Common use of Charges of Depositary Clause in Contracts

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges; (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency pursuant to Section 4.5; (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 or 6.2 of the Deposit Agreement; (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners; and (8) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Appears in 2 contracts

Samples: Deposit Agreement (Braskem Sa), Braskem Sa

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Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company at least once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 4.03 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the terms of the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 2.05 or 6.2 6.02 of the Deposit Agreement; , (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 4.04 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) ), but which securities are instead distributed by the Depositary to Owners; , and (8) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit AgreementArticle 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Appears in 2 contracts

Samples: Deposit Agreement (Icap PLC/Fi), Deposit Agreement (Catlin Group LTD)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any Owner of Receipts or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 4.03 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register Register of the Company or Foreign maintained by the Russian Share Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the terms of the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 2.05 or 6.2 6.02 of the Deposit Agreement; , (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 4.04 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee of $.01 or less per American Depositary Share (or portion thereof) per year to cover such expenses as are incurred for inspections by the Depositary the Custodian or their respective agents of the Share Register maintained by the Russian Share Registrar, which will be payable as provided in clause 10 below, (8) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 8 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (9) a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and will be payable as provided in clause 10 below; provided, however, that no fee will be assessed under this clause 9 to the extent that a fee of $.02 was charged pursuant to clause 6 above during that calendar year and (8) 10) any other charge charges payable by the Depositary, any of the Depositary's ’s agents, including the Custodian, or the agents of the Depositary's ’s agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement 4.06 and shall be payable collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit AgreementArticle 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Appears in 2 contracts

Samples: Deposit Agreement (RBC Information Systems), Deposit Agreement (Scientific Production Corp Irkut)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts American Depositary Shares or to whom Receipts American Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts American Depositary Shares or Deposited Securities or a distribution of Receipts American Depositary Shares pursuant to Section 4.3 4.03 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar (or any other the appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the terms of the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts American Depositary Shares pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 of the Deposit Agreement and the surrender of Receipts American Depositary Shares pursuant to Section 2.5 2.05 or 6.2 6.02 of the Deposit Agreement; , (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; Agreement (7) a fee for the distribution of securities pursuant to Section 4.2 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery issuance of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) ), but which securities are instead distributed by the Depositary to Owners; Owners and (8) any other charge charges payable by the Depositary, any of the Depositary's ’s agents, including the Custodian, or the agents of the Depositary's ’s agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 4.06 of the Deposit Agreement and shall be payable collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit AgreementArticle 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in ReceiptsAmerican Depositary Shares.

Appears in 2 contracts

Samples: Deposit Agreement (America Movil Sa De Cv/), Deposit Agreement (America Movil Sa De Cv/)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes taxes, stamp duty and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 or 6.2 of the Deposit Agreement; , (6) to the extent permitted by the exchange on which the American Depositary Shares may be listed for trading, a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners; , (8) to the extent permitted by the exchange on which the American Depositary Shares may be listed for trading, in addition to any fee charged under clause 6, a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and will be payable as provided in clause 9 below and (8) 9) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Appears in 2 contracts

Samples: Deposit Agreement (Suntech Power Holdings Co., Ltd.), Deposit Agreement (Suntech Power Holdings Co., Ltd.)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The When applicable, the following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 of the Deposit Agreement), ) or by Ownersany party presenting Receipts pursuant to Section 2.4 or 2.5 of the Deposit Agreement, as applicableand shall be payable to the Depositary: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.3, 4.3 or 4.4 4.4, of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 or 6.2 of the Deposit Agreement; , and (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreementfor, includingand deducted from, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities proceeds of the sale of rights pursuant to Section 4.2 4.4 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of Shares received upon the exercise of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) rights, but which securities rights are instead sold and the proceeds of such sale distributed by the Depositary to Owners; and (8) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit AgreementArticle 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts. 8.

