Certain Rights of the Depositary; Limitations. Subject to the further terms and provisions of this Pxxxxxxxx 00, Xxxxxxxx, N.A. and its agents may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may issue Receipts against evidence of rights to receive Shares from the Company, or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf of the holder thereof. The Depositary will not lend Shares or Receipts; provided, however, that the Depositary reserves the right to (i) issue Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement and (ii) deliver Shares prior to the receipt and cancellation of Receipts pursuant to Section 2.05 of the Deposit Agreement, including Receipts which were issued under (i) above but for which Shares may not have been received. The Depositary may receive Receipts in lieu of Shares under (i) above and receive Shares in lieu of Receipts under (ii) above. Each such transaction shall be (a) subject to (x) a written representation by the person or entity (the "Applicant") to whom Receipts are issued or Shares delivered that at the time the Depositary issues such Receipts or delivers such Shares, the Applicant or its customer owns the Shares or Receipts to be delivered to the Depositary, or (y) such evidence of ownership of Shares or Receipts as the Depositary deems appropriate, (b) subject to a written representation by the Applicant that it will hold such Shares or Receipts in trust for the Depositary until their delivery to the Depositary or custodian, reflect on its records the Depositary as owner of such Shares or Receipts and deliver such Shares upon the Depositary's request, (c) at all times fully collateralized (marked to market daily) with cash, United States government securities, or other collateral of comparable safety and liquidity, (d) terminable by the Depositary on not more than five (5) business days notice, and (e) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will limit the number of Receipts issued by it under (i) above and outstanding at any time to thirty percent (30%) of the Receipts issued by the Depositary and with respect to which Shares are on deposit with the Depositary or Custodian. The Depositary will also set limits with respect to the number of Receipts and Shares involved in transactions to be effected hereunder with any one person on a case by case basis as it deems appropriate. Collateral provided by an Applicant for Receipts or Shares, but not the earnings thereon, will be held for the benefit of the Holder. The Depositary may retain for its own account any compensation received by it in connection with the foregoing, including without limitation earnings on the collateral.
Appears in 1 contract
Certain Rights of the Depositary; Limitations. Subject to the further terms and provisions of this Pxxxxxxxx 00Article (24), Xxxxxxxx, N.A. the Depositary and its agents agents, on their own behalf, may own and deal in any class of securities of the Company and its affiliates any Affiliate of the Company and in Receipts. The Depositary may issue Receipts against evidence of rights to receive Shares from be registered with the Company, or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect Share Registrar as the owner of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership rights to be registered with the Share Registrar as the owner of Shares furnished on behalf of the holder thereof. The In its capacity as Depositary, the Depositary will shall not lend Shares or Receipts; provided, however, that the Depositary reserves the right to (i) may issue Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release Transaction”) and (ii) deliver Shares prior to upon the receipt and cancellation of Receipts pursuant to Section 2.05 of the Deposit Agreement, including Receipts which were issued under (i) above in a Pre-Release Transaction but for which Shares may not have been received. The Depositary may receive Receipts in lieu of Shares under (i) above and receive Shares in lieu satisfaction of Receipts under (ii) abovea Pre-Release Transaction. Each such transaction shall Pre-Release Transaction will be (a) accompanied by or subject to (x) a written representation by agreement whereby the person or entity (the "“Applicant"”) to whom Receipts are issued or Shares to be delivered (i) represents that at the time of the Depositary issues such Receipts or delivers such Shares, Pre-Release Transaction the Applicant or its customer owns the Shares or Receipts that are to be delivered in connection with such Pre-Release Transaction, (ii) agrees to indicate the Depositary, or (y) Depositary as owner of such evidence of ownership of Shares or Receipts as the Depositary deems appropriate, (b) subject in its records and to a written representation by the Applicant that it will hold such Shares or Receipts in trust for the Depositary until their delivery such Shares or Receipts are delivered to the Depositary or custodiana Custodian, reflect on its records (iii) unconditionally guarantees to deliver to the Depositary or a Custodian, as owner of applicable, such Shares or Receipts and deliver such Shares upon (iv) agrees to any additional restrictions or requirements that the Depositary's requestDepositary deems appropriate, (cb) at all times fully collateralized (marked to market daily) with cash, United States government securities, securities or such other collateral of comparable safety and liquidityas the Depositary deems appropriate, (dc) terminable by the Depositary on not more than five (5) business days notice, days' notice and (ed) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of Receipts issued by it under (i) above and outstanding Shares involved in Pre-Release Transactions at any one time to thirty percent (30%) of the number of Receipts then issued by the Depositary and with in respect to of which Shares shares are on deposit deposited with the Depositary or a Custodian, provided, however, that the Depositary may change or disregard such limit from time to time as it deems appropriate. The Depositary will may also set limits with respect to the number of Receipts and Shares involved in transactions to be effected hereunder Pre-Release Transactions with any one person on a case by case basis as it deems appropriate. Collateral provided The Depositary will terminate all Pre-Release Transactions and enter no new Pre-Release Transactions to the extent requested by an Applicant for Receipts or Shares, but not the earnings thereon, will be held for the benefit of the HolderCompany. The Depositary may retain for its own account any compensation received by it in connection with the foregoingforegoing (including, including without limitation limitation, earnings on the collateral.collateral provided pursuant to (b) above). Collateral provided pursuant to (b) above, but not the earnings thereon, shall be for the benefit of the Holders (other than the Applicant). FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto ______________________ whose taxpayer identification number is _____________________ and whose address including postal zip code is ___________________________, the within Receipt and all rights and interests represented thereby, and hereby irrevocably constitutes and appoints_______________________ attorney-in-fact to transfer said Receipt on the books of the Depositary, with full power of substitution in the premises. Dated: Name: By: Title:
Appears in 1 contract
Certain Rights of the Depositary; Limitations. Subject to the further terms and provisions of this Pxxxxxxxx 00paragraph (25) and the Deposit Agreement, Xxxxxxxxthe Depositary, N.A. its Affiliates and its agents their agents, on their own behalf, may own and deal in any class of securities of the Company and its affiliates Affiliates and in ReceiptsADSs. The Depositary may issue Receipts ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in authorized by the Company to maintain ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf of Shares. In its capacity as Depositary, the holder thereof. The Depositary will shall not lend Shares or ReceiptsADSs; provided, however, that the Depositary reserves may, except in the right to case of Restricted ADSs (as defined in the Deposit Agreement) (i) issue Receipts ADSs prior to the receipt of Shares pursuant to Section 2.02 2.3 of the Deposit Agreement and (ii) deliver Shares prior to the receipt and cancellation of Receipts ADSs for withdrawal of Deposited Securities pursuant to Section 2.05 2.7 of the Deposit Agreement, including Receipts ADSs which were issued under (i) above but for which Shares may not have been receivedreceived (each such transaction a "Pre-Release Transaction"). The Depositary may receive Receipts ADSs in lieu of Shares under (i) above and receive Shares in lieu of Receipts ADSs under (ii) above. Each such transaction shall Pre-Release Transaction will be (a) subject to (x) a written representation by agreement whereby the person or entity (the "Applicant") to whom Receipts are issued ADSs or Shares are to be delivered (w) represents that at the time of the Depositary issues such Receipts or delivers such Shares, Pre-Release Transaction the Applicant or its customer owns the Shares or Receipts ADSs that are to be delivered by the Applicant under such Pre-Release Transaction, (x) agrees to indicate the Depositary as owner of such Shares or ADSs in its records and to hold such Shares or ADSs in trust for the Depositary until such Shares or ADSs are delivered to the DepositaryDepositary or the Custodian, or (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such evidence of ownership of Shares or Receipts as ADSs and (z) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (b) subject to a written representation by the Applicant that it will hold such Shares or Receipts in trust for the Depositary until their delivery to the Depositary or custodian, reflect on its records the Depositary as owner of such Shares or Receipts and deliver such Shares upon the Depositary's request, (c) at all times fully collateralized (marked to market daily) with cash, United States U.S. government securities, securities or such other collateral of comparable safety and liquidityas the Depositary deems appropriate, (dc) terminable by the Depositary on not more than five (5) business days notice, days' notice and (ed) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of Receipts issued by it under (i) above ADSs and outstanding Shares involved in such Pre-Release Transactions at any one time to thirty percent (30%) of the Receipts issued by ADSs outstanding (without giving effect to ADSs outstanding under (i) above), provided, however, that the Depositary and with respect reserves the right to which Shares are on deposit with the Depositary change or Custodiandisregard such limit from time to time as it deems A-22 appropriate. The Depositary will may also set limits with respect to the number of Receipts ADSs and Shares involved in transactions to be effected hereunder Pre-Release Transactions with any one person on a case by case basis as it deems appropriate. Collateral provided by an Applicant for Receipts or Shares, but not the earnings thereon, will be held for the benefit of the Holder. The Depositary may retain for its own account any compensation received by it in connection conjunction with the foregoing. Collateral provided pursuant to (b) above, but not earnings thereon, shall be held for the benefit of the Holders (other than the Applicant). (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including without limitation earnings postal zip code is ________________, the within ADS and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADS on the collateralbooks of the Depositary with full power of substitution in the premises. Dated: Name:________________________________ By: Title: NOTICE: The signature of the Holder to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever. If the endorsement be executed by an attorney, executor, administrator, trustee or guardian, the person executing the endorsement must give his/her full title in such capacity and proper evidence of authority to act in such capacity, if not on file with the Depositary, must be forwarded with this ADR.
