Common use of Cash Distributions; Withholding Clause in Contracts

Cash Distributions; Withholding. Whenever the Custodian or Depositary shall receive any cash dividend or other cash distribution by the Company on any Deposited Securities, the Depositary shall, subject to the provisions of Section 4.6, convert or cause to be converted such dividend or distribution into dollars and shall distribute the amount thus received to the Holders entitled thereto, in proportion to the number of ADSs representing such Deposited Securities held by them respectively; provided, however, that in the event that the Company or its agent, the Depositary or a Custodian shall be required to withhold and does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities an amount on account of taxes, the amount distributed to the Holders for ADSs representing such Deposited Securities shall be reduced accordingly provided, however, that the Depositary shall make appropriate adjustments in the amounts so distributed in respect of (a) any such Deposited Securities being not entitled, by reason of date of issuance or otherwise, to receive all or any portion of such distribution or (b) any amounts (i) withheld or required to be withheld by the Company, the Custodian or the Depositary from any such distribution pursuant to Section 3.2 or otherwise on account of taxes or other governmental charges, or (ii) charged by the Depositary in the conversion of foreign currency into Dollars pursuant to Section 4.6. The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Holder a fraction of one cent, and any balance not so distributable shall be held by the Depositary (without liability for interest thereon) and shall be added to and become part of the next sum received by the Depositary for distribution to the Holders of ADSs then outstanding. The company or its agent will remit to the appropriate governmental authority or agency in Chile all amounts required to be withheld and owing to such authority or agency by the Company. The Depositary or its agent will remit to the appropriate government authority or agency in Chile all amounts required to be withheld by the Depositary. The Depositary will forward to the Company such information from its records as the Company may reasonably request to enable the Company to file necessary reports with governmental authorities or agencies, and either the Depositary, a Custodian or the Company or its agent, as appropriate, may file any such reports necessary to obtain benefits under the applicable tax treaties for the Holders of ADSs.

Appears in 8 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Enersis S.A.), Deposit Agreement (Citibank,N.A./ADR)

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Cash Distributions; Withholding. Whenever the Depositary or the Custodian or Depositary shall receive receives any cash dividend or other cash distribution by the Company on any Deposited Securities, the Depositary shall, subject to the provisions of Section 4.64.05, convert or cause to be converted as promptly as practicable such dividend or distribution into dollars Dollars and shall distribute the amount thus received to be remitted to the Depositary which shall distribute promptly such amount (net of the expenses of the Depositary as provided in Section 5.10 hereof, if applicable) to the Holders entitled thereto, thereto in proportion to the number of ADSs American Depositary Shares representing such Deposited Securities held by them respectively; provided, however, that in the event that the Company or its agentCompany, the Custodian or the Depositary or a Custodian shall be required to withhold and does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities an amount on account of taxestaxes or other governmental charges, the amount distributed to the Holders for ADSs Holder of American Depositary Shares representing such Deposited Securities shall be reduced accordingly provided, however, that the Depositary shall make appropriate adjustments in the amounts so distributed in respect of (a) any such Deposited Securities being not entitled, by reason of date of issuance or otherwise, to receive all or any portion of such distribution or (b) any amounts (i) withheld or required to be withheld by the Company, the Custodian or the Depositary from any such distribution pursuant to Section 3.2 or otherwise on account of taxes or other governmental charges, or (ii) charged by the Depositary in the conversion of foreign currency into Dollars pursuant to Section 4.6accordingly. The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Holder of American Depositary Shares a fraction of one cent, and any balance not so distributable . Any such fractional amount shall be held by the Depositary (without liability for interest thereon) and shall be added to and become part of the next sum received by the Depositary for distribution rounded to the Holders of ADSs then outstandingnearest whole cent and so distributed to the Holder entitled thereto. The company Company or its agent or the Depositary or its agent, as appropriate, will remit to the appropriate governmental authority or agency in Chile The Republic of France or any other relevant jurisdiction all amounts required to be withheld and owing to such authority or agency by the Company. The Depositary or its agent will remit to the appropriate government authority or agency in Chile all amounts required to be withheld by the Depositaryagency. The Depositary will forward to the Company or its agent such information from its records as the Company may reasonably request to enable the Company or its agent to file necessary reports with governmental authorities or agencies, . The Company shall provide the Depositary with sufficient copies of any French tax forms and either the Depositary, a Custodian or the Custodian, the Company or its agent, as appropriate, may file any such reports necessary to obtain benefits under the applicable tax treaties for the Holders of ADSsAmerican Depositary Shares.