Appears in 2 contracts

Samples: Portugal Telecom SGPS Sa, Portugal Telecom SGPS Sa

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement detailed statements for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any Owner of Receipts or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 4.03 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register Register of the Company or Foreign maintained by the Russian Share Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the terms of the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.3Sections 2.03, 4.3 4.03 or 4.4 4.04 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 Sections 2.05 or 6.2 6.02 of the Deposit Agreement; , (6) a fee of $.02 0.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 4.04 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee of $0.01 or less per American Depositary Share (or portion thereof) per calendar year for custodial related matters (which fee shall be assessed against Owners of record as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be collected at the sole discretion of the Depositary by billing such Owners for such fee or by deducting such fee from one or more cash dividends or other cash distributions), (8) a fee for the distribution of securities pursuant to Section 4.2 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 8 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners; , (9) a fee not in excess of $1.50 per certificate for a Receipt or Receipts for transfers made pursuant to the terms of the Deposit Agreement, and (8) any other charge payable 10) an aggregate fee of U.S.$0.02 per American Depositary Share per calendar year for services performed by the Depositary, any of Depositary in administering the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection Receipts (which fee may be charged on a periodic basis during each calendar year ((with the servicing aggregate of Shares or other Deposited Securities (which charge such fees not to exceed the amount set forth above))) and shall be assessed against Owners as of the record date or record dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement during each calendar year and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions); provided, however, that if the Depositary imposes a fee under this clause (10), then the total of fees assessed under this clause (10), combined with the total of fees assessed under clauses (6) and (7) above, shall not exceed U.S.$0.03 per American Depositary Share in any calendar year. The Depositary, subject to Section 2.9 of the Deposit AgreementArticle 8 hereof, may own and deal deal, in accordance with applicable law, in any class of securities of the Company and its affiliates Affiliates and in Receipts.

Appears in 2 contracts

Samples: Deposit Agreement (Open Joint Stock Co Long Distance & Internat Comm Rostelecom), Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three monthsmonths or at such other intervals as the Company and the Depositary may agree. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers transfers, if any, of Shares generally on the Share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such reasonable expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement 4.4, and the surrender of Receipts pursuant to Section 2.5 or 6.2 of the Deposit Agreement; , (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, Agreement including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreementthereof, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 (7) treating all such securities as if they were Shares) ), but which securities are instead distributed by the Depositary to Owners; and (8) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit AgreementArticle (9) hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Appears in 2 contracts

Samples: Deposit Agreement (Arm Holdings PLC), Deposit Agreement (Arm Holdings PLC)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 of the Deposit Agreement4.03), or by Owners, as whichever applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided for in the this Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such out-of-pocket expenses as are incurred by the Depositary in the conversion of Foreign Currency pursuant to Section 4.5; 4.05, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.32.03, 4.3 4.03 or 4.4 of the Deposit Agreement 4.04 and the surrender of Receipts pursuant to Section 2.5 2.05 or 6.2 of the Deposit Agreement; 6.02, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the this Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 of the Deposit Agreement4.04 hereof, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 (7) treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners; Owners and (8) any other charge payable by a fee not in excess of $1.50 per certificate for a Receipt or Receipts for transfers made pursuant to the Depositary, any terms of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the this Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions)Agreement. The Depositary, subject to Section 2.9 of the Deposit Agreement2.09 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Appears in 2 contracts

Samples: Deposit Agreement (Banco Hipotecario S.A.), Deposit Agreement (Banco Hipotecario S.A.)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section Sections 2.3, 4.3 or 4.4 of the Deposit Agreement 4.4, and the surrender of Receipts pursuant to Section Sections 2.5 or 6.2 of the Deposit Agreement; , (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, Agreement including, but not limited to Sections 4.1 through 4.4 thereof, (7) a fee of $1.50 or less per certificate for a Receipt or Receipts for transfers made pursuant to Section 2.4 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) 8) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 (8) treating all such securities as if they were Shares) ), but which securities are instead distributed by the Depositary to Owners; Owners and (8) 9) any other charge payable by the Depositary, any of the Depositary's Depositarys agents, including the Custodian, or the agents of the Depositary's Depositarys agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners of record as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable collected at the sole reasonable discretion of the Depositary by billing such Owners Owner for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit AgreementArticle (8) hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts. 8.

