections Section 4.1 and Section 6.2 hereofof the Deposit Agreement. If less than all outstanding Deposited Securities Shares are redeemed or repurchased, the ADSs GDRs to be retired will be selected by lot or on a pro rata basis, as may be determined by the Depositary. The redemption or repurchase price per ADS GDR shall be the dollar equivalent of the per share amount received by the Depositary (adjusted to reflect the ADS(s)-toGDR(s)-to-Share(s) ratio) upon the redemption or repurchase of the Deposited Securities Shares represented by ADSs GDRs (subject to the terms of Section 4.6 hereof of the Deposit Agreement) and the applicable fees and charges of, and expenses incurred by, the Depositary, and taxes) multiplied by the number of Deposited Securities Shares represented by each ADS GDR redeemed or repurchased.

Appears in 2 contracts

Samples: Deposit Agreement (NetQin Mobile Inc.), Deposit Agreement (NetQin Mobile Inc.)

REDEMPTION AND REPURCHASE. If the Company intends to exercise any right of redemption or repurchase in respect of any of the Deposited Securities, the Company shall give timely notice thereof to the Depositary which shall set forth the particulars of the proposed redemption or repurchase. Upon timely receipt of (i) such notice and (ii) satisfactory documentation given by the Company to the Depositary within as may be required by the terms of Section 5.7Depositary, (iii) the provision by the Company to the Depositary of a legal opinion (at the expense of the Company) reasonably satisfactory to the Depositary that such redemption or repurchase is allowed under applicable law and only if the Depositary shall have determined that such proposed redemption or repurchase is practicable, the Depositary shall provide to each Holder a notice setting forth the intended exercise by the Company of the redemption or repurchase rights and any other particulars set forth in the Company’s notice to the Depositary. The Depositary shall instruct the Custodian to present to the Company the Deposited Securities in respect of which redemption or repurchase rights are being exercised against payment of the applicable redemption or repurchase price. Upon receipt of confirmation from the Custodian that the redemption or repurchase has taken place and that funds representing the redemption or repurchase price have been received, the Depositary shall convert, transfer, and distribute the proceeds (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary, and (b) taxes), retire ADSs and cancel Receipts, if applicable, upon delivery of such ADSs by Holders thereof and the terms set forth in Sections Section 4.1 and Section 6.2 hereofof the Deposit Agreement. If less than all outstanding Deposited Securities Shares are redeemed or repurchased, the ADSs ADSs’ to be retired will be selected by lot or on a pro rata basis, as may be determined by the Depositary. The redemption or repurchase price per ADS shall be the dollar equivalent of the per share amount received by the Depositary (adjusted to reflect the ADS(s)-to-Share(s) ratio) upon the redemption or repurchase of the Deposited Securities represented by ADSs (subject to the terms of Section 4.6 hereof of the Deposit Agreement) and the applicable fees and charges of, and expenses incurred by, the Depositary, and taxes) multiplied by the number of Deposited Securities represented by each ADS redeemed or repurchased.

Appears in 2 contracts

Samples: Deposit Agreement (YY Inc.), Deposit Agreement (YY Inc.)