Appears in 4 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Alcatel)

Cash Distributions; Withholding. Whenever the Depositary or the Custodian or Depositary shall receive receives any cash dividend or other cash distribution by the Company on any Deposited Securities, the Depositary shall, subject to the provisions of Section 4.64.05, convert or cause to be converted as promptly as practicable such dividend or distribution into dollars Dollars and shall distribute the amount thus received to be remitted to the Depositary which shall distribute promptly such amount (net of the expenses of the Depositary as provided in Section 5.10 hereof, if applicable) to the Holders of Receipts entitled thereto, thereto in proportion to the number of ADSs American Depositary Shares representing such Deposited Securities held by them respectively; provided, however, that in the event that the Company or its agentCompany, the Custodian or the Depositary or a Custodian shall be required to withhold and does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities an amount on account of taxestaxes or other governmental charges, the amount distributed to the Holders for ADSs Holder of Receipts in respect of American Depositary Shares representing such Deposited Securities shall be reduced accordingly provided, however, that the Depositary shall make appropriate adjustments in the amounts so distributed in respect of (a) any such Deposited Securities being not entitled, by reason of date of issuance or otherwise, to receive all or any portion of such distribution or (b) any amounts (i) withheld or required to be withheld by the Company, the Custodian or the Depositary from any such distribution pursuant to Section 3.2 or otherwise on account of taxes or other governmental charges, or (ii) charged by the Depositary in the conversion of foreign currency into Dollars pursuant to Section 4.6accordingly. The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Holder of a Receipt a fraction of one cent, and any balance not so distributable shall be held by the Depositary (without liability for interest thereon) and shall be added to and become part of the next sum received by the Depositary for distribution to the Holders of ADSs Receipts then outstanding. The company Company or its agent or the Depositary or its agent, as appropriate, will remit to the appropriate governmental authority or agency in Chile The Republic of France or any other relevant jurisdiction all amounts required to be withheld and owing to such authority or agency by the Company. The Depositary or its agent will remit to the appropriate government authority or agency in Chile all amounts required to be withheld by the Depositaryagency. The Depositary will forward to the Company or its agent such information from its records as the Company may reasonably request to enable the Company or its agent to file necessary reports with governmental authorities or agencies, . The Company shall provide the Depositary with sufficient copies of any French tax forms and either the Depositary, a Custodian or the Custodian, the Company or its agent, as appropriate, may file any such reports necessary to obtain benefits under the applicable tax treaties for the Holders of ADSsReceipts.

Appears in 3 contracts

Samples: Deposit Agreement (Alcatel), Deposit Agreement (Alcatel), Deposit Agreement (Alcatel)

Cash Distributions; Withholding. Whenever the Custodian or the Depositary shall receive any cash dividend or other cash distribution by the Company on any Deposited Securities, the Depositary shall, subject to the provisions of Section 4.64.6 hereof, convert or cause to be converted such dividend or distribution distribution, if applicable, into dollars Dollars and shall as promptly as practicable distribute the amount thus received (net of the expenses of the Custodian or the Depositary, as the case may be, in connection with the conversion of such Foreign Currency into Dollars and such other fees and expenses as provided in Section 5.8 hereof) to the Holders entitled thereto, in proportion to the number of ADSs American Depositary Shares representing such Deposited Securities held by them respectively; provided, however, that in the event that the Company or its agentCompany, the Depositary or a the Custodian shall be required to withhold and does withhold withhold, subject to Section 4.12 hereof from any cash dividend or other cash distribution in respect of any Deposited Securities an amount on account of taxestaxes or other governmental charges, the amount distributed to the Holders for ADSs of Receipts evidencing American Depositary Shares representing such Deposited Securities shall be reduced accordingly provided, however, that the Depositary shall make appropriate adjustments in the amounts so distributed in respect of (a) any such Deposited Securities being not entitled, by reason of date of issuance or otherwise, to receive all or any portion of such distribution or (b) any amounts (i) withheld or required to be withheld by the Company, the Custodian or the Depositary from any such distribution pursuant to Section 3.2 or otherwise on account of taxes or other governmental charges, or (ii) charged by the Depositary in the conversion of foreign currency into Dollars pursuant to Section 4.6accordingly. The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Holder of a Receipt a fraction of one cent, and any balance not so distributable . Any such fractional amounts shall be held by the Depositary (without liability for interest thereon) and shall be added to and become part of the next sum received by the Depositary for distribution rounded to the nearest whole cent and so distributed to Holders of ADSs then outstandingentitled thereto. The company Company or its agent the Depositary, as appropriate, will remit to the appropriate governmental authority or agency in Chile Germany or any other relevant jurisdiction all amounts required to be withheld and owing to such authority or agency by the Company. The Depositary or its agent will remit to the appropriate government authority or agency in Chile all amounts required to be withheld by the Depositaryagency. The Depositary will forward to the Company such information from its records as the Company may reasonably request to enable the Company to file necessary reports with governmental authorities or agencies, agencies and either the Depositary, a the Custodian or the Company or its agent, as appropriate, may file any such reports necessary to obtain benefits under the applicable tax treaties for the Holders of ADSsHolders.