Appears in 1 contract
Samples: Deposit Agreement (China Netcom Group CORP (Hong Kong) LTD)
Certain Rights of the Depositary; Limitations. Subject to the further terms and provisions of this Pxxxxxxxx 00Article (24), Xxxxxxxx, N.A. the Depositary and its agents agents, on their own behalf, may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may issue Receipts against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf of the holder thereof. The In its capacity as Depositary, the Depositary will shall not lend Shares or Receipts; provided, however, that the Depositary reserves the right to may (i) issue Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement and (ii) deliver Shares prior to the receipt and cancellation of Receipts pursuant to Section 2.05 of the Deposit Agreement, including Receipts which were issued under (i) above but for which Shares may not have been receivedreceived (each such transaction a "Pre-Release Transaction"). The Depositary may receive Receipts in lieu of Shares under (i) above and receive Shares in lieu of Receipts under (ii) above. Each such transaction shall Pre-Release Transaction will be (a) accompanied by or subject to (x) a written representation by agreement whereby the person or entity (the "Applicant") to whom Receipts are issued or Shares are to be delivered (w) represents that at the time of the Depositary issues such Receipts or delivers such Shares, Pre-Release Transaction the Applicant or its customer owns the Shares or Receipts that are to be delivered by the Applicant under such Pre-Release Transaction, (x) agrees to indicate the Depositary, or (y) Depositary as owner of such evidence of ownership of Shares or Receipts as the Depositary deems appropriate, (b) subject in its records and to a written representation by the Applicant that it will hold such Shares or Receipts in trust for the Depositary until their delivery such Shares or Receipts are delivered to the Depositary or custodianthe Custodian, reflect on its records (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as owner of applicable, such Shares or Receipts and deliver such Shares upon (z) agrees to any additional restrictions or requirements that the Depositary's requestDepositary deems appropriate, (cb) at all times fully collateralized (marked to market daily) with cash, United States government securities, securities or such other collateral of comparable safety and liquidityas the Depositary reasonably deems appropriate, (dc) terminable by the Depositary on not more than five (5) business days notice, notice and (ed) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of Receipts issued by it under (i) above and outstanding Shares involved in such Pre-Release Transactions at any anyone time to thirty percent (30%) of the Receipts issued by outstanding (without giving effect to Receipts outstanding under (i) above), provided, however, that the Depositary and with respect reserves the right to which Shares are on deposit with the Depositary change or Custodiandisregard such limit from time to time as it deems appropriate. The Depositary will may also set limits with respect to the number of Receipts and Shares involved in transactions to be effected hereunder Pre-Release Transactions with any one anyone person on a case by case basis as it deems appropriate. Collateral provided by an Applicant for Receipts or Shares, but not the earnings thereon, will be held for the benefit of the Holder. The Depositary may retain for its own account any compensation received by it in connection conjunction with the foregoing. Collateral provided pursuant to (b) above, but not earnings thereon, shall be for the benefit of the Holder. (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ whose taxpayer identification number is _________________________________ and whose address including without limitation earnings postal zip code is ___________________, the within Receipt and all rights thereunder, hereby irrevocably constituting and appointing __________________ attorney-in-fact to transfer said Receipt on the collateral.books of the Depositary with full power of substitution in the premises. Dated: Name: ---------------------------------- ----------------------------- By: ----------------------------- Title: ----------------------------- NOTICE: The signature of the Holder to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever. SIGNATURE GUARANTEED ---------------------------------- EXHIBIT B _________________________ Notice to Holders _________________________ To the Registered Holders of American Depositary Shares ("ADSs") representing common shares, par value ten Bolivars (Bs. 10.00), of Manufacturas de Papel, C.A. (MANPA), S.A.C.A. Please be advised that Manufacturas de Papel, C.A. (MANPA), S.A.C.A. (the "Company") has, in order to take into account the recently enacted Currency Restructuring Law of Venezuela, as of December 19, 2007, changed the par value of its Common Shares (the "Shares"), from Ten Bolivars (Bs. 10.00) each to One Hundred Bolivars (Bs. 100.00) each, and, concurrently therewith, the Company has effectuated a reverse split of the Shares pursuant to which holders of existing Shares are to receive one new Share for every ten (10) existing Shares held as of the close of business in New York on December 18, 2007. Accordingly, Citibank, N.A.., as depositary for the ADSs (the "Depositary"), and the Company have agreed to reflect the change in par value and the reverse stock split by means of a change of the ratio of ADSs-to-Shares as follows:
Appears in 1 contract
Samples: Deposit Agreement (Manufacturas De Papel C a Manpa S a C a /Fi)
Certain Rights of the Depositary; Limitations. Subject to the further terms and provisions of this Pxxxxxxxx 00Article and of the Deposit Agreement, Xxxxxxxx, N.A. Deutsche Bank Trust Company Americas and its agents may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may issue Receipts against evidence of rights to receive Shares from the Company, or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf of the holder Holder thereof. The In its capacity as Depositary, the Depositary will shall not lend Shares or Receipts; provided, provided however, that the Depositary reserves the right to may (i) issue Receipts prior to the receipt of Shares pursuant to Section 2.02 2.2 of the Deposit Agreement and (ii) deliver Shares prior to the receipt and cancellation of Receipts pursuant to Section 2.05 2.5 of the Deposit Agreement, including Receipts which were issued under (i) above but for which Shares may not have been receivedreceived (each such transaction a “Pre-Release Transaction”). The Depositary may receive Receipts in lieu of Shares under (i) above and receive Shares in lieu of Receipts under (ii) above. Each such transaction shall Pre-Release Transaction will be (a) accompanied by or subject to (x) a written representation by agreement whereby the person or entity (the "“Applicant"”) to whom Receipts are issued or Shares are to be delivered (w) represents that at the time of the Depositary issues such Receipts or delivers such Shares, Pre-Release Transaction the Applicant or its customer owns the Shares or Receipts that are to be delivered by the Applicant under such Pre-Release Transaction, (x) agrees to indicate the Depositary, or (y) Depositary as owner of such evidence of ownership of Shares or Receipts as the Depositary deems appropriate, (b) subject in its records and to a written representation by the Applicant that it will hold such Shares or Receipts in trust for the Depositary until their delivery such Shares or Receipts are delivered to the Depositary or custodianthe Custodian, reflect on its records (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as owner of applicable, such Shares or Receipts and deliver such Shares upon (z) agrees to any additional restrictions or requirements that the Depositary's requestDepositary deems appropriate, (cb) at all times fully collateralized (marked to market daily) with cash, United States government securities, securities or such other collateral of comparable safety and liquidityliquidity as the Depositary deems appropriate, (dc) terminable by the Depositary on not more than five (5) business days notice, notice and (ed) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of Receipts issued by it under (i) above and outstanding Shares involved in such Pre-Release Transactions at any one time to thirty percent (30%) of the Receipts issued by outstanding (without giving effect to Receipts outstanding under (i) above), provided, however, that the Depositary and with respect reserves the right to which Shares are on deposit change or disregard such limit from time to time as it deems appropriate, after consultation with the Depositary or CustodianCompany to the extent practicable. The Depositary will may also set limits with respect to the number of Receipts Receipt and Shares involved in transactions to be effected hereunder Pre-Release Transactions with any one person on a case by case basis as it deems appropriate. Collateral provided by an Applicant for Receipts or Shares, but not the earnings thereon, will be held for the benefit of the Holder. The Depositary may retain for its own account any compensation received by it in connection conjunction with the foregoing. Collateral provided pursuant to (b) above, including without limitation but not the earnings on thereon, shall beheld for the collateralbenefit of the Holder.
