ROC Requirements Sample Clauses

ROC Requirements. The Depositary and the Company have been advised that under ROC law, as in effect as of the date hereof, a Holder who is a non-ROC person (other than a PRC person, except for a QDII (as defined below), or a person with prior approval from the Investment Commission of the Ministry of Economic Affairs, ROC) wishing to withdraw Deposited Securities from the ADR Facility is required to (i) register with the TSE for making investment in the ROC securities market, (ii) obtain a foreign investor investment identification (the "Foreign Investor Investment I.D.") issued pursuant to the ROC Regulations Governing Securities Investment by Overseas Chinese and Foreign Nationals and (iii) appoint an eligible agent in the ROC to open (a) a securities trading account, (b) a TDCC book-entry account and (c) a bank account (the securities trading account, the TDCC book-entry account, and the bank account, collectively, the "Accounts"), to pay ROC taxes, remit funds, exercise shareholders' rights and perform such other functions as may be designated by such withdrawing Holder. In addition, such withdrawing Holder is also required to appoint a custodian bank to hold the securities in safekeeping, make confirmations and settle trades and report all relevant information. Without obtaining the Foreign Investor Investment I.D. and opening such Accounts, the withdrawing Holder would be unable to hold or subsequently sell the Deposited Securities withdrawn from the ADR Facility on the TSE or otherwise. No assurance can be given that a withdrawing Holder will be able to obtain the Foreign Investor Investment I.D. in a timely manner. In addition, such withdrawing Holders will be required to appoint an eligible agent in the ROC for filing tax returns and making tax payments (a "Tax Guarantor"). Such Tax Guarantor will be required to meet the qualifications set by the Ministry of Finance of the ROC and will act as the guarantor of the withdrawing Holder's tax payment obligations. Subject to certain limited exceptions, under current ROC law, repatriation of profits by a non-ROC withdrawing Holder is subject to the submission of evidence of the appointment of a Tax Guarantor to, and approval thereof by, the tax authority. Under the Regulations Governing Mainland China Investor's Securities Investments and Futures Trading in Taiwan promulgated by the FSC, a PRC qualified domestic institutional investor ("QDII") is allowed to invest in ROC securities. The custodians of QDIIs must apply with...
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ROC Requirements. The Depositary and the Company have been advised that under ROC law, as in effect as of the date hereof, a Holder wishing to withdraw Deposited Securities from the ADR facility is required to appoint an eligible agent in the Republic of China to open a securities trading account with a local brokerage firm after receiving an approval from the TSE and a bank account (the securities trading account and the bank account, collectively, the "Accounts"), to pay ROC taxes, remit funds, exercise stockholders' rights and perform such other functions as may be designated by such withdrawing Holder. In addition, such withdrawing Holder is also required to appoint a custodian bank to hold the securities in safekeeping, make confirmations and settle trades and report all relevant information. Without making such appointment and the opening of such Accounts, the withdrawing Holder would be unable to hold or subsequently sell the Deposited Securities withdrawn from the ADR Facilities on the TSE or otherwise. The laws of the Republic of China applicable to the withdrawal of Deposited Securities may change from time to time. There can be no assurance that current law will remain in effect or that future changes of Republic of China law will not adversely affect the ability of Holders to withdraw Deposited Securities hereunder.
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ROC Requirements. The Depositary and the Company have been advised that under current ROC law, a Holder who is a non-ROC person wishing to withdraw Deposited Securities from the ADR facility is required to appoint an eligible agent in the ROC for filing tax returns and making tax payments (a "Tax Guarantor"). Such Tax Guarantor will be required to meet the qualifications set by the Ministry of Finance of the ROC and will act as the guarantor of the withdrawing Holder's tax payment obligations. In addition, subject to certain limited exceptions, under current ROC law, repatriation of profits by a non-ROC withdrawing Holder is subject to the submission of evidence of the appointment of a Tax Guarantor to, and approval thereof by, the tax authority. In addition, under current ROC law, such withdrawing Holder is required to appoint a local agent in the ROC to, among other things, open a securities trading account with a local securities brokerage firm, remit funds and exercise a shareholder's rights. In addition, such withdrawing Holder is also required to appoint a custodian bank to hold the securities and cash in safekeeping, make confirmations and settle trades and report all relevant information. Without making such appointment and the opening of such account, the withdrawing Holder would be unable to hold or subsequently sell the Deposited Securities withdrawn from the ADR Facilities on the TSE or otherwise. The laws of the ROC applicable to the withdrawal of Deposited Securities may change from time to time. There can be no assurances that current law will remain in effect or that future changes of ROC law will not adversely affect the ability of Holders to withdraw Deposited Securities hereunder.