Appears in 3 contracts

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

Cash Distributions; Withholding. Whenever the Company intends to make a distribution of a cash dividend or other cash distribution, the Company shall give timely notice thereof to the Depositary specifying, inter alia, the record date applicable for determining the holders of Deposited Securities entitled to receive such distribution. Whenever the Custodian or Depositary shall receive any cash dividend or other cash distribution by the Company on any Deposited Securities, the Depositary Custodian shall, subject to the provisions of Section 4.64.06, convert or cause to be converted such dividend or distribution into dollars Dollars and shall distribute remit the amount thus received to the Depositary which shall distribute such amount to the Holders of ADSs entitled thereto, thereto in proportion to the number of ADSs American Depositary Shares representing such Deposited Securities held by them respectively; provided, however, that in the event that the Company or its agentCompany, the Custodian or the Depositary or a Custodian shall be required to withhold and does withhold from any cash dividend or other cash cash-distribution in respect of any Deposited Securities an amount on account of taxes, the amount distributed to the Holders for Holder of ADSs representing such Deposited Securities shall be reduced accordingly provided, however, that the Depositary shall make appropriate adjustments in the amounts so distributed in respect of (a) any such Deposited Securities being not entitled, by reason of date of issuance or otherwise, to receive all or any portion of such distribution or (b) any amounts (i) withheld or required to be withheld by the Company, the Custodian or the Depositary from any such distribution pursuant to Section 3.2 or otherwise on account of taxes or other governmental charges, or (ii) charged by the Depositary in the conversion of foreign currency into Dollars pursuant to Section 4.6accordingly. The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Holder of ADSs a fraction of one cent, and any balance not so distributable shall be held by the Depositary (without liability for interest thereon) and shall be added to and become part of the next sum received by the Depositary for distribution to the Holders of ADSs then outstanding. The company Company or its agent or the Depositary or its agent, as appropriate, will remit to the appropriate governmental authority or agency in Chile Sweden all amounts required to be withheld and owing to such authority or agency by the Company. The Depositary or its agent will remit to the appropriate government authority or agency in Chile all amounts required to be withheld by the Depositaryagency. The Depositary will forward to the Company or its agent such information from its records as the Company may reasonably request to enable the Company or its agent to file necessary reports with governmental authorities or agencies, and either the Depositary, a Custodian or the Company or its agent, as appropriate, may file any such reports necessary to obtain benefits under the applicable tax treaties for the Holders of ADSs.

Appears in 3 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)

Cash Distributions; Withholding. Whenever the Custodian or the Depositary shall receive receives any cash dividend or other cash distribution by the Company on in respect of any Deposited Securities, the Depositary shallwill, subject to the provisions of Section 4.64.06 of the Deposit Agreement (which are summarized in paragraph (18) below), convert or cause to be converted any portion of such dividend or distribution which is not in dollars to be converted into dollars and shall promptly distribute the such amount thus received to the Holders entitled thereto, hereto in proportion to the number of ADSs representing such Deposited Securities held by them respectively, after deduction or upon payment of the fees and expenses of the Depositary or the Custodian (and without liability for interest); provided, however, that in the event that the Company or its agentCompany, the Custodian or the Depositary or a Custodian shall be required to withhold and does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities an amount on account of taxestaxes or other governmental charges, the amount distributed to the Holders for in respect of ADSs representing such Deposited Securities shall be reduced accordingly provided, however, that the Depositary shall make appropriate adjustments in the amounts so distributed in respect of (a) any such Deposited Securities being not entitled, by reason of date of issuance or otherwise, to receive all or any portion of such distribution or (b) any amounts (i) withheld or required to be withheld by the Company, the Custodian or the Depositary from any such distribution pursuant to Section 3.2 or otherwise on account of taxes or other governmental charges, or (ii) charged by the Depositary in the conversion of foreign currency into Dollars pursuant to Section 4.6accordingly. The Depositary shall will distribute only such amount, however, as can be distributed without attributing to any Holder a fraction of one cent, and any balance not so distributable shall will be held by the Depositary (without liability for interest thereon) and shall will be added to and become part of the next sum received by the Depositary for distribution to the Holders of ADSs then outstanding. The company Company has agreed with the Depositary that the Company or its agent agent, or the Depositary or its agent, as appropriate, will remit to the appropriate governmental authority or agency in Chile all amounts required to be withheld and owing to such authority or agency by the Company. The Depositary or its agent will remit to the appropriate government authority or agency in Chile all amounts required to be withheld by the Depositaryagency. The Depositary will forward to the Company or its agent such information from its records as the Company may reasonably request to enable the Company or its agent to file necessary reports with governmental authorities or agenciesagencies or, at the request and either expense of the Company, the Depositary or its agent may file such reports if deemed lawful and reasonably feasible by the Depositary, a Custodian or the Company or its agent, as appropriate, may file any such reports necessary to obtain benefits under the applicable tax treaties for the Holders of ADSs.