Appears in 1 contract
Samples: Deposit Agreement (Centerpulse LTD)
Certain Rights of the Depositary; Limitations. Subject to the further terms and provisions of this Pxxxxxxxx 00Article (24), Xxxxxxxx, N.A. the Depositary and its agents agents, on their own behalf, may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may issue Receipts against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf of the holder thereof. The In its capacity as Depositary, the Depositary will shall not lend Shares or Receipts; provided, however, that the Depositary reserves the right to may (i) issue Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement and (ii) deliver Shares prior to the receipt and cancellation of Receipts pursuant to Section 2.05 of the Deposit Agreement, including Receipts which were issued under (i) above but for which Shares may not have been receivedreceived (each such transaction a "Pre-Release Transaction"). The Depositary may receive Receipts in lieu of Shares under (i) above and receive Shares in lieu of Receipts under (ii) above. Each such transaction shall Pre-Release Transaction will be (a) accompanied by or subject to (x) a written representation by agreement whereby the person or entity (the "Applicant") to whom Receipts are issued or Shares are to be delivered (w) represents that at the time of the Depositary issues such Receipts or delivers such Shares, Pre-Release Transaction the Applicant or its customer owns the Shares or Receipts that are to be delivered by the Applicant under such Pre-Release Transaction, (x) agrees to indicate the Depositary, or (y) Depositary as owner of such evidence of ownership of Shares or Receipts as the Depositary deems appropriate, (b) subject in its records and to a written representation by the Applicant that it will hold such Shares or Receipts in trust for the Depositary until their delivery such Shares or Receipts are delivered to the Depositary or custodianthe Custodian, reflect on its records (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as owner of applicable, such Shares or Receipts and deliver such Shares upon (z) agrees to any additional restrictions or requirements that the Depositary's requestDepositary deems appropriate, (cb) at all times fully collateralized (marked to market daily) with cash, United States government securities, securities or such other collateral of comparable safety and liquidityas the Depositary deems appropriate, (dc) terminable by the Depositary on not more than five (5) business days notice, notice and (ed) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of Receipts issued by it under (i) above and outstanding Shares involved in such Pre-Release Transactions at any one time to thirty percent (30%) of the Receipts issued by outstanding (without giving effect to Receipts outstanding under (i) above), provided, however, that the Depositary and with respect reserves the right to which Shares are on deposit with the Depositary change or Custodiandisregard such limit from time to time as it deems appropriate. The Depositary will may also set limits with respect to the number of Receipts and Shares involved in transactions to be effected hereunder Pre-Release Transactions with any one person on a case by case basis as it deems appropriate. Collateral provided by an Applicant for Receipts or Shares, but not the earnings thereon, will be held for the benefit of the Holder. The Depositary may retain for its own account any compensation received by it in connection conjunction with the foregoing. Collateral provided pursuant to (b) above, but not the earnings thereon, shall be for the benefit of the Holders (other than the Applicant). (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto ________________ whose taxpayer identification number is ______________________ and whose address including without limitation earnings postal zip code is __________________, the within Receipt and all rights and interests represented thereby, and hereby irrevocably constitutes and appoints ________________________ attorney-in-fact to transfer said Receipt on the collateral.books of the Depositary, with full power of substitution in the premises. Dated: _____________________. Name: By: Title: NOTICE: The signature of the Holder to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever. If the endorsement be executed by an attorney, executor, administrator, trustee or guardian, the person executing the endorsement must give his full title in such capacity and proper evidence of authority to act in such capacity, if not on file with the Depositary, must be forwarded with this Receipt. All endorsements or assignments of Receipts must be guaranteed by a member of a Medallion Signature Program approved by the Securities Transfer Association Inc. SIGNATURE GUARANTEED ______________________________ EXHIBIT B CHARGES OF THE DEPOSITARY ------------------------------------------------------ ---------------------------------- -------------------------------- Service Rate By Whom Paid ------------------------------------------------------ ---------------------------------- -------------------------------- (1) Issuance of ADSs upon deposits of Shares Up to $3.00 per 100 ADSs (or Party for whom deposits are (excluding issuances as a result of a dividend fraction thereof) issued made or party receiving ADSs in Shares). ------------------------------------------------------ ---------------------------------- -------------------------------- (2) Delivery of Deposited Securities, property and Up to $5.00 per 100 ADSs (or Party surrendering ADSs or cash against surrender of ADSs. fraction thereof) surrendered. making withdrawal. ------------------------------------------------------ ---------------------------------- --------------------------------
Appears in 1 contract
Certain Rights of the Depositary; Limitations. Subject to the further terms and provisions of this Pxxxxxxxx 00Article (24), Xxxxxxxxthe Depositary, N.A. its affiliates and its agents their agents, on their own behalf, may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may issue Receipts against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf of the holder thereof. The thereof In its capacity as Depositary, the Depositary will shall not lend Shares or Receipts; provided, however, that the Depositary reserves the right to may (i) issue Receipts prior to the receipt of Shares pursuant to Section 2.02 2.2 of the Deposit Agreement and (ii) deliver Shares prior to the receipt and cancellation of Receipts pursuant to Section 2.05 2.5 of the Deposit Agreement, including Receipts which were issued under (i) above but for which Shares may not have been receivedreceived (each such transaction a "Pre-Release Transaction"). The Depositary may receive Receipts in lieu of Shares under (i) above and receive Shares in lieu of Receipts under (ii) above. Each such transaction shall Pre-Release Transaction will be (a) subject to (x) a written representation by agreement whereby the person or entity (the "Applicant") to whom Receipts are issued or Shares are to be delivered (w) represents that at the time of the Depositary issues such Receipts or delivers such Shares, Pre-Release Transaction the Applicant or its customer owns the Shares or Receipts that are to be delivered to the Depositary, or (y) such evidence of ownership of Shares or Receipts as the Depositary deems appropriate, (b) subject to a written representation by the Applicant that it will hold under such Shares or Receipts in trust for the Depositary until their delivery Pre-Release Transaction, (x) agrees to the Depositary or custodian, reflect on its records indicate the Depositary as owner of such Shares or Receipts in its records and deliver to hold such Shares upon or Receipts in tmst for the Depositary's requestDepositary until such Shares or Receipts are delivered to the Depositary or the Custodian, (cy) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts and (z) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (b) at all times fully collateralized (marked to market daily) with cash, United States U.S. government securities, securities or such other collateral of comparable safety and liquidity, (d) terminable by the Depositary on not more than five (5) business days notice, and (e) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will limit the number of Receipts issued by it under (i) above and outstanding at any time to thirty percent (30%) of the Receipts issued by the Depositary and with respect to which Shares are on deposit with the Depositary or Custodian. The Depositary will also set limits with respect to the number of Receipts and Shares involved in transactions to be effected hereunder with any one person on a case by case basis as it deems appropriate. Collateral provided by an Applicant for Receipts or Shares, but not the earnings thereon, will be held for the benefit of the Holder. The Depositary may retain for its own account any compensation received by it in connection with the foregoing, including without limitation earnings on the collateral.,
Appears in 1 contract
Samples: Deposit Agreement (SKF Inc)
Certain Rights of the Depositary; Limitations. Subject to the further terms and provisions of this Pxxxxxxxx 00Section 5.12, XxxxxxxxCitibank, N.A. and its agents may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may issue Receipts against evidence of rights to receive Shares from the Company, or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf of the holder thereof. The Neither the Depositary will not nor the Custodian shall lend Shares deposited hereunder or Receipts; provided, however, that the Depositary reserves the right to (i) issue Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement and (ii) deliver Shares prior to the receipt and cancellation of Receipts pursuant to Section 2.05 of the Deposit Agreement2.05, including Receipts which were issued under (i) above but for which Shares may not have been received. The Depositary may receive Receipts in lieu of Shares under (i) above and receive Shares in lieu of Receipts under (ii) above. Each such transaction (a "Pre-Release Transaction") shall be (a) subject to accompanied by (x) a written representation by the person or entity (the "Applicant") to whom Receipts are issued or Shares delivered that at the time the Depositary issues such Receipts or delivers such Shares, the Applicant or its customer owns the Shares or Receipts to be delivered to the Depositary, or (y) such evidence of ownership of Shares or Receipts as the Depositary deems appropriate, (b) subject to a written representation by the Applicant that it will hold such Shares or Receipts in trust for the Depositary until their delivery to the Depositary or custodian, reflect on its records the Depositary as owner of such Shares or Receipts and deliver such Shares or Receipts upon the Depositary's request, (c) at all times fully collateralized (marked to market daily) with cash, United States government securities, or other collateral of comparable safety and liquidity, (d) terminable by the Depositary on not more than five (5) business days notice, and (e) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will limit intends that the number of Receipts issued by it under (i) above and outstanding at any time to time, generally will not exceed thirty percent (30%) of the Receipts issued by the Depositary and with respect to which Shares are on deposit with the Depositary or Custodiancustodian; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as the Depositary deems appropriate. The Depositary will also set limits with respect to the number of Receipts and Shares involved in transactions to be effected hereunder with any one person on a case by case basis as it deems appropriate. Collateral provided by an Applicant for Receipts or Shares, but not the earnings thereon, will shall be held for the benefit of the Holder. The Depositary may retain for its own account any compensation received by it in connection with the foregoing, including without limitation earnings on the collateral.