Appears in 2 contracts

Samples: Converium Holding Ag, Zurich Financial Services/ /Fi

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 4.03 of the Restricted Deposit Agreement), or by Owners, as whichever applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the terms of the Restricted Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Restricted Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.05 of the Restricted Deposit Agreement, (5) a fee of $5.00 or less per 100 Restricted American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 of the Restricted Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 2.05 or 6.2 6.02 of the Restricted Deposit Agreement; , (6) a fee of $.02 or less per Restricted American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 4.04 of the Restricted Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; Agreement and (7) a fee for the distribution of securities pursuant to Section 4.2 4.02 of the Restricted Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Restricted American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) ), but which securities are instead distributed by the Depositary to Owners; Owners and (8) any other charge payable by a fee not in excess of $1.50 per certificate for a Receipt or Receipts for transfers made pursuant to the Depositary, any terms of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Restricted Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions)Agreement. The Depositary, subject to Section 2.9 of the Deposit AgreementArticle 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Appears in 2 contracts

Samples: Restricted Deposit Agreement (Smartforce Public LTD Co), Smartforce Public LTD Co

Charges of Depositary. The Company Issuer agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company Issuer from time to time. The Depositary shall present its statement for such charges and expenses to the Company Issuer once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company Issuer or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 4.03 of the Deposit Agreement), ) or by Owners, as applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company Issuer or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) plus any additional fees charged by any governmental authorities or other institutions such as the CBLC for the execution and delivery of Receipts pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 2.05 or 6.2 6.02 of the Deposit that Agreement; , (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the this Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 4.04 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners; , (8) in addition to any fee charged under clause 6, a fee of $.02 or less per American Depositary Share (or portion thereof) per annum for depositary services, which will be payable as provided in clause 9 below and (8) 9) any other charge charges payable by the Depositary, any of the Depositary's ’s agents, including the Custodian, or the agents of the Depositary's ’s agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement 4.06 and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, paragraph (8) hereof may own and deal in any class of securities of the Company Issuer and its affiliates and in Receipts.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Banco Itau Holding Financeira S A)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes and other governmental charges; , relating to the American Depositary Shares, Shares or Deposited Securities or the deposit transfer or withdrawal thereof, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.5 of the Deposit Agreement, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section Sections 2.3, 4.3 or 4.4 of the Deposit Agreement Agreement, and the surrender of Receipts pursuant to Section Sections 2.5 or 6.2 of the Deposit Agreement; Agreement and (6) a fee not in excess of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners; and (8) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit AgreementArticle (8) hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Appears in 2 contracts

Samples: Deposit Agreement (Lihir Gold LTD), Deposit Agreement (Lihir Gold LTD)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares Shares, by any Owner of Receipts or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 4.03 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register Register of the Company or Foreign maintained by the Russian Share Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the terms of the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.3Sections 2.03, 4.3 4.03 or 4.4 4.04, of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 Sections 2.05 or 6.2 6.02 of the Deposit Agreement; , (6) a fee of $.02 0.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 4.04 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee of $0.0l or less per American Depositary Share (or portion thereof) per year to cover such expenses as are incurred for inspections by the Depositary, the Custodian or their respective agents of the Share Register maintained by the Russian Share Registrar (such fee shall be assessed against Owners of record as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be collected at the sole discretion of the Depositary by billing such Owners for such fee or by deducting such fee from one or more cash dividends or other cash distributions), (8) a fee for the distribution of securities pursuant to Section 4.2 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 8 treating all such securities as if they were Shares) ), but which securities are instead distributed by the Depositary to Owners; Owners and (8) any other charge payable by 9) a fee not in excess of $1.50 per certificate for a Receipt or Receipts for transfers made pursuant to the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 terms of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions)Agreement. The Depositary, subject to Section 2.9 of the Deposit AgreementArticle 8 hereof, may own and deal in in, any class of securities of the Company and its affiliates and in Receipts.