Appears in 3 contracts

Samples: Deposit Agreement (Philippine Long Distance Telephone Co), Common Stock Deposit Agreement (Philippine Long Distance Telephone Co), Deposit Agreement (Philippine Long Distance Telephone Co)

Cash Distributions; Withholding. Whenever the Custodian or the Depositary shall receive receives any cash dividend or other cash distribution by the Company on in respect of any Deposited Securities, the Depositary shall, subject to the provisions of Section 4.64.06, convert or cause to be converted such dividend or distribution to be converted into dollars and remitted to the Depositary, and shall promptly distribute the amount thus received to the Holders entitled thereto, thereto in proportion to the number of ADSs GDSs representing such Deposited Securities held by them respectively, after deduction or upon payment of the fees and expenses of the Depositary; provided, however, that in the event that the Company or its agentCompany, the Custodian or the Depositary or a Custodian shall be required to withhold and does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities an amount on account of taxestaxes or other governmental charges, the amount distributed to the Holders for ADSs in respect of the GDSs representing such Deposited Securities shall be reduced accordingly provided, however, that the Depositary shall make appropriate adjustments in the amounts so distributed in respect of (a) any such Deposited Securities being not entitled, by reason of date of issuance or otherwise, to receive all or any portion of such distribution or (b) any amounts (i) withheld or required to be withheld by the Company, the Custodian or the Depositary from any such distribution pursuant to Section 3.2 or otherwise on account of taxes or other governmental charges, or (ii) charged by the Depositary in the conversion of foreign currency into Dollars pursuant to Section 4.6accordingly. The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Holder a fraction of one cent, and any balance not so distributable shall be held by the Depositary (without liability for interest thereon) and shall be added to and become part of the next sum received by the Depositary for distribution to the Holders of ADSs GDRs then outstanding. The company Company or its agent agent, or the Depositary or its agent, as appropriate, will remit to the appropriate governmental authority or agency in Chile India or any other relevant jurisdiction all amounts required to be withheld and owing to such authority or agency by the Company. The Depositary or its agent will remit to the appropriate government authority or agency in Chile all amounts required to be withheld by the Depositaryagency. The Depositary will forward to the Company or its agent such information from its records as the Company may reasonably request to enable the Company or its agent to file necessary reports with governmental authorities or agencies, and either the Depositary, a Custodian or the Company or its agent, as appropriate, may file any such reports necessary to obtain benefits under the applicable tax treaties for the Holders of ADSs.

Appears in 2 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)