REDEMPTION AND REPURCHASE. If the Company intends to exercise any right of redemption or repurchase in respect of any of the Deposited SecuritiesShares, the Company shall give timely notice thereof to the Depositary which shall set forth the particulars of the proposed redemption or repurchase. Upon timely receipt of (i) such notice and (ii) satisfactory documentation given by the Company to the Depositary within as may be required by the terms of Section 5.7Depositary, (iii) the provision by the Company to the Depositary of a legal opinion (at the expense of the Company) reasonably satisfactory to the Depositary that such redemption or repurchase is allowed under applicable law and only if the Depositary shall have determined that such proposed redemption or repurchase is practicable, the Depositary shall provide to each Holder a notice setting forth the intended exercise by the Company of the redemption or repurchase rights and any other particulars set forth in the Company’s notice to the Depositary. The Depositary shall instruct the Custodian to present to the Company the Deposited Securities Shares in respect of which redemption or repurchase rights are being exercised against payment of the applicable redemption or repurchase price. Upon receipt of confirmation from the Custodian that the redemption or repurchase has taken place and that funds representing the redemption or repurchase price have been received, the Depositary shall convert, transfer, and distribute the proceeds (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary, and (b) taxes), retire ADSs ADRs and cancel ReceiptsCertificates, if applicable, upon delivery of such ADSs ADRs by Holders thereof and the terms set forth in Sections Section 4.1 and Section 6.2 hereofof the Deposit Agreement. If less than all outstanding Deposited Securities Shares are redeemed or repurchased, the ADSs ADRs to be retired will be selected by lot or on a pro rata basis, as may be determined by the Depositary. The redemption or repurchase price per ADS ADR shall be the dollar equivalent of the per share amount received by the Depositary (adjusted to reflect the ADS(s)-toADR(s)-to-Share(s) ratio) upon the redemption or repurchase of the Deposited Securities Shares represented by ADSs ADRs (subject to the terms of Section 4.6 hereof of the Deposit Agreement) and the applicable fees and charges of, and expenses incurred by, the Depositary, and taxes) multiplied by the number of Deposited Securities Shares represented by each ADS ADR redeemed or repurchased.

Appears in 2 contracts

Samples: Deposit Agreement (GDC Technology LTD), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

REDEMPTION AND REPURCHASE. If the Company intends to exercise any right of redemption or repurchase in respect of any of the Deposited SecuritiesShares, the Company shall give timely notice thereof to the Depositary which shall set forth the particulars of the proposed redemption or repurchase. Upon timely receipt of (i) such notice and (ii) satisfactory documentation given by the Company to the Depositary within as may be required by the terms of Section 5.7Depositary, (iii) the provision by the Company to the Depositary of a legal opinion (at the expense of the Company) reasonably satisfactory to the Depositary that such redemption or repurchase is allowed under applicable law and only if the Depositary shall have determined that such proposed redemption or repurchase is practicable, the Depositary shall provide to each Holder a notice setting forth the intended exercise by the Company of the redemption or repurchase rights and any other particulars set forth in the Company’s notice to the Depositary. The Depositary shall instruct the Custodian to present to the Company the Deposited Securities Shares in respect of which redemption or repurchase rights are being exercised against payment of the applicable redemption or repurchase price. Upon receipt of confirmation from the Custodian that the redemption or repurchase has taken place and that funds representing the redemption or repurchase price have been received, the Depositary shall convert, transfer, and distribute the proceeds (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary, and (b) taxes), retire ADSs GDRs and cancel ReceiptsCertificates, if applicable, upon delivery of such ADSs GDRs by Holders thereof and the terms set forth in Sections Section 4.1 and Section 6.2 hereofof the Deposit Agreement. If less than all outstanding Deposited Securities Shares are redeemed or repurchased, the ADSs GDRs to be retired will be selected by lot or on a pro rata basis, as may be determined by the Depositary. The redemption or repurchase price per ADS GDR shall be the dollar equivalent of the per share amount received by the Depositary (adjusted to reflect the ADS(s)-toGDR(s)-to-Share(s) ratio) upon the redemption or repurchase of the Deposited Securities Shares represented by ADSs GDRs (subject to the terms of Section 4.6 hereof and of the applicable fees and charges of, and expenses incurred by, the Depositary, and taxes) multiplied by the number of Deposited Securities represented by each ADS redeemed or repurchased.Deposit