Appears in 2 contracts

Samples: Deposit Agreement, Deposit Agreement (Public Joint Stock Co Southern Telecommunicat Co/Adr)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Preference Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 4.03 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Preference Shares generally on the Share share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Preference Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the terms of the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 2.05 or 6.2 6.02 of the Deposit Agreement; , (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 4.04 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Preference Shares) ), but which securities are instead distributed by the Depositary to Owners; , (8) a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and will be payable as provided in clause 9 below and (8) 9) any other charge charges payable by the Depositary, any of the Depositary's ’s agents, including the Custodian, or the agents of the Depositary's ’s agents in connection with the servicing of Preference Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 4.06 of the Deposit Agreement and shall be payable collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, Depositary may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Appears in 2 contracts

Samples: Deposit Agreement (Lloyds TSB Group PLC), Deposit Agreement (Lloyds TSB Group PLC)

Charges of Depositary. The Company Issuer agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company Issuer from time to time. The Depositary shall present its statement for such charges and expenses to the Company Issuer once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company Issuer or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 of the Deposit Agreement4.3), or by Owners, as whichever applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share Shareholders' register of the Company Issuer or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency pursuant to Section 4.5; , (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement 4.4, and the surrender of Receipts pursuant to Section 2.5 or 6.2 of the Deposit Agreement; 6.2, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, Agreement including, but not limited to to, Sections 4.1 through 4.4 of the Deposit Agreementhereof, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee of $1.50 or less per certificate for a Receipt or Receipts for transfers made pursuant to Section 2.4 and (8) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.2, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 (8) treating all such securities as if they were Shares) ), but which securities are instead distributed by the Depositary to Owners; and (8) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreementhereof, may own and deal in any class of securities of the Company Issuer and its affiliates and in Receipts.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Internet Initiative Japan Inc)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts American Depositary Shares or to whom Receipts American Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts American Depositary Shares pursuant to Section 4.3 of the Deposit Agreement4.03 hereof), or by Owners, as whichever applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar (or any other the appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.05, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts American Depositary Shares pursuant to Section 2.32.03, 4.3 4.03 or 4.4 of the Deposit Agreement 4.04 and the surrender of Receipts American Depositary Shares pursuant to Section 2.5 2.05 or 6.2 of the Deposit Agreement; 6.02, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery issuance of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners; , (8) in addition to any fee charged under clause 6, a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause 9 below and (8) 9) any other charge charges payable by the Depositary, any of the Depositary's ’s agents, including the Custodian, or the agents of the Depositary's ’s agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement 4.06 and shall be payable collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Appears in 2 contracts

Samples: Deposit Agreement (Central North Airport Group), Deposit Agreement (Central North Airport Group)

Charges of Depositary. The Company Issuer agrees to pay the fees, reasonable expenses and reasonable out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company Issuer from time to time. The Depositary shall present its statement for such charges and expenses to the Company Issuer at least once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company Issuer or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 4.03 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company Issuer or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the terms of the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency pursuant to Section 4.5; 4.05 of the Deposit Agreement, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.3Sections 2.03, 4.3 4.03 or 4.4 4.04 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 2.05 or 6.2 6.02 of the Deposit Agreement; , (6) a fee not in excess of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, Agreement including, but not limited to Sections 4.1 4.01 through 4.4 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; 4.04 thereof and (7) a fee for the distribution of securities pursuant to Section 4.2 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 (7) treating all such securities as if they were Shares) ), but which securities are instead distributed by the Depositary to Owners; and (8) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit AgreementArticle 8 hereof, may own and deal in any class of securities of the Company Issuer and its affiliates and in Receipts.