Cash Distributions; Withholding. Whenever the Custodian Company intends to make a distribution of a cash dividend or other cash distribution in respect of any Deposited Securities, the Company shall give notice thereof to the Depositary at least fifteen (15) days prior to the proposed distribution specifying, inter alia, the record date applicable for determining the holders of Deposited Securities entitled to receive such distribution. Upon the timely receipt of such notice, the Depositary shall receive establish the ADS Record Date upon the terms described in Section 4.7. Upon receipt of confirmation of the receipt of (x) any cash dividend or other cash distribution by the Company on any Deposited Securities, or (y) proceeds from the sale of any Deposited Property held in respect of the ADSs under the terms hereof, the Depositary will (i) if at the time of receipt thereof any amounts received in a Foreign Currency can, in the judgment of the Depositary (pursuant to Section 4.6), be converted on a practicable basis into Dollars transferable to the United States, the Depositary shall, subject to the provisions of Section 4.6, convert or cause to be converted such dividend dividend, distribution or distribution proceeds into dollars Dollars and shall distribute the amount thus received to the Holders entitled theretothereto (net of the applicable fees and charges of, and expenses incurred by, the Depositary), in proportion to the number of ADSs representing such Deposited Securities or Deposited Property held by them respectivelyrespectively as of the applicable ADS Record Date; provided, however, that in the event that the Company or its agent, the Depositary or a Custodian shall be required to withhold and does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities an amount on account of taxes, the amount distributed to the Holders for ADSs representing such Deposited Securities shall be reduced accordingly provided, however, that the Depositary shall make appropriate adjustments in the amounts so distributed in respect of (a) any such Deposited Securities being not entitled, by reason of date of issuance or otherwise, to receive all or any portion of such distribution or (b) any amounts (i) withheld or required to be withheld by the Company, the Custodian or the Depositary from any such distribution amount pursuant to Section 3.2 or otherwise on account of taxes or other governmental charges, or (ii) charged by the Depositary in the conversion of foreign currency into Dollars pursuant to Section 4.6Dollars. The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Holder a fraction of one cent, and any balance not so distributable shall be held by the Depositary (without liability for interest thereon) and shall be added to and become part of the next sum received by the Depositary for distribution to the Holders of ADSs then outstandingoutstanding as of the ADS Record Date applicable thereto. The company Company or its agent will remit to the appropriate governmental authority or agency in Chile all amounts required to be withheld and owing to such authority or agency by the Company. The Depositary or its agent will remit to the appropriate government authority or agency in Chile all amounts required to be be, and that actually are withheld by the Depositary. The Depositary will forward to the Company such information from its records as the Company may reasonably request to enable the Company to file necessary reports with governmental authorities or agencies, and either the Depositary, a Custodian or the Company Depositary or its agent, as appropriate, may file any such reports necessary to obtain benefits under the applicable tax treaties for the Holders of ADSs. The Depositary will hold any cash amounts it is unable to distribute in a non-interest bearing account for the benefit of the applicable Holders and Beneficial Owners of ADSs until the distribution can be effected or the funds that the Depositary holds must be escheated as unclaimed property in accordance with the laws of the relevant states of the United States. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.2, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.2, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.2 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Appears in 2 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)

Cash Distributions; Withholding. Whenever the Custodian or the Depositary shall receive receives any cash dividend or other cash distribution by the Company on in respect of any Deposited Securities, the Depositary shall, subject to the provisions of Section 4.64.06, convert or cause to be converted any portion of such dividend or distribution which is not in dollars to be converted into dollars and shall promptly distribute the such amount thus received to the Holders entitled thereto, hereto in proportion to the number of ADSs representing such Deposited Securities held by them respectively, after deduction or upon payment of the fees and expenses of the Depositary or the Custodian (and without liability for interest); provided, however, that in the event that the Company or its agentCompany, the Custodian or the Depositary or a Custodian shall be required to withhold and does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities an amount on account of taxestaxes or other governmental charges, the amount distributed to the Holders for in respect of ADSs representing such Deposited Securities shall be reduced accordingly provided, however, that the Depositary shall make appropriate adjustments in the amounts so distributed in respect of (a) any such Deposited Securities being not entitled, by reason of date of issuance or otherwise, to receive all or any portion of such distribution or (b) any amounts (i) withheld or required to be withheld by the Company, the Custodian or the Depositary from any such distribution pursuant to Section 3.2 or otherwise on account of taxes or other governmental charges, or (ii) charged by the Depositary in the conversion of foreign currency into Dollars pursuant to Section 4.6accordingly. The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Holder a fraction of one cent, and any balance not so distributable shall be held by the Depositary (without liability for interest thereon) and shall be added to and become part of the next sum received by the Depositary for distribution to the Holders of ADSs then outstanding. The company Company has agreed with the Depositary that the Company or its agent agent, or the Depositary or its agent, as appropriate, will remit to the appropriate governmental authority or agency in Chile all amounts required to be withheld and owing to such authority or agency by the Company. The Depositary or its agent will remit to the appropriate government authority or agency in Chile all amounts required to be withheld by the Depositaryagency. The Depositary will forward to the Company or its agent such information from its records as the Company may reasonably request to enable the Company or its agent to file necessary reports with governmental authorities or agenciesagencies or, at the request and either expense of the Company, the Depositary or its agent may file such reports if deemed lawful and reasonably feasible by the Depositary, a Custodian or the Company or its agent, as appropriate, may file any such reports necessary to obtain benefits under the applicable tax treaties for the Holders of ADSs.