Appears in 1 contract

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

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REDEMPTION AND REPURCHASE. If (a) Redemption at the Option of the Company. Subject to compliance with Section 42 of the Companies Xxx 0000 of Bermuda, the Series A Preference Shares may be redeemed, in whole or in part, on any date on or after November 15, 2024, at the option of the Company, upon giving notice of redemption pursuant to Section 8(d), at a cash redemption price per share of Series A Preference Shares equal to the sum of (1) the Stated Value per share of the Series A Preference Shares to be redeemed plus (2) an amount per share equal to accrued, but unpaid, Dividends on such share of Series A Preference Shares (other than any such Regular Dividends included in such Stated Value) to, but excluding, the date of redemption; provided, however, that if the redemption date occurs on or after the Record Date for a Dividend and on or before the immediately following Dividend Payment Date and Dividends have been declared for such Dividend Payment Date, then (x) on such Dividend Payment Date, such Dividend will be paid on the Series A Preference Shares notwithstanding such redemption; and (y) the amount of such Dividend, if a Regular Dividend, will not be included in the sum in clause (1) above; provided, further, that the Company intends will in no event fix a redemption date that is on or after the Record Date for a Dividend and on or before the immediately following Dividend Payment Date unless the Company shall have declared and set aside the full amount of Dividends due on such Dividend Payment Date. Notwithstanding anything to exercise any right of redemption or repurchase the contrary in respect of any of the Deposited Securitiesthis Series A Certificate, the Company shall give timely will not have the right to redeem any Series A Preference Shares pursuant to this Section 8(a) unless a Registration Statement that covers the resale of all then-outstanding Registrable Securities is, at all times during the period that begins on the date the notice thereof to the Depositary which shall set forth the particulars of the proposed redemption or repurchase. Upon timely receipt of (i) such notice and (ii) satisfactory documentation given by the Company to the Depositary within the terms of Section 5.7, (iii) the provision by the Company to the Depositary of a legal opinion (at the expense of the Company) reasonably satisfactory to the Depositary that such redemption or repurchase is allowed under applicable law sent pursuant to Section 8(d) and only if the Depositary shall have determined that such proposed redemption or repurchase is practicable, the Depositary shall provide to each Holder a notice setting forth the intended exercise by the Company of the redemption or repurchase rights and any other particulars set forth in the Company’s notice to the Depositary. The Depositary shall instruct the Custodian to present to the Company the Deposited Securities in respect of which redemption or repurchase rights are being exercised against payment of ends on the applicable redemption or repurchase price. Upon receipt of confirmation from date, effective under the Custodian that the redemption or repurchase has taken place and that funds representing the redemption or repurchase price have been received, the Depositary shall convert, transfer, and distribute the proceeds (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary, and (b) taxes), retire ADSs and cancel Receipts, if applicable, upon delivery of such ADSs by Holders thereof Securities Act and the terms set forth in Sections 4.1 and 6.2 hereof. If less than all outstanding Deposited Securities are redeemed or repurchased, the ADSs to be retired will be selected by lot or on a pro rata basis, as may be determined by the Depositary. The redemption or repurchase price per ADS shall be the dollar equivalent holders of the per share amount received by Series A Preference Shares or the Depositary Common Shares issued upon conversion thereof are not prohibited under any Company agreement or policy applicable to such holders from selling the Series A Preference Shares, or the Common Shares issued or issuable upon conversion thereof, pursuant to such Registration Statement (adjusted whether pursuant to reflect the ADS(s)-to-Share(s) ratio) upon the redemption any “blackout period” or repurchase of the Deposited Securities represented by ADSs (subject to the terms of Section 4.6 hereof and the applicable fees and charges of, and expenses incurred by, the Depositary, and taxes) multiplied by the number of Deposited Securities represented by each ADS redeemed or repurchasedotherwise).