Appears in 2 contracts

Samples: Deposit Agreement (Irsa Propiedades Comerciales S.A.), Deposit Agreement (Bank of New York / Adr Division)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts American Depositary Shares or to whom Receipts American Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts American Depositary Shares or Deposited Securities or a distribution delivery of Receipts American Depositary Shares pursuant to Section 4.3 4.03 of the Deposit Agreement), ) or by Owners, as applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts American Depositary Shares pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 of the Deposit Agreement and the surrender of Receipts American Depositary Shares pursuant to Section 2.5 2.05 or 6.2 6.02 of the Deposit Agreement; , (6) to the extent not prohibited by the rules of the securities exchange, if any, on which the American Depositary Shares are listed for trading, a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 4.02 through 4.4 of the Deposit Agreement4.04 thereof, but excluding any cash dividend or other cash distribution made pursuant to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; Section 4.01, (7) a fee for the distribution of securities pursuant to Section 4.2 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners; Owners and (8) any other charge charges payable by the Depositary, any of the Depositary's ’s agents, including the Custodian, or the agents of the Depositary's ’s agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 4.06 of the Deposit Agreement and shall be payable collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit AgreementArticle 8, may own and deal in any class of securities of the Company and its affiliates and in ReceiptsAmerican Depositary Shares.

Appears in 2 contracts

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

Charges of Depositary. The Company Issuer agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company Issuer from time to time. The Depositary shall present its statement for such charges and expenses to the Company Issuer once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Units or Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company Issuer or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 of the Deposit Agreement4.3), or by Owners, as applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Units or Shares generally on the Unit or Share register of the Company Issuer or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Units or Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agree­ment, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; , (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 or 6.2 of the Deposit Agreement; 6.2, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreementhereof, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; , (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.2, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Units or Shares) but which securities are instead distributed by the Depositary to Owners; , and (8) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Units or Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreementhereof, may own and deal in any class of securities of the Company Issuer and its affiliates and in Receipts.

Appears in 2 contracts

Samples: Deposit Agreement (Mexican Economic Development Inc), Deposit Agreement (Mexican Economic Development Inc)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts American Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts American Depositary Shares or Deposited Securities or a distribution of Receipts American Depositary Shares pursuant to Section 4.3 of the Deposit Agreement4.03 hereof), or by Owners, as whichever applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar (or any other the appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.05, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts American Depositary Shares pursuant to Section 2.32.03, 4.3 4.03 or 4.4 of the Deposit Agreement 4.04 and the surrender of Receipts American Depositary Shares pursuant to Section 2.5 2.05 or 6.2 of the Deposit Agreement; 6.02, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; and (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery issuance of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners; Owners and (8) any other charge charges payable by the Depositary, any of the Depositary's ’s agents, including the Custodian, or the agents of the Depositary's ’s agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement 4.06 and shall be payable collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Appears in 2 contracts

Samples: Deposit Agreement (America Movil Sa De Cv/), Deposit Agreement (America Movil Sa De Cv/)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares CPOs or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 4.03 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares CPOs generally on the Share register of the Company CPO Trust or Foreign Receipt Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares CPOs to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 2.05 or 6.2 6.02 of the Deposit Agreement; , (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $.02 0.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 of the Deposit Agreement4.04 thereof, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares Receipts referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 (7) treating all such securities as if they were SharesCPOs) but which securities are instead distributed by the Depositary to Owners; Owners and (8) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary's ’s agents, including the Custodian, or the agents of the Depositary's ’s agents in connection with the servicing of Shares CPOs or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Appears in 2 contracts

Samples: Deposit Agreement (Carso Global Telecom /Fi), Deposit Agreement (Grupo Carso Sa De Cv /Fi)

Charges of Depositary. The Company agrees to will not pay the any fees, reasonable expenses and out-of-pocket or other charges of the Depositary and those or of any Registrar only except in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. Except as set forth in clause (8) belowThe fees, the charges and expenses of the Custodian are for the sole account of the Depositary. The following charges charges, to the extent permitted by applicable law and stock exchange regulations, shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts American Depositary Shares or Deposited Securities or a distribution delivery of Receipts American Depositary Shares pursuant to Section 4.3 4.03 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Share Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the terms of the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts American Depositary Shares pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 of the Deposit Agreement and the surrender of Receipts American Depositary Shares pursuant to Section 2.5 2.05 or 6.2 6.02 of the Deposit Agreement; , (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 4.04 of the Deposit Agreement, to the extent permitted by the rules except for distributions of any securities exchange on which the American Depositary Shares may be listed for trading; cash dividends, (7) a fee for the distribution of securities pursuant to Section 4.2 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners; , (8) in addition to any fee charged under clause 6, a fee of $.02 or less per American Depositary Share (or portion thereof) per annum for depositary services, which will be payable as provided in clause 9 below, and (8) 9) any other charge charges payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 2.09 of the Deposit AgreementAgreement and applicable laws , rules and regulations, may own and deal in any class of securities of the Company and its affiliates and in ReceiptsAmerican Depositary Shares.