Appears in 1 contract

Samples: Common Stock Deposit Agreement (Philippine Long Distance Telephone Co)

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Cash Distributions; Withholding. Whenever the Custodian or the Depositary shall receive receives any cash dividend or other cash distribution by the Company on in respect of any Deposited Securities, the Depositary shall, subject to the provisions of Section 4.64.06, convert or cause to be converted such dividend or distribution to be converted into dollars and remitted to the Depositary, and shall promptly distribute the amount thus received (without liability for interest) to the Holders entitled thereto, thereto in proportion to the number of ADSs International GDSs representing such Deposited Securities held by them respectively, after deduction or upon payment of the fees and expenses of the Depositary or the Custodian; provided, however, that in the event that the Company or its agentCompany, the Custodian or the Depositary or a Custodian shall be required to withhold and does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities an amount on account of taxestaxes or other governmental charges, the amount distributed to the Holders for ADSs in respect of the International GDSs representing such Deposited Securities shall be reduced accordingly provided, however, that the Depositary shall make appropriate adjustments in the amounts so distributed in respect of (a) any such Deposited Securities being not entitled, by reason of date of issuance or otherwise, to receive all or any portion of such distribution or (b) any amounts (i) withheld or required to be withheld by the Company, the Custodian or the Depositary from any such distribution pursuant to Section 3.2 or otherwise on account of taxes or other governmental charges, or (ii) charged by the Depositary in the conversion of foreign currency into Dollars pursuant to Section 4.6accordingly. The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Holder a fraction of one cent, and any balance not so distributable shall be held by the Depositary (without liability for interest thereon) and shall be added to and become part of the next sum received by the Depositary for distribution to the Holders of ADSs International GDRs then outstanding. The company Company or its agent agent, or the Depositary or its agent, as appropriate, will remit to the appropriate governmental authority or agency in Chile all amounts required to be withheld and owing to such authority or agency by the Company. The Depositary or its agent will remit to the appropriate government authority or agency in Chile all amounts required to be withheld by the Depositaryagency. The Depositary will forward to the Company or its agent such information from its records as the Company may reasonably request to enable the Company or its agent to file necessary reports with governmental authorities or agencies, and either the Depositary, a Custodian . The Company shall take all reasonable steps to file or the Company or its agent, as appropriate, may file cause to be filed any such reports necessary to obtain benefits under the any applicable tax taxation treaties for the Holders of ADSsInternational GDRs.

Appears in 1 contract

Samples: Deposit Agreement (Tata Motors LTD/Fi)

Cash Distributions; Withholding. Whenever the Custodian or the Depositary shall receive receives any cash dividend or other cash distribution by the Company on in respect of any Deposited Securities, the Depositary shall, subject to the provisions of Section 4.64.06, convert or cause to be converted any portion of such dividend or distribution which is not in dollars to be converted into dollars and shall promptly distribute the such amount thus received to the Holders entitled thereto, hereto in proportion to the number of ADSs GDSs representing such Deposited Securities held by them respectively, after deduction or upon payment of the fees and expenses of the Depositary or the Custodian (and without liability for interest); provided, however, that in the event that the Company or its agentCompany, the Custodian or the Depositary or a Custodian shall be required to withhold and does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities an amount on account of taxestaxes or other governmental charges, the amount distributed to the Holders for ADSs in respect of GDSs representing such Deposited Securities shall be reduced accordingly provided, however, that the Depositary shall make appropriate adjustments in the amounts so distributed in respect of (a) any such Deposited Securities being not entitled, by reason of date of issuance or otherwise, to receive all or any portion of such distribution or (b) any amounts (i) withheld or required to be withheld by the Company, the Custodian or the Depositary from any such distribution pursuant to Section 3.2 or otherwise on account of taxes or other governmental charges, or (ii) charged by the Depositary in the conversion of foreign currency into Dollars pursuant to Section 4.6accordingly. The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Holder a fraction of one cent, and any balance not so distributable shall be held by the Depositary (without liability for interest thereon) and shall be added to and become part of the next sum received by the Depositary for distribution to the Holders of ADSs then outstanding. The company Company has agreed with the Depositary that the Company or its agent agent, or the Depositary or its agent, as appropriate, will remit to the appropriate governmental authority or agency in Chile all amounts required to be withheld and owing to such authority or agency by the Company. The Depositary or its agent will remit to the appropriate government authority or agency in Chile all amounts required to be withheld by the Depositaryagency. The Depositary will forward to the Company or its !ge(R)t such information from its records as the Company may reasonably request to enable the Company or its agent to file necessary reports with governmental authorities or agenciesagencies or, at the request and either expense of the Company, the Depositary or its agent may file such reports if deemed lawful and reasonably feasible by the Depositary, a Custodian or the Company or its agent, as appropriate, may file any such reports necessary to obtain benefits under the applicable tax treaties for the Holders of ADSs.

