Common use of Appointment of Successor Depositary Clause in Contracts

Appointment of Successor Depositary. The Depositary may at any ----------------------------------- time resign as Depositary hereunder by notice of its election so to do delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary, Registrar and Transfer Agent and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary, Registrar and Transfer Agent and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. Every successor Depositary, Registrar and Transfer Agent shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, Registrar and Transfer Agent without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Deposited Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the record holders of all outstanding Receipts. Any such successor Depositary shall promptly mail notice of its appointment to the record holders of the Receipts. Any corporation into or with which the Depositary may be merged, consolidated or converted shall be the successor of such Depositary without the execution or filing of any document or any further act. Such successor Depositary may authenticate the Receipts in the name of its predecessor Depositary or in the name of the successor.

Appears in 1 contract

Samples: Deposit Agreement (Boatmens Bancshares Inc /Mo)

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Appointment of Successor Depositary. The Depositary may at any ----------------------------------- time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary, Registrar and Transfer Agent depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by written notice of such removal delivered to the Depositary, such removal to take effect effective upon the appointment of a successor Depositary, Registrar and Transfer Agent depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, shall use its best efforts to appoint a successor Depositarydepositary, which shall be a bank or trust company having its principal an office in the United States Borough of America and having a combined capital and surplus Manhattan, The City of at least $50,000,000New York. Every successor Depositary, Registrar and Transfer Agent depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, Registrar and Transfer Agent without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company, Company shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Deposited Stock and any moneys or property held hereunder Securities to such successor, and shall deliver to such successor a list of the record holders Holders of all outstanding Receipts. Any such successor Depositary depositary shall promptly mail notice of its appointment to the record holders Holders of the Receipts. Any corporation into or with which the Depositary may be mergedmerged or consolidated shall, consolidated or converted with the consent of the Company (which shall not be unreasonably withheld), be the successor of such the Depositary without the execution or filing of any document or any further act. Such successor Depositary may authenticate the Receipts in the name of its predecessor Depositary or in the name of the successor.

Appears in 1 contract

Samples: Deposit Agreement (Groupe Danone)

Appointment of Successor Depositary. The Depositary may at any ----------------------------------- time resign as Depositary hereunder by notice of its election so to do delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary, Registrar and Transfer Agent and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary, Registrar and Transfer Agent and its acceptance of such appointment as hereinafter provided. In case at any time If the Depositary acting hereunder shall resign resigns or be is removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, shall use its best efforts to appoint a successor Depositarydepositary, which shall be a bank or trust company having its principal an office in the United States Borough of America and having a combined capital and surplus Manhattan, The City of at least $50,000,000New York. Every successor Depositary, Registrar and Transfer Agent depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, Registrar and Transfer Agent without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor. The predecessor and for all purposes shall be the Depositary under this Deposit Agreementdepositary, and such predecessor, as soon as reasonably practicable upon payment of all sums due to it and on the written request of the CompanyCompany (but in any event, no later than two (2) days after the later of the receipt of such payment and the receipt of such request, shall (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunderhereunder (other than its rights to indemnification and fees owing, each of which shall survive any such removal and/or resignation), (ii) duly assign, transfer and deliver all right, title and interest in to the Deposited Stock and any moneys or property held hereunder Securities to such successor, and shall (iii) deliver to such successor a list of the record holders Holders of all outstanding ReceiptsADRs. Any such successor Depositary depositary shall promptly mail notice of its appointment to the record holders of the Receiptssuch Holders. Any corporation bank or trust company into or with which the Depositary may be mergedmerged or consolidated, consolidated or converted to which the Depositary shall transfer substantially all its American depositary receipt business, shall be the successor of such the Depositary without the execution or filing of any document or any further act. Such To the extent the Company has failed to appoint a successor to the Depositary may authenticate within forty-five (45) days after the Receipts in date on which the name Depositary submitted its letter of resignation or was otherwise informed of its predecessor removal, during the 15-day period prior to the date on which the Depositary or in the name can act pursuant to paragraph (17) of the successorform of ADR (and all outstanding ADRs), any Holder may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Depositary, which appointment shall be required to occur prior to the time the Depositary would otherwise be permitted to act under said paragraph (17).

Appears in 1 contract

Samples: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)

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Appointment of Successor Depositary. The Depositary may at any ----------------------------------- time resign as Depositary hereunder by notice of its election so to do delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary, Registrar and Transfer Agent Depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary, Registrar and Transfer Agent Depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall at any time resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. Every successor Depositary, Registrar and Transfer Agent Depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunderhereunder and agreeing to become a party to this Agreement, and thereupon such successor Depositary, Registrar and Transfer Agent without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Deposited Stock and any moneys monies or property held hereunder to such successor, successor and shall deliver to such successor a list of the record holders of all outstanding Receipts. Any such successor Depositary shall promptly mail notice of its appointment to the record holders of the Receipts. Any corporation or other entity into or with which the Depositary may be merged, consolidated or converted converted, or to which the Depositary may sell all or substantially all its assets, shall be the successor of such Depositary without the execution or filing of any document or any further act. Such successor Depositary may authenticate the Receipts in the name of its the predecessor Depositary or in the name of the successorsuccessor Depositary.

Appears in 1 contract

Samples: Deposit Agreement (Scholastic Corp)

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