Appears in 2 contracts

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

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Units or Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Units or Shares generally on the Unit or Share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Units or Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agree­ment, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 or 6.2 of the Deposit Agreement; , (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; , (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Units or Shares) but which securities are instead distributed by the Depositary to Owners; , and (8) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Units or Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Appears in 2 contracts

Samples: Deposit Agreement (Mexican Economic Development Inc), Deposit Agreement (Mexican Economic Development Inc)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on any central securities depositary (including, but not limited to the Share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the SharesCSD) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 or 6.2 of the Deposit Agreement; , (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) a fee of $.02 or less per American Depositary Share (or portion thereof)for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause (9) below; provided, however, that no fee will be assessed under this clause (8) to the extent that a fee of $.02 was charged pursuant to clause (6) above during that calendar year and (8) 9) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in Receipts. 8.

Appears in 2 contracts

Samples: Coca-Cola Hellenic Bottling Co Sa, Coca-Cola Hellenic Bottling Co Sa

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts American Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts American Depositary Shares or Deposited Securities or a distribution of Receipts American Depositary Shares pursuant to Section 4.3 of the Deposit Agreement4.03 hereof), or by Owners, as whichever applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar (or any other the appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.05, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts American Depositary Shares pursuant to Section 2.32.03, 4.3 4.03 or 4.4 of the Deposit Agreement 4.04 and the surrender of Receipts American Depositary Shares pursuant to Section 2.5 2.05 or 6.2 of the Deposit Agreement; 6.02, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery issuance of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners; , (8) a fee of $.02 or less per American Depositary Share (or portion thereof) per annum for depositary services, which shall be payable as provided in clause 9 below and (8) 9) any other charge charges payable by the Depositary, any of the Depositary's ’s agents, including the Custodian, or the agents of the Depositary's ’s agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement 4.06 and shall be payable collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Appears in 2 contracts

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

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 of the Deposit Agreement4.03), or by Owners, as whichever applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided for in the this Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency pursuant to Section 4.5; 4.05, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.32.03, 4.3 4.03 or 4.4 of the Deposit Agreement 4.04 and the surrender of Receipts pursuant to Section 2.5 2.05 or 6.2 of the Deposit Agreement; 6.02, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 of the Deposit Agreement4.04 hereof, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners; Owners and (8) any other charge payable by a fee not in excess of $1.50 per certificate for a Receipt or Receipts for transfers made pursuant to the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 terms of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions)Agreement. The Depositary, subject to Section 2.9 of the Deposit Agreement2.09 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Appears in 2 contracts

Samples: Deposit Agreement (Spark Networks PLC), Deposit Agreement (Spark Networks PLC)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement state­ment for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any Owner of Receipts or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 4.03 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register Register of the Company or Foreign maintained by the Russian Share Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the terms of the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.3Sections 2.03, 4.3 4.03 or 4.4 4.04 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 Sections 2.05 or 6.2 6.02 of the Deposit Agreement; , (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 4.04 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee of $.01 or less per American Depositary Share (or portion thereof) per year to cover such expenses as are incurred for inspections by the Depositary the Custodian or their respective agents of the Share Register maintained by the Russian Share Registrar (which fee shall be assessed against Owners of record as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be collected at the sole discretion of the Depositary by billing such Owners for such fee or by deducting such fee from one or more cash dividends or other cash distributions), (8) a fee for the distribution of securities pursuant to Section 4.2 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 8 treating all such securities as if they were Shares) ), but which securities are instead distributed by the Depositary to Owners; Owners and (8) any other charge payable by 9) a fee not in excess of $1.50 per certificate for a Receipt or Receipts for transfers made pursuant to the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 terms of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions)Agreement. The Depositary, subject to Section 2.9 of the Deposit AgreementArticle 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Appears in 1 contract