Appears in 1 contract

Samples: Preferred Stock Deposit Agreement (Philippine Long Distance Telephone Co)

Cash Distributions; Withholding. Whenever the Custodian or the Depositary shall receive receives any cash dividend or other cash distribution by the Company on in respect of any Deposited Securities, the Depositary shall, subject to the provisions of Section 4.64.06, convert or cause to be converted such dividend or distribution to be converted into dollars and remitted to the Depositary, and shall promptly distribute the amount thus received (without liability for interest) to the Holders entitled thereto, thereto in proportion to the number of ADSs Rule 144A GDSs representing such Deposited Securities held by them respectively, after deduction or upon payment of the fees and expenses of the Depositary or the Custodian; provided, however, that in the event that the Company or its agentCompany, the Custodian or the Depositary or a Custodian shall be required to withhold and does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities an amount on account of taxestaxes or other governmental charges, the amount distributed to the Holders for ADSs in respect of the Rule l44A GDSs representing such Deposited Securities shall be reduced accordingly provided, however, that the Depositary shall make appropriate adjustments in the amounts so distributed in respect of (a) any such Deposited Securities being not entitled, by reason of date of issuance or otherwise, to receive all or any portion of such distribution or (b) any amounts (i) withheld or required to be withheld by the Company, the Custodian or the Depositary from any such distribution pursuant to Section 3.2 or otherwise on account of taxes or other governmental charges, or (ii) charged by the Depositary in the conversion of foreign currency into Dollars pursuant to Section 4.6accordingly. The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Holder a fraction of one cent, and any balance not so distributable shall be held by the Depositary (without liability for interest thereon) and shall be added to and become part of the next sum received by the Depositary for distribution to the Holders of ADSs Rule 144A GDRs then outstanding. The company Company or its agent agent, or the Depositary or its agent, as appropriate, will remit to the appropriate governmental authority or agency in Chile all amounts required to be withheld and owing to such authority or agency by the Company. The Depositary or its agent will remit to the appropriate government authority or agency in Chile all amounts required to be withheld by the Depositaryagency. The Depositary will forward to the Company or its agent such information from its records as the Company may reasonably request to enable the Company or its agent to file necessary reports with governmental authorities or agencies, and either the Depositary, a Custodian . The Company shall take all reasonable steps to file or the Company or its agent, as appropriate, may file cause to be filed any such reports necessary to obtain benefits under the any applicable tax taxation treaties for the Holders of ADSsRule 144A GDRs.

Appears in 1 contract

Samples: 144a Deposit Agreement (Tata Motors LTD/Fi)

Cash Distributions; Withholding. Whenever the Depositary is notified by the Custodian or Depositary shall receive of the receipt of any cash dividend or other cash distribution by the Company on any Deposited Securities, the Depositary shall, or shall cause its agent to, subject to the provisions of Section 4.64.06, convert or cause to be converted such dividend or distribution into dollars and shall distribute as promptly as practicable remit the amount thus received to the Depositary which shall distribute promptly such amount to the Holders of Receipts entitled thereto, thereto in proportion to the number of ADSs American Depositary Shares representing such Deposited Securities held by them respectivelyrespectively after deduction or upon payment of the fees and expenses of the Depositary as set forth in Exhibit B hereto; provided, however, that in the event that the Company or its agentCompany, the Custodian or the Depositary or a Custodian shall be required to withhold and does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities an amount on account of taxestaxes or other governmental charges, the amount distributed to the Holders for ADSs Holder of Receipts in respect of American Depositary Shares representing such Deposited Securities shall be reduced accordingly provided, however, that the Depositary shall make appropriate adjustments in the amounts so distributed in respect of (a) any such Deposited Securities being not entitled, by reason of date of issuance or otherwise, to receive all or any portion of such distribution or (b) any amounts (i) withheld or required to be withheld by the Company, the Custodian or the Depositary from any such distribution pursuant to Section 3.2 or otherwise on account of taxes or other governmental charges, or (ii) charged by the Depositary in the conversion of foreign currency into Dollars pursuant to Section 4.6accordingly. The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Holder of a Receipt a fraction of one cent, and any balance not so distributable shall be held by the Depositary (without liability for interest thereon) and shall be added to and become part of the next sum received by the Depositary for distribution to the Holders of ADSs Receipts then outstanding. The company Company or its agent or the Depositary or its agent, as appropriate, will remit to the appropriate governmental authority or agency in Chile the Republic of France or any other relevant jurisdiction all amounts required to be withheld and owing to such authority or agency. Evidence of remittance thereof by the Company or its agent to such governmental authority or agency shall be forwarded by the Company to the Depositary promptly upon request. The Depositary and the Custodian shall not be required to provide the Holders or the Beneficial Owners with evidence of such remittance by the Company of taxes withheld or, of the payment of any taxes by the Company. The Depositary , except to the extent the evidence has been provided by the Company (or its agent will remit agent) to the appropriate government authority or agency in Chile all amounts required to be withheld by the Depositary. The Depositary will forward to the Company or its agent such information from its records as the Company may reasonably request to enable the Company or its agent to file necessary reports with governmental authorities or agencies, and either the Depositary, a Custodian or the Company or its agent, as appropriate, may file any such reports necessary to obtain benefits under the applicable tax treaties for the Holders of ADSsReceipts.