Appears in 1 contract
Certain Rights of the Depositary; Limitations. Subject to the further terms and provisions of this Pxxxxxxxx 00Article (24), Xxxxxxxx, N.A. the Depositary and its agents agents, on their own behalf, may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may issue Receipts against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf of the holder thereof. The In its capacity as Depositary, the Depositary will shall not lend Shares or Receipts; provided, however, that the Depositary reserves the right to may (i) issue Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement and (ii) deliver Shares prior to the receipt and cancellation of Receipts pursuant to Section 2.05 of the Deposit Agreement, including Receipts which were issued under (i) above but for which Shares may not have been receivedreceived (each such transaction a "Pre-Release Transaction"). The Depositary may receive Receipts in lieu of Shares under (i) above and receive Shares in lieu of Receipts under (ii) above. Each such transaction shall Pre-Release Transaction will be (a) accompanied by or subject to (x) a written representation by agreement whereby the person or entity (the "Applicant") to whom Receipts are issued or Shares are to be delivered (w) represents that at the time of the Depositary issues such Receipts or delivers such Shares, Pre-Release Transaction the Applicant or its customer owns the Shares or Receipts that are to be delivered by the Applicant under such Pre-Release Transaction, (x) agrees to indicate the Depositary, or (y) Depositary as owner of such evidence of ownership of Shares or Receipts as the Depositary deems appropriate, (b) subject in its records and to a written representation by the Applicant that it will hold such Shares or Receipts in trust for the Depositary until their delivery such Shares or Receipts are delivered to the Depositary or custodianthe Custodian, reflect on its records (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as owner of applicable, such Shares or Receipts and deliver such Shares upon (z) agrees to any additional restrictions or requirements that the Depositary's requestDepositary deems appropriate, (cb) at all times fully collateralized (marked to market daily) with cash, United States government securities, securities or such other collateral of comparable safety and liquidityas the Depositary deems appropriate, (dc) terminable by the Depositary on not more than five (5) business days notice, notice and (ed) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of Receipts issued by it under (i) above and outstanding Shares involved in such Pre-Release Transactions at any one time to thirty percent (30%) of the Receipts issued by outstanding (without giving effect to Receipts outstanding under (i) above), provided, however, that the Depositary and with respect reserves the right to which Shares are on deposit with the Depositary change or Custodiandisregard such limit from time to time as it deems appropriate. The Depositary will may also set limits with respect to the number of Receipts and Shares involved in transactions to be effected hereunder Pre-Release Transactions with any one person on a case by case basis as it deems appropriate. Collateral provided by an Applicant for Receipts or Shares, but not the earnings thereon, will be held for the benefit of the Holder. The Depositary may retain for its own account any compensation received by it in connection conjunction with the foregoing. Collateral provided pursuant to (b) above, but not the earnings thereon, shall be for the benefit of the Holders (other than the Applicant). (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto _____________________ whose taxpayer identification number is ________________ and whose address including without limitation earnings postal zip code is __________________________, the within Receipt and all rights and interests represented thereby, and hereby irrevocably constitutes and appoints __________________ attorney-in-fact to transfer said Receipt on the collateral.books of the Depositary, with full power of substitution in the premises. Dated: _________ Name: By: Title: NOTICE: The signature of the Holder to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever. If the endorsement be executed by an attorney, executor, administrator, trustee or guardian, the person executing the endorsement must give his full title in such capacity and proper evidence of authority to act in such capacity, if not on file with the Depositary, must be forwarded with this Receipt. All endorsements or assignments of Receipts must be guaranteed by a member of a Medallion Signature Program approved by the Securities Transfer Association Inc. SIGNATURE GUARANTEED _________________________________ [EXHIBIT B] FORM OF NOTICE TO HOLDERS NOTICE OF DEREGISTRATION To the Holders of American Depositary Shares ("ADSs") representing the Deposited Securities of the Company
Appears in 1 contract
Certain Rights of the Depositary; Limitations. Subject to the further terms and provisions of this Pxxxxxxxx 00paragraph (24), Xxxxxxxx, N.A. the Depositary and its agents agents, on their own behalf, may own and deal in any class of securities of the Company Bank and its affiliates Affiliates and in Receipts. The Depositary may issue Receipts against evidence of rights to receive Shares from the CompanyBank, any agent of the Bank or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf of the holder thereof. The In its capacity as Depositary, the Depositary will shall not lend Shares or Receipts; provided, however, that the Depositary reserves the right to may (i) issue Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement and (ii) deliver Shares prior to the receipt and cancellation of Receipts pursuant to Section 2.05 2.06 of the Deposit Agreement, including Receipts which were issued under (i) above but for which Shares may not have been receivedreceived (each such transaction a "Pre-Release Transaction"). The Depositary may receive Receipts in lieu of Shares under (i) above and receive Shares in lieu of Receipts under (ii) above. Each such transaction shall Pre Release Transaction will be (a) accompanied by or subject to (x) a written representation by agreement whereby the person or entity (the "Applicant") to whom Receipts are issued or Shares are to be delivered (w) represents that at the time of the Depositary issues such Receipts or delivers such Shares, Pre-Release Transaction the Applicant or its customer owns the Shares or Receipts that are to be delivered by the Applicant under such Pre-Release Transaction, (x) agrees to indicate the Depositary, or (y) Depositary as owner of such evidence of ownership of Shares or Receipts as the Depositary deems appropriate, (b) subject in its records and to a written representation by the Applicant that it will hold such Shares or Receipts in trust for the Depositary for the benefit of Holders until their delivery such Shares or Receipts are delivered to the Depositary or custodianthe Custodian, reflect on its records (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as owner of applicable, such Shares or Receipts and deliver such Shares upon (z) agrees to any additional restrictions or requirements that the Depositary's requestDepositary deems appropriate, (cb) at all times fully collateralized (marked to market daily) with cash, United States government securities, securities or such other collateral of comparable safety and liquidityas the Depositary deems appropriate, (dc) terminable by the Depositary on not more than five (5) business days notice, notice and (ed) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of Receipts issued by it under (i) above and outstanding Shares involved in such Pre-Release Transactions at any one time to thirty percent (30%) of the Receipts issued by outstanding (without giving effect to Receipts outstanding under (i) above), provided, however, that the Depositary and with respect reserves the right to which Shares are on deposit with the Depositary change or Custodiandisregard such limit from time to time as it deems appropriate. The Depositary will may also set limits with respect to the number of Receipts and Shares involved in transactions to be effected hereunder Pre-Release Transactions with any one person on a case by case basis as it deems appropriate. Collateral provided The Depositary shall cease conducting Pre-Release Transactions if and when requested in writing by an Applicant for Receipts or Shares, but not the earnings thereon, will be held for the benefit of the HolderBank. The Depositary may retain for its own account any compensation received by it in connection conjunction with the foregoing. Collateral provided pursuant to (b) above, but not the earnings thereon, shall be for the benefit of the Holders (other than the Applicant). (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfers) unto ____________ whose taxpayer identification number is ____________ and whose address including without limitation earnings postal zip code ____________, is the within Receipt and all rights and interests represented thereby, and hereby irrevocably constitutes and appoints ____________ attorney-in-fact to transfer said Receipt on the collateral.books of the Depositary, with full power of substitution in the premises. Dated:_____________________ Name:__________________________ By:____________________________ Title:_________________________ NOTICE: The signature of the Holder to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever. If the endorsement be executed by an attorney, executor, administrator, trustee or guardian, the person executing the endorsement must give his full title in such capacity and proper evidence of authority to act in such capacity, if not on file with the Depositary, must be forwarded with this Receipt. All endorsements or assignments of Receipts must be guaranteed by a member of a Medallion Signature Program approved by the Securities Transfer Association Inc. SIGNATURE GUARANTEED EXHIBIT B FEE SCHEDULE DEPOSITARY FEES AND RELATED CHARGES All capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Deposit Agreement. The Company, the Holders, the Beneficial Owners and the persons depositing Shares or surrendering ADSs for cancellation agree to pay the following fees of the Depositary:
(1) Issuance of ADSs upon deposit Up to $5.00 per 100 ADSs (or Person for whom deposits are made of Shares (excluding fraction thereof) issued. or person receiving ADSs. issuances contemplated by paragraphs (3)(b) and (5) below). ----------------------------------------------------------------------------------------------------------------