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

Charges of Depositary. The Company Issuer agrees to pay the fees, reasonable expenses and reasonable out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company Issuer from time to time. The Depositary shall present its statement for such charges and expenses to the Company Issuer at least once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company Issuer or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 4.03 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company Issuer or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the terms of the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency pursuant to Section 4.5; 4.05 of the Deposit Agreement, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.3Sections 2.03, 4.3 4.03 or 4.4 4.04 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 2.05 or 6.2 6.02 of the Deposit Agreement; , (6) a fee not in excess of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners; and (8) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in Receipts.portion

Appears in 1 contract

Samples: Deposit Agreement (Irsa Propiedades Comerciales S.A.)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-of pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Preference Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 4.03 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Preference Shares generally on the Share share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Preference Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the terms of the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 2.05 or 6.2 6.02 of the Deposit Agreement; , (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 4.04 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Preference Shares) ), but which securities are instead distributed by the Depositary to Owners, (8) a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and will be payable as provided in clause 9 below; provided, however, that no fee will be assessed under this clause 8 to the extent that a fee of $.02 was charged pursuant to clause 6 above during that calendar year and (8) 9) any other charge charges payable by the Depositary, any of the Depositary's ’s agents, including the Custodian, or the agents of the Depositary's ’s agents in connection with the servicing of Preference Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 4.06 of the Deposit Agreement and shall be payable collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, Depositary may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Appears in 1 contract

Samples: Regulation S Deposit Agreement (Lloyds Banking Group PLC)

Charges of Depositary. The Company agrees to pay the fees, --------------------- reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any Owner of Receipts or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 of the Deposit Agreement4.03), or by Owners, as whichever applicable: (1) taxes and other governmental charges; , (2) such registration fees and related expenses as may from time to time be in effect for for, or incurred by the Depositary in connection with, the registration of transfers of Shares generally on the Share register Register of the Company or Foreign maintained by the Russian Share Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such reasonable expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.05, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.3Sections 2.03, 4.3 4.03 or 4.4 of the Deposit Agreement 4.04, and the surrender of Receipts pursuant to Section 2.5 Sections 2.05 or 6.2 of the Deposit Agreement; 6.02, (6) (where permitted by applicable rules and regulations of any securities exchange upon which the American Depositary Shares are listed) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, including but not limited to Sections 4.1 4.01 through 4.4 of the Deposit Agreement4.04 hereof, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; and (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners; and (8) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, Depositary may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Appears in 1 contract

Samples: Restricted Deposit Agreement (Telenor East Invest As)

Charges of Depositary. The Company Issuer agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company Issuer from time to time. The Depositary shall present its statement for such charges and expenses to the Company Issuer once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split under the Japanese Commercial Code referred to in Section 4.3 of the Deposit Agreement declared by the Company Issuer or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 of the Deposit Agreement4.3), or by Owners, as applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company Issuer or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agree­ment, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; , (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 or 6.2 of the Deposit Agreement; 6.2, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreementhereof, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.2, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners; , and (8) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreementhereof, may own and deal in any class of securities of the Company Issuer and its affiliates and in Receipts.

Appears in 1 contract

Samples: Deposit Agreement (Fullcast Co., Ltd.)

Charges of Depositary. The Company agrees to pay the reasonable fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three monthsmonths or earlier if agreed by the parties. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 4.03 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the terms of the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such reasonable expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 2.05 or 6.2 6.02 of the Deposit Agreement; , (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 4.04 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) ), but which securities are instead distributed by the Depositary to Owners; Owners and (8) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit AgreementArticle 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Appears in 1 contract

Samples: Deposit Agreement (Arcelor)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian Custodian, any co-Registrar or co-transfer agent are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 or 6.2 of the Deposit Agreement; , (6) to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading, a fee not in excess of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners; , and (8) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit AgreementParagraph (8) hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Appears in 1 contract

Samples: Deposit Agreement (Telecom Corp of New Zealand LTD)