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ROC Requirements. Beginning on the fifth ROC business day following the date of initial issuance of the ADSs or such later date as the Depositary may announce, subject to the approval from the TSE and provisions under the Deposit Agreement, Holders are entitled to withdraw and sell the underlying Shares in the form of the Payment Certificates. Immediately upon the listing of the applicable Payment Certificates, the global payment certificate the Company delivered to the Custodian on the date of initial issuance of the ADSs will be replaced by the Payment Certificates. At such time as withdrawals are permitted under the Deposit Agreement, subject to the requirements of ROC law, the Holders may request the Depositary to withdraw the interests in the scripless Payment Certificates representing the underlying Shares represented by ADSs and (a) transfer such interests to Holders; or (b) sell the interests on the Holders' behalf on the TSE. Delivery of the Shares in the form of the Payment Certificates will not be possible until two business days after the listing date referred to above. Delivery of the irrevocable right to receive the underlying Shares in the form of the Payment Certificates will only be made through the book-entry system maintained by the Taiwan Depository & Clearing Corporation ("TDCC"). On the date of initial issuance of the ADSs, the Company will deliver to the Custodian a global payment certificate in respect of the newly issued Shares the Company is offering. The global payment certificate carries the same rights represented by the common share certificates. Under current ROC laws and regulations, the Company is required to deliver these newly issued Shares in physical certificate form or scripless form to the Custodian through the TDCC within 30 days after receiving approval from the Ministry of Economic Affairs of the ROC, or "ROC MOEA" of the amendment of the Company’s corporate registration with the ROC MOEA. Prior to the issue of the Shares in physical certificate form or scripless form, the Company will apply for and obtain approval to list the Shares on the TSE. The Company has agreed to issue and deliver the Shares in physical certificate form or scripless form in respect of the Payment Certificates in connection with this offering no later than 60-80 calendar days after the Closing Date subject to obtaining approvals from the relevant governmental authority and the TSE. Until the Shares have been so issued and delivered, the ADSs will represent sh...
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ROC Requirements. The Depositary and the Company have been advised that under ROC law, until three (3) months after the closing of the Offering, a Holder is not entitled to withdraw or sell Shares from the ADS Facility; consequently, the Company and the Depositary agree to prohibit the surrender of ADSs and the sale or Delivery of any Shares deposited in connection with the Offering until the expiration of such three-month period. A Holder wishing to withdraw Shares from the ADS Facility shall be required under ROC law to appoint an eligible agent in the Republic of China to open a securities trading account with a local brokerage firm after receiving an approval from the TSE and a bank account (the securities trading account and the bank account, collectively, the "Accounts"), to pay ROC taxes, remit funds, exercise stockholders' rights and perform such other functions as may be designated by such withdrawing Holder. In addition, such withdrawing Holder is also required to appoint a custodian bank to hold the securities in safekeeping, make confirmations and settle trades and report all relevant information. Without making such appointment and until approval from the TSE is obtained, the withdrawing Holder would be unable to receive, hold , or subsequently sell the Deposited Securities withdrawn from the ADS Facilities on the TSE or otherwise.
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ROC Requirements. The Depositary and the Company have been advised that under ROC law, as in effect as of the date hereof, a Holder wishing to withdraw Deposited Securities from the ADR facility is required to appoint an eligible agent in the Republic of China to open a
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Related to ROC Requirements