(2) Delivery of Deposited Up to $5.00 per 100 ADSs (or Person surrendering ADSs or making Securities, property and fraction thereof) surrendered. withdrawal. cash against surrender of ADSs. ----------------------------------------------------------------------------------------------------------------
(3) Distribution of (a) cash No fee, so long as prohibited by Person to whom distribution is made. dividend or (b) ADSs the exchange upon which the ADSs pursuant to stock dividends are listed. If the charging of (or other free distribution such fee is not prohibited, the of stock). fees specified in (1) above shall be payable in respect of a distribution of ADSs pursuant to stock dividends (or other free distribution of stock) and the fees specified in (4) below shall be payable in respect of distributions of cash. ----------------------------------------------------------------------------------------------------------------
(4) Distribution of cash proceeds Up to $2.00 per 100 ADSs (or Person to whom distribution is made. (i.e., upon sale of rights fraction thereof) held. and other entitlements). ----------------------------------------------------------------------------------------------------------------
(5) Distribution of ADSs pursuant Up to $5.00 per 100 ADSs (or Person to whom distribution is made. to exercise of rights to fraction thereof) issued. purchase additional ADSs. ----------------------------------------------------------------------------------------------------------------
Appears in 1 contract
Samples: Deposit Agreement (Bank Bradesco)
Certain Rights of the Depositary; Limitations. Subject to the further terms and provisions of this Pxxxxxxxx 00Article (24), Xxxxxxxx, N.A. the Depositary and its agents agents, on their own behalf, may own and deal in any class of securities of the Company and its affiliates any Affiliate of the Company and in Receipts. The Depositary may issue Receipts against evidence of rights to receive Shares from be registered with the Company, or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect Share Registrar as the owner of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership rights to be registered with the Share Registrar as the owner of Shares furnished on behalf of the holder thereof. The In its capacity as Depositary, the Depositary will shall not lend Shares or Receipts; provided, however, that the Depositary reserves the right to (i) may issue Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release Transaction”) and (ii) deliver Shares prior to upon the receipt and cancellation of Receipts pursuant to Section 2.05 of the Deposit Agreement, including Receipts which were issued under (i) above in a Pre-Release Transaction but for which Shares may not have been received. The Depositary may receive Receipts in lieu of Shares under (i) above and receive Shares in lieu satisfaction of Receipts under (ii) abovea Pre-Release Transaction. Each such transaction shall Pre-Release Transaction will be (a) accompanied by or subject to (x) a written representation by agreement whereby the person or entity (the "“Applicant"”) to whom Receipts are issued or Shares to be delivered (i) represents that at the time of the Depositary issues such Receipts or delivers such Shares, Pre-Release Transaction the Applicant or its customer owns the Shares or Receipts that are to be delivered in connection with such Pre-Release Transaction, (ii) agrees to indicate the Depositary, or (y) Depositary as owner of such evidence of ownership of Shares or Receipts as the Depositary deems appropriate, (b) subject in its records and to a written representation by the Applicant that it will hold such Shares or Receipts in trust for the Depositary until their delivery such Shares or Receipts are delivered to the Depositary or custodiana Custodian, reflect on its records (iii) unconditionally guarantees to deliver to the Depositary or a Custodian, as owner of applicable, such Shares or Receipts and deliver such Shares upon (iv) agrees to any additional restrictions or requirements that the Depositary's requestDepositary deems appropriate, (cb) at all times fully collateralized (marked to market daily) with cash, United States government securities, securities or such other collateral of comparable safety and liquidityas the Depositary deems appropriate, (dc) terminable by the Depositary on not more than five (5) business days notice, days' notice and (ed) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of Receipts issued by it under (i) above and outstanding Shares involved in Pre-Release Transactions at any one time to thirty percent (30%) of the number of Receipts then issued by the Depositary and with in respect to of which Shares shares are on deposit deposited with the Depositary or a Custodian, provided, however, that the Depositary may change or disregard such limit from time to time as it deems appropriate. The Depositary will may also set limits with respect to the number of Receipts and Shares involved in transactions to be effected hereunder Pre-Release Transactions with any one person on a case by case basis as it deems appropriate. Collateral provided The Depositary will terminate all Pre-Release Transactions and enter no new Pre-Release Transactions to the extent requested by an Applicant for Receipts or Shares, but not the earnings thereon, will be held for the benefit of the HolderCompany. The Depositary may retain for its own account any compensation received by it in connection with the foregoingforegoing (including, including without limitation limitation, earnings on the collateralcollateral provided pursuant to (b) above). Collateral provided pursuant to (b) above, but not the earnings thereon, shall be for the benefit of the Holders (other than the Applicant). FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto ______________________ whose taxpayer identification number is _____________________ and whose address including postal zip code is ___________________________, the within Receipt and all rights and interests represented thereby, and hereby irrevocably constitutes and appoints_______________________ attorney-in-fact to transfer said Receipt on the books of the Depositary, with full power of substitution in the premises.
Appears in 1 contract
Certain Rights of the Depositary; Limitations. Subject to the further terms and provisions of this Pxxxxxxxx 00Section 5.10, Xxxxxxxx, N.A. the Depositary and its agents agents, on their own behalf, may own and deal in any class of securities of the Company and its affiliates any Affiliate of the Company and in Receipts. The Depositary may issue Receipts against evidence of rights to receive Shares from be registered with the Company, or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect Share Registrar as the owner of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership rights to be registered with the Share Registrar as the owner of Shares furnished on behalf of the holder thereof. The In its capacity as Depositary, the Depositary will shall not lend Shares or Receipts or deliver Shares prior to the receipt or cancellation of Receipts; provided, however, that the Depositary reserves the right to (i) may issue Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release Transaction”) as provided below and (ii) deliver Shares prior to upon the receipt and cancellation of Receipts pursuant to Section 2.05 of the Deposit Agreement, including Receipts which were issued under (i) above in a Pre-Release Transaction but for which Shares may not yet have been received. The Depositary may receive Receipts in lieu of Shares under (i) above and receive Shares in lieu satisfaction of Receipts under (ii) abovea Pre-Release Transaction. Each such transaction Pre-Release Transaction shall be (a) accompanied by or subject to (x) a written representation by agreement whereby the person or entity (the "“Applicant"”) to whom Receipts are issued or Shares to be delivered (i) represents that at the time of the Depositary issues such Receipts or delivers such Shares, Pre-Release Transaction the Applicant or its customer owns the Shares or Receipts that are to be delivered in connection with such Pre-Release Transaction, (ii) agrees to indicate the Depositary, or (y) Depositary as owner of such evidence of ownership of Shares or Receipts as the Depositary deems appropriate, (b) subject in its records and to a written representation by the Applicant that it will hold such Shares or Receipts in trust for the Depositary until their delivery such Shares or Receipts are delivered to the Depositary or custodiana Custodian, reflect on its records (iii) unconditionally guarantees to deliver to the Depositary or a Custodian, as owner of applicable, such Shares or Receipts and deliver such Shares upon (iv) agrees to any additional restrictions or requirements that the Depositary's requestDepositary deems appropriate, (cb) at all times fully collateralized (marked to market daily) with cash, United States government securities, securities or such other collateral of comparable safety and liquidityas the Depositary deems appropriate, (dc) terminable by the Depositary on not more than five (5) business days notice, days’ notice and (ed) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of Receipts issued by it under (i) above and outstanding Shares involved in Pre-Release Transactions at any one time to thirty percent (30%) of the number of Receipts then issued by the Depositary and with in respect to of which Shares are on deposit deposited with the Depositary or a Custodian; provided, however, that the Depositary may change or disregard such limit from time to time as it deems appropriate. The Depositary will may also set limits with respect to the number of Receipts and Shares involved in transactions to be effected hereunder Pre-Release Transactions with any one person on a case by case basis as it deems appropriate. Collateral provided The Depositary will terminate all Pre-Release Transactions and enter no new Pre-Release Transactions to the extent requested by an Applicant for Receipts or Shares, but not the earnings thereon, will be held for the benefit of the HolderCompany. The Depositary may retain for its own account any compensation received by it in connection with the foregoing, foregoing (including without limitation limitation, earnings on the collateralcollateral provided pursuant to (b) above). Collateral provided pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the Holders (other than the Applicant).
