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 written notice of its election so to do delivered to the Company, such resignation to take effect upon the appointment of a successor 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 effective upon the appointment of a successor 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 use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless, 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 Securities to such successor, and shall deliver to such successor a list of the Holders of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Holders of Receipts. Any corporation into or with which the Depositary may be merged or consolidated shall, with the consent of the Company (which shall not be unreasonably withheld), be the successor of the Depositary without the execution or filing of any document or any further act.

Appears in 1 contract

Samples: Deposit Agreement (Groupe Danone)

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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 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 effective delivered to the Depositary, such removal to take effect upon the appointment of a successor depositary 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 use its best efforts to shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor depositaryDepositary, which shall be a bank or trust company having an its principal office in the Borough United States of Manhattan, The City America and having a combined capital and surplus of New Yorkat least $50,000,000. Every successor depositary 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 depositaryDepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and 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 Securities Stock and any monies or property held hereunder to such successor, successor and shall deliver to such successor a list of the Holders record holders of all outstanding Receipts. Any such successor depositary Depositary shall promptly mail notice of its appointment to the Holders record holders of Receipts. Any corporation or other entity into or with which the Depositary may be merged merged, consolidated or consolidated shallconverted, with or to which the consent of the Company (which Depositary may sell all or substantially all its assets, shall not be unreasonably withheld), be the successor of the 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 the predecessor Depositary or in the name of the successor Depositary.

Appears in 1 contract

Samples: Deposit Agreement (Scholastic Corp)

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 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 effective upon the appointment of a successor depositary 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 use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor. The predecessor depositary, nevertheless, as soon as reasonably practicable upon payment of all sums due to it and on the written request of the Company (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 Securities to such successor, and shall (iii) deliver to such successor a list of the Holders of all outstanding ReceiptsADRs. Any such successor depositary shall promptly mail notice of its appointment to the Holders of Receiptssuch Holders. Any corporation bank or trust company into or with which the Depositary may be merged or consolidated shallconsolidated, with or to which the consent of the Company (which Depositary shall not be unreasonably withheld)transfer substantially all its American depositary receipt business, shall be the successor of the Depositary without the execution or filing of any document or any further act.. To the extent the Company has failed to appoint a successor to the Depositary within forty-five (45) days after the date on which the Depositary submitted its letter of resignation or was otherwise informed of its removal, during the 15-day period prior to the date on which the Depositary can act pursuant to paragraph (17) of the form 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). J.X.Xxxxxx

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 written notice of its election so to do delivered to the Company, such resignation to take effect upon the appointment of a successor depositary 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 written notice of such removal effective delivered to the Depositary, such removal to take effect upon the appointment of a successor depositary 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 use its best efforts to shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor depositaryDepositary, which shall be a bank or trust company having an its principal office in the Borough United States of Manhattan, The City America and having a combined capital and surplus of New Yorkat least $50,000,000. Every successor depositary 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 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; but predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and 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 Securities Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the Holders record holders of all outstanding Receipts. Any such successor depositary Depositary shall promptly mail notice of its appointment to the Holders record holders of the Receipts. Any corporation into or with which the Depositary may be merged merged, consolidated or consolidated shall, with the consent of the Company (which converted shall not be unreasonably withheld), be the successor of the 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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