Appears in 1 contract

Samples: Deposit Agreement (Groupe Danone)

Cash Distributions; Withholding. Whenever the Custodian Company intends to make a distribution of a cash dividend or other cash distribution, the Company shall give notice thereof to the Depositary at least fifteen (15) days prior to the proposed distribution, specifying, inter alia, the record date applicable for determining the holders of Deposited Securities entitled to receive such distribution. Upon the timely receipt of such notice, the Depositary shall receive establish the GDS Record Date upon the terms described in Section 4.08. Upon receipt of confirmation from the Custodian of the receipt of any cash dividend or other cash distribution by the Company on in respect of any Deposited Securities, or upon receipt of proceeds from the Depositary shallsale of any Deposited Securities or any other entitlements held in respect of Deposited Securities under the terms hereof, subject to the provisions of Section 4.64.07 and if in the judgment of the Custodian or Depositary, such dividend or distribution or proceeds received in foreign currency may be converted on a practicable basis into dollars which can, at the time of receipt thereof be transferred to the United States and distributed to the Holders entitled thereto, then the Custodian or Depositary shall convert or cause to be converted as promptly as practicable such dividend or distribution foreign currency into dollars and shall distribute the amount thus received (without liability for interest and less any reasonable and customary expenses incurred by the Custodian or Depositary in converting such foreign currency) to the Holders entitled thereto, thereto as of the GDS Record Date in proportion to the number of ADSs GDSs representing such Deposited Securities held by them respectively, after deduction or upon payment of the fees and expenses of the Depositary in accordance with Section 5.06; provided, however, that in the event that the Company or its agentCompany, the Custodian or the Depositary or a Custodian shall be required to withhold and does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities an amount on account of taxestaxes or other governmental charges, the amount distributed to the Holders for ADSs in respect of the GDSs representing such Deposited Securities shall be reduced accordingly provided, however, that accordingly. If at any time in the judgment of the Depositary shall make appropriate adjustments in the amounts received in foreign currency may not be converted on a reasonable basis into dollars distributable to the Holders entitled thereto, or may not be so distributed convertible for all of the Holders entitled thereto, the Depositary may in respect its discretion make such conversion, if any, and distribution in dollars to the extent permissible to the Holders entitled thereto and may distribute the balance of (a) any such Deposited Securities being the foreign currency received and not entitled, by reason of date of issuance or otherwise, to receive all or any portion of such distribution or (b) any amounts (i) withheld or required to be withheld so convertible by the CompanyDepositary to, or hold such balance for the respective accounts of, the Holders entitled thereto. The Custodian or the Depositary from any such distribution pursuant to Section 3.2 or otherwise on account of taxes or other governmental charges, or (ii) charged by the Depositary in the conversion of foreign currency into Dollars pursuant to Section 4.6. The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Holder a fraction of one cent, and any balance not so distributable shall be held by the Depositary (without liability for interest thereon) and shall be added to and become part of the next net sum received by the Depositary for distribution to the Holders of ADSs then outstandingGDSs. The company Company or its agent agent, or the Depositary or its agent, as appropriate, will remit to the appropriate governmental authority or agency in Chile all amounts required to be withheld and owing to such authority or agency by the Company. The Depositary or its agent will remit to the appropriate government authority or agency in Chile all amounts required to be withheld by the Depositaryagency. The Depositary will forward to the Company or its agent such information from its records as the Company may reasonably request to enable the Company or its agent to file necessary reports with governmental authorities or agencies, and either the . The Depositary, a Custodian or the Custodian, the Company or its agentagent may, as appropriatebut shall not be obligated to, may take all reasonable steps to file or cause to be filed any such reports necessary to obtain benefits under the any applicable tax taxation treaties for the Holders or Beneficial Owners of ADSsGDSs.

Appears in 1 contract

Samples: Deposit Agreement (Citibank,N.A./ADR)

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