Appears in 1 contract
Certain Rights of the Depositary; Limitations. Subject to the further terms and provisions of this Pxxxxxxxx 00Article (25), Xxxxxxxx, N.A. the Depositary and its agents agents, on their own behalf, may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may issue Receipts against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf of the holder thereof. The In its capacity as Depositary, the Depositary will shall not lend Shares or Receipts; provided, however, that the Depositary reserves the right to may (i) issue Receipts prior to the receipt of Shares pursuant to Section 2.02 2.2 of the Deposit Agreement and (ii) deliver Shares prior to the receipt and cancellation of Receipts pursuant to Section 2.05 2.5 of the Deposit Agreement, including Receipts which were issued under (i) above but for which Shares may not have been receivedreceived (each such transaction a "Pre-Release Transaction"). The Depositary may receive Receipts in lieu of Shares under (i) above and receive Shares in lieu of Receipts under (ii) above. Each such transaction shall Pre-Release Transaction will be (a) accompanied by or subject to (x) a written representation by agreement whereby the person applicant to whom Receipts or entity Shares are to be delivered (the "Applicant") to whom Receipts are issued or Shares delivered (w) represents that at the time of the Depositary issues such Receipts or delivers such Shares, Pre-Release Transaction the Applicant or its customer owns the Shares or Receipts that are to be delivered by the Applicant under such Pre-Release Transaction, (x) agrees to indicate the Depositary, or (y) Depositary as owner of such evidence of ownership of Shares or Receipts as the Depositary deems appropriate, (b) subject in its records and to a written representation by the Applicant that it will hold such Shares or Receipts in trust for the Depositary until their delivery such Shares or Receipts are delivered to the Depositary or custodianthe Custodian, reflect on its records (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as owner of applicable, such Shares or Receipts and deliver such Shares upon (z) agrees to any additional restrictions or requirements that the Depositary's requestDepositary deems appropriate, (cb) at all times fully collateralized (marked to market daily) with cash, United States government securities, securities or such other collateral of comparable safety and liquidityas the Depositary deems appropriate, (dc) terminable by the Depositary on not more than five (5) business days notice, notice and (ed) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of Receipts issued by it under (i) above and outstanding Shares involved in such Pre-Release Transactions at any one time to thirty percent (30%) of the Receipts issued by outstanding (without giving effect to Receipts outstanding under (i) above), provided, however, that the Depositary and with respect reserves the right to which Shares are on deposit with the Depositary change or Custodiandisregard such limit from time to time as it deems appropriate. The Depositary will may also set limits with respect to the number of Receipts and Shares involved in transactions to be effected hereunder Pre-Release Transactions with any one person on a case by case basis as it deems appropriate. Collateral provided by an Applicant for Receipts or Sharespursuant to (b) above, but not the earnings thereon, will shall be held for the benefit of the Holder. The Depositary may retain for its own account any compensation received by it in connection with the foregoing, including without limitation earnings on the collateralHolders and Beneficial Owners.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Certain Rights of the Depositary; Limitations. Subject to the further terms and provisions of this Pxxxxxxxx 00Article (24), Xxxxxxxx, N.A. the Depositary and its agents agents, on their own behalf, may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may issue Receipts against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf of the holder thereof. The In its capacity as Depositary, the Depositary will shall not lend Shares or Receipts; provided, however, that the Depositary reserves the right to may (i) issue Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement and (ii) deliver Shares prior to the receipt and cancellation of Receipts pursuant to Section 2.05 of the Deposit Agreement, including Receipts which were issued under (i) above but for which Shares may not have been receivedreceived (each such transaction a "Pre-Release Transaction"). The Depositary may receive Receipts in lieu of Shares under (i) above and receive Shares in lieu of Receipts under (ii) above. Each such transaction shall Pre-Release Transaction will be (a) accompanied by or subject to (x) a written representation by agreement whereby the person or entity (the "Applicant") to whom Receipts are issued or Shares are to be delivered (w) represents that at the time of the Depositary issues such Receipts or delivers such Shares, Pre-Release Transaction the Applicant or its customer owns the Shares or Receipts that are to be delivered by the Applicant under such Pre-Release Transaction, (x) agrees to indicate the Depositary, or (y) Depositary as owner of such evidence of ownership of Shares or Receipts as the Depositary deems appropriate, (b) subject in its records and to a written representation by the Applicant that it will hold such Shares or Receipts in trust for the Depositary until their delivery such Shares or Receipts are delivered to the Depositary or custodianthe Custodian, reflect on its records (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as owner of applicable, such Shares or Receipts and deliver such Shares upon (z) agrees to any additional restrictions or requirements that the Depositary's requestDepositary deems appropriate, (cb) at all times fully collateralized (marked to market daily) with cash, United States government securities, securities or such other collateral of comparable safety and liquidityas the Depositary reasonably deems appropriate, (dc) terminable by the Depositary on not more than five (5) business days notice, notice and (ed) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of Receipts issued by it under (i) above and outstanding Shares involved in such Pre-Release Transactions at any anyone time to thirty percent (30%) of the Receipts issued by outstanding (without giving effect to Receipts outstanding under (i) above), provided, however, that the Depositary and with respect reserves the right to which Shares are on deposit with the Depositary change or Custodiandisregard such limit from time to time as it deems appropriate. The Depositary will may also set limits with respect to the number of Receipts and Shares involved in transactions to be effected hereunder Pre-Release Transactions with any one anyone person on a case by case basis as it deems appropriate. Collateral provided by an Applicant for Receipts or Shares, but not the earnings thereon, will be held for the benefit of the Holder. The Depositary may retain for its own account any compensation received by it in connection conjunction with the foregoing. Collateral provided pursuant to (b) above, but not earnings thereon, shall be for the benefit of the Holder. (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________ whose taxpayer identification number is _________________________________ and whose address including without limitation earnings postal zip code is _______________________________________________________, the within Receipt and all rights thereunder, hereby irrevocably constituting and appointing __________________ attorney-in-fact to transfer said Receipt on the collateral.books of the Depositary with full power of substitution in the premises. Dated: _____________________ Name: ______________________________ By: ________________________________ Title: _____________________________ NOTICE: The signature of the Holder to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever. SIGNATURE GUARANTEED ____________________________ EXHIBIT B CHARGES OF THE DEPOSITARY
(1) Issuance of Receipt; deposit of Up to $5.00 per 100 American Party for whom deposits are made Shares (including deposits pursuant to Depositary Shares (or fraction or receiving Receipt Stock dividends or any other deposits) thereof)
(2) Delivery of deposited Shares or Up to $5.00 per 100 American Party surrendering Receipts or other Deposited Securities, property Depositary Shares (or fraction making withdrawal and cash against surrender of Receipts thereof)
(3) Distribution of dividends or Up to $2.00 per 100 American Party to whom distribution, or for other distributions; sale or exercise Depositary Shares whom the sale or exercise of rights, of rights or other corporate action is made involving distributions to shareholders
Appears in 1 contract
Samples: Deposit Agreement (Manufacturas De Papel C a Manpa S a C a /Fi)
Certain Rights of the Depositary; Limitations. Subject to the further terms and provisions of this Pxxxxxxxx 00Section 5.10, Xxxxxxxx, N.A. the Depositary and its agents agents, on their own behalf, may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may issue Receipts against evidence of rights to receive Shares upon receipt of such evidence from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records on behalf of the Company or any agent of the Company in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf of the holder thereof. The In its capacity as Depositary, the Depositary will shall not lend Shares or Receipts; provided, however, that the Depositary reserves the right to may (i) issue Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement and (ii) deliver Shares prior to the receipt and cancellation of Receipts pursuant to Section 2.05 of the Deposit Agreement2.05, including Receipts which were issued under (i) above but for which Shares may not have been receivedreceived (each such transaction a "Pre-Release Transaction"). The Depositary may receive Receipts in lieu of Shares under (i) above and receive Shares in lieu of Receipts under (ii) above. Each such transaction shall Pre-Release Transaction will be (a) accompanied by or subject to (x) a written representation by agreement whereby the person or entity (the "Applicant") to whom Receipts are issued or Shares are to be delivered (w) represents that at the time of the Depositary issues such Receipts or delivers such Shares, Pre-Release Transaction the Applicant or its customer owns the Shares or Receipts that are to be delivered by the Applicant under such Pre-Release Transaction, (x) agrees to indicate the Depositary, or (y) Depositary as owner of such evidence of ownership of Shares or Receipts as the Depositary deems appropriate, (b) subject in its records and to a written representation by the Applicant that it will hold such Shares or Receipts in trust for the Depositary for the benefit of Holders until their delivery such Shares or Receipts are delivered to the Depositary or custodian, reflect on its records the Depositary as owner of such Shares or Receipts Custodian and deliver such Shares upon the Depositary's request, (cy) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts and (z) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (b) at all times fully collateralized (marked to market daily) with cash, United States government securities, securities or other collateral of comparable safety and liquidity, (dc) terminable by the Depositary on not more than five (5) business days notice, days’ notice and (ed) subject to such further evidence of ownership, indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of Receipts issued by it under (i) above and outstanding Shares involved in such Pre-Release Transactions at any one time to thirty percent (30%) of the Receipts issued by the Depositary and with respect outstanding (without giving effect to which Shares are on deposit with the Depositary or CustodianReceipts outstanding under (i) above). The Depositary will may also set lower limits with respect to the number of Receipts and Shares involved in transactions to be effected hereunder Pre-Release Transactions with any one person on a case by case basis as it deems appropriate. Collateral provided The Depositary shall cease conducting Pre-Release Transactions if and when requested in writing by an Applicant for Receipts or Shares, but not the earnings thereon, will be held for the benefit of the HolderCompany. The Depositary may retain for its own account any compensation received by it in connection conjunction with the foregoing. Collateral provided pursuant to (b) above, including without limitation but not the earnings on thereon, shall be held for the collateralbenefit of the Holders and Beneficial Owners.