  • FINRA Requirements (A) You represent that you are a member in good standing of FINRA, or a non-U.S. bank, broker, dealer, or institution not eligible for membership in FINRA or a Bank.

  • Compliance with Requirements Any investment program furnished, and any activities performed, by the Manager or by a Sub-Adviser under this Section shall at all times conform to, and be in accordance with, any requirements imposed by: (1) the Act and any rules or regulations in force thereunder; (2) any other applicable laws, rules and regulations; (3) the Declaration of Trust and By-Laws of the Fund as amended from time to time; (4) any policies and determinations of the Board of Trustees of the Fund; and (5) the fundamental policies of the Fund, as reflected in its Registration Statement under the Act or as amended by the shareholders of the Fund.

  • Tax Requirements The Participant is hereby advised to consult immediately with his or her own tax advisor regarding the tax consequences of this Agreement. The Company or, if applicable, any Subsidiary (for purposes of this Section 28, the term “Company” shall be deemed to include any applicable Subsidiary), shall have the right to deduct from all amounts hereunder paid in cash or other form, any Federal, state, local, or other taxes required by law to be withheld in connection with this Award. The Company may, in its sole discretion, also require the Participant receiving shares of Common Stock issued under the Plan to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant’s income arising with respect to this Award. Such payments shall be required to be made when requested by the Company and may be required to be made prior to the delivery of any certificate representing shares of Common Stock. Such payment may be made (i) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding obligations of the Company; (ii) if the Company, in its sole discretion, so consents in writing, the actual delivery by the exercising Participant to the Company of shares of Common Stock other than (A) Restricted Stock, or (B) Common Stock that the Participant has not acquired from the Company within six (6) months prior to the date of exercise, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding payment; (iii) if the Company, in its sole discretion, so consents in writing, the Company’s withholding of a number of shares to be delivered upon the exercise of the Stock Option other than shares that will constitute Restricted Stock, which shares so withheld have an aggregate fair market value that equals (but does not exceed) the required tax withholding payment; or (iv) any combination of (i), (ii), or (iii). The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant. * * * * * * * *

  • ERISA Requirements (a) Borrower will not engage in any transaction which would cause an obligation, or action taken or to be taken under this Loan Agreement (or the exercise by Lender of any of its rights under the Note, this Loan Agreement or any of the other Loan Documents) to be a non-exempt prohibited transaction under ERISA or Section 4975 of the Tax Code.

  • Compliance with Reporting Requirements The Company is subject to and in full compliance with the reporting requirements of Section 13 or Section 15(d) of the Exchange Act.

  • Minimum Requirements With respect to the Notes, the Issuers shall not have any obligations with respect to any underwriters or underwritten offering except a single underwritten offering of $270 million or more of Registrable Securities.

  • Compliance with Regulatory Requirements Upon demand by Lender, Borrower shall reimburse Lender for Lender’s additional costs and/or reductions in the amount of principal or interest received or receivable by Lender if at any time after the date of this Agreement any law, treaty or regulation or any change in any law, treaty or regulation or the interpretation thereof by any Governmental Authority charged with the administration thereof or any other authority having jurisdiction over Lender or the Loans, whether or not having the force of law, shall impose, modify or deem applicable any reserve and/or special deposit requirement against or in respect of assets held by or deposits in or for the account of the Loans by Lender or impose on Lender any other condition with respect to this Agreement or the Loans, the result of which is to either increase the cost to Lender of making or maintaining the Loans or to reduce the amount of principal or interest received or receivable by Lender with respect to such Loans. Said additional costs and/or reductions will be those which directly result from the imposition of such requirement or condition on the making or maintaining of such Loans.

  • Service Requirements 4.1 All Services shall be performed in accordance with the requirements set forth in this Service Agreement, including the Service Specification, and otherwise in a professional manner.

  • Listing Requirements The Company shall not be obligated to deliver any certificates representing any shares until all applicable requirements imposed by federal and state securities laws and by any stock exchanges upon which the shares may be listed have been fully met.

  • Reporting Requirements The Company, during the period when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act, will file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations.

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