Appears in 1 contract

Samples: Investment Agreement (Signet Jewelers LTD)

REDEMPTION AND REPURCHASE. If the Company intends to exercise any right of redemption or repurchase in respect of any of the Deposited Securities, the Company shall give timely notice thereof to the Depositary which shall set forth the particulars of the proposed redemption or repurchase. Upon timely receipt of (i) such notice and (ii) satisfactory documentation given by the Company to the Depositary within the terms of Section 5.75.7 of the Deposit Agreement, (iii) the provision by the Company to the Depositary of a legal opinion (at the expense of the Company) reasonably satisfactory to the Depositary that such redemption or repurchase is allowed under applicable law and only if the Depositary shall have determined that such proposed redemption or repurchase is practicable, the Depositary shall provide to each Holder a notice setting forth the intended exercise by the Company of the redemption or repurchase rights and any other particulars set forth in the Company’s notice to the Depositary. The Depositary shall instruct the Custodian to present to the Company the Deposited Securities in respect of which redemption or repurchase rights are being exercised against payment of the applicable redemption or repurchase price. Upon receipt of confirmation from the Custodian that the redemption or repurchase has taken place and that funds representing the redemption or repurchase price have been received, the Depositary shall convert, transfer, and distribute the proceeds (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary, and (b) taxes), retire ADSs American Depositary Shares and cancel Receipts, if applicable, upon delivery of such ADSs American Depositary Shares by Holders thereof and pursuant to the terms set forth in Sections Section 4.1 and 6.2 hereofof the Deposit Agreement. If less than all outstanding Deposited Securities are redeemed or repurchased, the ADSs American Depositary Shares to be retired will be selected by lot or on a pro rata basis, as may be determined by the Depositary. The redemption or repurchase price per ADS American Depositary Shares shall be the dollar equivalent of the per share amount received by the Depositary (adjusted to reflect the ADS(s)-toAmerican Depositary Share(s)-to-Share(s) ratio) upon the redemption or repurchase of the Deposited Securities represented by ADSs American Depositary Shares (subject to the terms of Section 4.6 hereof of the Deposit Agreement and the applicable fees and charges of, and expenses incurred by, the Depositary, and taxes) multiplied by the number of Deposited Securities represented by each ADS American Depositary Share redeemed or repurchased.

Appears in 1 contract

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

REDEMPTION AND REPURCHASE. If the Company intends to exercise any right of redemption or repurchase in respect of any of the Deposited Securities, the Company shall give timely notice thereof to the Depositary which shall set forth the particulars of the proposed redemption or repurchase. Upon timely receipt of (i) such notice and (ii) satisfactory documentation given by the Company to the Depositary within as may be required by the terms of Section 5.7Depositary, (iii) the provision by the Company to the Depositary of a legal opinion (at the expense of the Company) reasonably satisfactory to the Depositary that such redemption or repurchase is allowed under applicable law and only if the Depositary shall have determined that such proposed redemption or repurchase is practicable, the Depositary shall provide to each Holder a notice setting forth the intended exercise by the Company of the redemption or repurchase rights and any other particulars set forth in the Company’s notice to the Depositary. The Depositary shall instruct the Custodian to present to the Company the Deposited Securities in respect of which redemption or repurchase rights are being exercised against payment of the applicable redemption or repurchase price. Upon receipt of confirmation from the Custodian that the redemption or repurchase has taken place and that funds representing the redemption or repurchase price have been received, the Depositary shall convert, transfer, and distribute the proceeds (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary, and (b) taxes), retire ADSs and cancel Receipts, if applicable, upon delivery of such ADSs by Holders thereof and the terms set forth in Sections Section 4.1 and Section 6.2 hereofof the Deposit Agreement. If less than all outstanding Deposited Securities are redeemed or repurchased, the ADSs to be retired will be selected by lot or on a pro rata basis, as may be determined by the Depositary. The redemption or repurchase price per ADS shall be the dollar equivalent of the per share amount received by the Depositary (adjusted to reflect the ADS(s)-to-Share(s) ratio) upon the redemption or repurchase of the Deposited Securities represented by ADSs (subject to the terms of Section 4.6 hereof of the Deposit Agreement and the applicable fees and charges of, and expenses incurred by, the Depositary, and taxes) multiplied by the number of Deposited Securities represented by each ADS redeemed or repurchased.

Appears in 1 contract

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

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