Appears in 1 contract
Certain Rights of the Depositary; Limitations. Subject to the further terms and provisions of this Pxxxxxxxx 00Article (24), Xxxxxxxxthe Depositary, N.A. its affiliates and its agents their agents, on their own behalf, may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may issue Receipts against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf of the holder thereof. The In its capacity as Depositary, the Depositary will shall not lend Shares or Receipts; provided, however, that the Depositary reserves the right to may (i) issue Receipts prior to the receipt of Shares pursuant to Section 2.02 2.2 of the Deposit Agreement and (ii) deliver Shares prior to the receipt and cancellation of Receipts pursuant to Section 2.05 2.5 of the Deposit Agreement, including Receipts which were issued under (i) above but for which Shares may not have been receivedreceived (each such transaction a "Pre-Release Transaction"). The Depositary may receive Receipts in lieu of Shares under (i) above and receive Shares in lieu of Receipts under (ii) above. Each such transaction shall Pre-Release Transaction will be (a) subject to (x) a written representation by agreement whereby the person or entity (the "Applicant") to whom Receipts are issued or Shares are to be delivered (w) represents that at the time of the Depositary issues such Receipts or delivers such Shares, Pre-Release Transaction the Applicant or its customer owns the Shares or Receipts that are to be delivered by the Applicant under such Pre-Release Transaction, (x) agrees to indicate the Depositary, or (y) Depositary as owner of such evidence of ownership of Shares or Receipts as the Depositary deems appropriate, (b) subject in its records and to a written representation by the Applicant that it will hold such Shares or Receipts in trust for the Depositary until their delivery such Shares or Receipts are delivered to the Depositary or custodianthe Custodian, reflect on its records (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as owner of applicable, such Shares or Receipts and deliver such Shares upon (z) agrees to any additional restrictions or requirements that the Depositary's requestDepositary deems appropriate, (cb) at all times fully collateralized (marked to market daily) with cash, United States U.S. government securities, securities or such other collateral of comparable safety and liquidityas the Depositary deems appropriate, (dc) terminable by the Depositary on not more than five (5) business days notice, notice and (ed) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of Receipts issued by it under (i) above and outstanding Shares involved in such Pre-Release Transactions at any one time to thirty percent (30%) of the Receipts issued by outstanding (without giving effect to Receipts outstanding under (i) above), provided, however, that the Depositary and with respect reserves the right to which Shares are on deposit with the Depositary change or Custodiandisregard such limit from time to time as it deems appropriate. The Depositary will may also set limits with respect to the number of Receipts and Shares involved in transactions to be effected hereunder Pre-Release Transactions with any one person on a case by case basis as it deems appropriate. Collateral provided by an Applicant for Receipts or Shares, but not the earnings thereon, will be held for the benefit of the Holder. The Depositary may retain for its own account any compensation received by it in connection conjunction with the foregoing. Collateral provided pursuant to (b) above, but not earnings thereon, shall be held for the benefit of the Holders (other than the Applicant). tag (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including without limitation earnings postal zip code is ____________________________, the within Receipt and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said Receipt on the collateral.books of the Depositary with full power of substitution in the premises. Dated: Name: ------------------------------------- By: Title:
Appears in 1 contract
Samples: Deposit Agreement (SKF Inc)
Certain Rights of the Depositary; Limitations. Subject to the further terms and provisions of this Pxxxxxxxx 00paragraph (25) and the Deposit Agreement, Xxxxxxxxthe Depositary, N.A. its Affiliates and its agents their agents, on their own behalf, may own and deal in any class of securities of the Company and its affiliates Affiliates and in ReceiptsADSs. The Depositary may issue Receipts ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in authorized by the Company to maintain ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf of Shares. In its capacity as Depositary, the holder thereof. The Depositary will shall not lend Shares or ReceiptsADSs; provided, however, that the Depositary reserves may, except in the right to case of Restricted ADSs (as defined in the Deposit Agreement) (i) issue Receipts ADSs prior to the receipt of Shares pursuant to Section 2.02 2.3 of the Deposit Agreement and (ii) deliver Shares prior to the receipt and cancellation of Receipts ADSs for withdrawal of Deposited Securities pursuant to Section 2.05 2.7 of the Deposit Agreement, including Receipts ADSs which were issued under (i) above but for which Shares may not have been receivedreceived (each such transaction a "Pre-Release Transaction"). The Depositary may receive Receipts ADSs in lieu of Shares under (i) above and receive Shares in lieu of Receipts ADSs under (ii) above. Each such transaction shall Pre-Release Transaction will be (a) subject to (x) a written representation by agreement whereby the person or entity (the "Applicant") to whom Receipts are issued ADSs or Shares are to be delivered (w) represents that at the time of the Depositary issues such Receipts or delivers such Shares, Pre-Release Transaction the Applicant or its customer owns the Shares or Receipts ADSs that are to be delivered by the Applicant under such Pre-Release Transaction, (x) agrees to indicate the Depositary as owner of such Shares or ADSs in its records and to hold such Shares or ADSs in trust for the Depositary until such Shares or ADSs are delivered to the DepositaryDepositary or the Custodian, or (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such evidence of ownership of Shares or Receipts as ADSs and (z) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (b) subject to a written representation by the Applicant that it will hold such Shares or Receipts in trust for the Depositary until their delivery to the Depositary or custodian, reflect on its records the Depositary as owner of such Shares or Receipts and deliver such Shares upon the Depositary's request, (c) at all times fully collateralized (marked to market daily) with cash, United States U.S. government securities, securities or such other collateral of comparable safety and liquidityas the Depositary deems appropriate, (dc) terminable by the Depositary on not more than five (5) business days notice, days' notice and (ed) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of Receipts issued by it under (i) above ADSs and outstanding Shares involved in such Pre-Release Transactions at any one time to thirty percent (30%) of the Receipts issued by ADSs outstanding (without giving effect to ADSs outstanding under (i) above), provided, however, that the Depositary and with respect reserves the right to which Shares are on deposit with the Depositary change or Custodiandisregard such limit from time to time as it deems appropriate. The Depositary will may also set limits with respect to the number of Receipts ADSs and Shares involved in transactions to be effected hereunder Pre-Release Transactions with any one person on a case by case basis as it deems appropriate. Collateral provided by an Applicant for Receipts or Shares, but not the earnings thereon, will be held for the benefit of the Holder. The Depositary may retain for its own account any compensation received by it in connection conjunction with the foregoing. Collateral provided pursuant to (b) above, but not earnings thereon, shall be held for the benefit of the Holders (other than the Applicant). (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including without limitation earnings postal zip code is ________________, the within ADS and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADS on the collateral.books of the Depositary with full power of substitution in the premises. Dated: Name: ---------------------------------- By: Title:
Appears in 1 contract
Samples: Deposit Agreement (China Netcom Group CORP (Hong Kong) LTD)
