|DEUTSCHE BANK TRUST CO AMERICAS/ ADR GROUP filed this Form F-6 on 12/06/2016|
have all requisite authority to act on behalf of the Beneficial Owners of the ADRs registered in such Holder’s name.
SECTION 1.24 “Indemnified Person” and “Indemnifying Person” shall have the meaning set forth in Section 5.8 hereof.
SECTION 1.25 "Non-assessable" shall mean, with respect to Shares, that a holder of such Shares will not by reason of merely being such a holder be subject to assessment or calls by the Company or its creditors for further payment on any such Shares.
SECTION 1.26 “Opinion of Counsel” shall mean a written opinion from legal counsel to the Company who is acceptable to the Depositary.
SECTION 1.27 [Reserved].
SECTION 1.28 “Receipt(s); “American Depositary Receipt(s)”; and “ADR(s)” shall mean the certificate(s) or statement(s) issued by the Depositary evidencing the American Depositary Shares issued under the terms of this Deposit Agreement, as such Receipts may be amended from time to time in accordance with the provisions of this Deposit Agreement. References to Receipts shall include physical certificated Receipts as well as ADSs issued through any book-entry system, including, without limitation, DRS/Profile, unless the context otherwise requires.
SECTION 1.29 “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 ownership of Receipts and transfer of Receipts 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.
SECTION 1.30 “Restricted Securities” shall mean Shares 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 subject to resale limitations under the Securities Act or the rules issued thereunder, (ii) are held by an officer or member of the management or supervisory board of directors (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 or the Netherlands, under a shareholders’ agreement or the Articles of Association or under the regulations of an applicable securities exchange unless, in each case, such Shares are being sold to persons other than an Affiliate of the Company in a transaction (x) covered by an effective resale registration statement or (y) exempt from the registration requirements of the Securities Act (as hereafter defined) and the Shares are not, when held by such person, Restricted Securities.
SECTION 1.31 “Securities Act” shall mean the United States Securities Act of 1933, as from time to time amended.
SECTION 1.32 “Shares” shall mean Class A shares in the capital of the Company, nominal value €0.06 each, heretofore or hereafter validly issued and outstanding and fully paid. Where appropriate, references to Shares shall include evidence of rights to receive Shares, whether or not stated in the particular instance; provided, however, that in no event shall references to Shares include evidence of rights to receive