Certain Rights of the Depositary; Limitations. Subject to the further terms and provisions of this Pxxxxxxxx 00Article (25), Xxxxxxxx, N.A. the Depositary and its agents agents, on their own behalf, may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may issue Receipts against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf of the holder thereof. The In its capacity as Depositary, the Depositary will shall not lend Shares or Receipts; provided, however, that the Depositary reserves the right to may (i) issue Receipts prior to the receipt of Shares pursuant to Section 2.02 2.2 of the Deposit Agreement and (ii) deliver Shares prior to the receipt and cancellation of Receipts pursuant to Section 2.05 2.5 of the Deposit Agreement, including Receipts which were issued under (i) above but for which Shares may not have been receivedreceived (each such transaction a "Pre-Release Transaction"). The Depositary may receive Receipts in lieu of Shares under (i) above and receive Shares in lieu of Receipts under (ii) above. Each such transaction shall Pre-Release Transaction will be (a) accompanied by or subject to (x) a written representation by agreement whereby the person applicant to whom Receipts or entity Shares are to be delivered (the "Applicant") to whom Receipts are issued or Shares delivered (w) represents that at the time of the Depositary issues such Receipts or delivers such Shares, Pre-Release Transaction the Applicant or its customer owns the Shares or Receipts that are to be delivered by the Applicant under such Pre-Release Transaction, (x) agrees to indicate the Depositary, or (y) Depositary as owner of such evidence of ownership of Shares or Receipts as the Depositary deems appropriate, (b) subject in its records and to a written representation by the Applicant that it will hold such Shares or Receipts in trust for the Depositary until their delivery such Shares or Receipts are delivered to the Depositary or custodianthe Custodian, reflect on its records (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as owner of applicable, such Shares or Receipts and deliver such Shares upon (z) agrees to any additional restrictions or requirements that the Depositary's requestDepositary deems appropriate, (cb) at all times fully collateralized (marked to market daily) with cash, United States government securities, securities or such other collateral of comparable safety and liquidityas the Depositary deems appropriate, (dc) terminable by the Depositary on not more than five (5) business days notice, notice and (ed) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of Receipts issued by it under (i) above and outstanding Shares involved in such Pre-Release Transactions at any one time to thirty percent (30%) of the Receipts issued by outstanding (without giving effect to Receipts outstanding under (i) above), provided, however, that the Depositary and with respect reserves the right to which Shares are on deposit with the Depositary change or Custodiandisregard such limit from time to time as it deems appropriate. The Depositary will may also set limits with respect to the number of Receipts and Shares involved in transactions to be effected hereunder Pre-Release Transactions with any one person on a case by case basis as it deems appropriate. Collateral provided by an Applicant for Receipts or Sharespursuant to (b) above, but not the earnings thereon, will shall be held for the benefit of the HolderHolders and Beneficial Owners. The Depositary may retain for its own account any compensation received by it in connection conjunction with the foregoing. (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto _________________ whose taxpayer identification number is and whose address including without limitation earnings postal zip code is ______________, the within Receipt and all rights thereunder, hereby irrevocably constituting and appointing ______________ attorney-in-fact to transfer said Receipt on the collateral.books of the Depositary with full power of substitution in the premises. Dated: ______________ Name: By:_______________ Title:____________ SIGNATURE GUARANTEED ______________
Appears in 1 contract
Samples: Supplemental Agreement to Deposit Agreement (Stolt Offshore S A)
Certain Rights of the Depositary; Limitations. Subject to the further terms and provisions of this Pxxxxxxxx 00Article (23), Xxxxxxxx, N.A. the Depositary and its agents agents, on their own behalf, may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may issue Receipts against evidence of rights to receive Shares upon receipt of such evidence from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records on behalf of the Company or any agent of the Company in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf of the holder thereof. The In its capacity as Depositary, the Depositary will shall not lend Shares or Receipts; provided, however, that the Depositary reserves the right to may (i) issue Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement and (ii) deliver Shares prior to the receipt and cancellation of Receipts pursuant to Section 2.05 of the Deposit Agreement, including Receipts which were issued under (i) above but for which Shares may not have been receivedreceived (each such transaction a "Pre-Release Transaction"). The Depositary may receive Receipts in lieu of Shares under (i) above and receive Shares in lieu of Receipts under (ii) above. Each such transaction shall Pre-Release Transaction will be (a) accompanied by or subject to (x) a written representation by agreement whereby the person or entity (the "Applicant") to whom Receipts are issued or Shares are to be delivered (w) represents that at the time of the Depositary issues such Receipts or delivers such Shares, Pre-Release Transaction the Applicant or its customer owns the Shares or Receipts that are to be delivered by the Applicant under such Pre-Release Transaction, (x) agrees to indicate the Depositary, or (y) Depositary as owner of such evidence of ownership of Shares or Receipts as the Depositary deems appropriate, (b) subject in its records and to a written representation by the Applicant that it will hold such Shares or Receipts in trust for the Depositary for the benefit of Holders until their delivery such Shares or Receipts are delivered to the Depositary or custodian, reflect on its records the Depositary as owner of such Shares or Receipts Custodian and deliver such Shares shares upon the Depositary's request, (cy) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts and (z) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (b) at all times fully collateralized (marked to market daily) with cash, United States government securities, securities or other collateral of comparable safety and liquidity, (dc) terminable by the Depositary on not more than five (5) business days notice, days' notice and (ed) subject to such further evidence of ownership, indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of Receipts issued by it under (i) above and outstanding Shares involved in such Pre-Release Transactions at any one time to thirty percent (30%) of the Receipts issued by the Depositary and with respect outstanding (without giving effect to which Shares are on deposit with the Depositary or CustodianReceipts outstanding under (i) above). The Depositary will may also set lower limits with respect to the number of Receipts and Shares involved in transactions to be effected hereunder Pre-Release Transactions with any one person on a case by case basis as it deems appropriate. Collateral provided The Depositary shall cease conducting Pre-Release Transactions if and when requested in writing by an Applicant for Receipts or Shares, but not the earnings thereon, will be held for the benefit of the HolderCompany. The Depositary may retain for its own account any compensation received by it in connection conjunction with the foregoing. Collateral provided pursuant to (b) above, but not earnings thereon, shall be for the benefit of the Holders. FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including without limitation earnings postal zip code is ________________, the within ADS and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said ADS on the collateral.books of the Depositary with full power of substitution in the premises. Dated: ________________________ __________________________ SIGNATURE GUARANTEED Name:_______________________________ By: _________________________________ Title: ________________________________ NOTICE: The signature of the Holder to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever. If the endorsement be executed by an attorney, executor, administrator, trustee or guardian, the person executing the endorsement must give his/her full title in such capacity and proper evidence of authority to act in such capacity, if not on file with the Depositary, must be forwarded with this ADR. All endorsements or assignments of ADRs must be guaranteed by a member of a Medallion Signature Program approved by the Securities Transfer Association, Inc.
1. Issuance of Receipt; deposit of Shares (including deposits pursuant to Stock dividends, exercise of rights or any other deposits) Up to $5.00 per 100 American Depositary Shares (or fraction thereof) Party for whom deposits are made or receiving Receipt thereof)
2. Delivery of deposited Shares or other Deposited Securities, property and cash against surrender of Receipts. Up to $5.00 per 100 American Depositary Shares (or fraction thereof) Party surrendering Receipts or making withdrawal
3. Distribution of cash dividends, distribution of cash proceeds from the sale of rights, or other corporate action involving distributions to shareholders (exclusive of stock dividends) Up to $2.00 per 100 American Depositary Shares Party to whom distribution, or for whom the sale or exercise of rights, is made
4. Distribution of stock dividends, distribution of Shares pursuant to exercise of rights by a Holder Up to $5.00 per 100 American Depositary Shares (or fraction thereof) Party to whom distribution is made
5. Transfer of Receipt Up to $1.50 Party presenting Receipt for transfer
Appears in 1 contract