Charges of Depositary. The Company agrees to pay the fees, reasonable documented expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement detailed statements for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any Owner of Receipts or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 4.03 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register Register of the Company or Foreign maintained by the Russian Share Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the terms of the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.3Sections 2.03, 4.3 4.03 or 4.4 4.04 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 Sections 2.05 or 6.2 6.02 of the Deposit Agreement; , (other than any execution and delivery of Receipts in connection with a public and/or private offering of Shares represented by Receipts by the Company occuring within three years from the date of the Deposit Agreement) (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, including but not limited to Sections 4.1 4.01 through 4.4 4.04 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee of $.01 or less per American Depositary Share (or portion thereof) per year to cover such expenses as are incurred for inspections by the Depositary, the Custodian or their respective agents of the Share Register maintained by the Russian Share Registrar (which fee shall be assessed against Owners of record as of the date set by the Depositary in accordance with Section 4.06 of the Deposit Agreement not more often than once each calendar year), (8) a fee for the distribution of securities pursuant to Section 4.2 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 8 treating all such securities as if they were Shares) ), but which securities are instead distributed by the Depositary to Owners; Owners and (8) any other charge payable by 9) a fee not in excess of $1.50 per certificate for a Receipt or Receipts for transfers made pursuant to the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 terms of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions)Agreement. The Depositary, subject to Section 2.9 of the Deposit AgreementArticle 8 hereof, may own and deal deal, in accordance with applicable law, in any class of securities of the Company and its affiliates and in Receipts.

Appears in 1 contract

Samples: Deposit Agreement (OJSC Gazprom)

Charges of Depositary. The Company Issuer agrees to pay the fees, fees and reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company Issuer from time to time. The Depositary shall present its statement for such charges and expenses to the Company Issuer at least once every three months. Except as set forth specifically provided in clause (8) belowthe following paragraph, the charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares Units or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company Issuer or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 of the Deposit Agreement4.03 hereof), or by Owners, as whichever applicable: (1) a fee not in excess of U.S.$5.00 per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.03, the execution and delivery of Receipts pursuant to Section 4.03, and the surrender of Receipts pursuant to Section 2.05, (2) taxes and other governmental charges; , (23) such registration fees as may from time to time be in effect for the registration of transfers of Shares Units generally on the Share Unit register of the Company Issuer or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares Units to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; hereunder, (34) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (45) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.34.05, 4.3 or 4.4 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 or 6.2 of the Deposit Agreement; (6) a fee not in excess of $.02 or less U.S.$.02 per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, Agreement including, but not limited to to, Sections 4.1 4.01 through 4.4 of the Deposit Agreement4.04 hereof, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of $.02 or less per American Depositary Shares referred to above Share (or portion thereof) per annum for depositary services, which would have been charged will be payable as a result of the deposit of such securities (for purposes of this provided in clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners; 8 below, and (8) any other charge charges payable by the Depositary, any of the Depositary's ’s agents, including the Custodian, or the agents of the Depositary's ’s agents in connection with the servicing of Shares Units or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement 4.06 and shall be payable collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary may collect any of its fees by deduction from any cash distribution payable to Owners that are obligated to pay those fees. The Depositary, subject to Section 2.9 of the Deposit Agreement2.09 hereof, may own and deal in any class of securities of the Company Issuer and its affiliates and in Receipts.

Appears in 1 contract

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

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Unless otherwise agreed, the Depositary shall present its statement for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges for which the Company shall have no responsibility or liability shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency pursuant to Section 4.5; 4.5 of the Deposit Agreement, (5) a fee not in excess of $5.00 or less 10.00 per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.32.4, 4.3 or 4.4 of the Deposit Agreement 4.3, and the surrender of Receipts pursuant to Section 2.5 or 6.2 2.6 of the Deposit Agreement; , (6) a fee not in excess of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, Agreement including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; thereof and (7) a fee not in excess of $1.50 per certificate for the distribution of securities a Receipt or Receipts for transfers made pursuant to Section 4.2 2.5 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners; and (8) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit AgreementParagraph (8) hereof, may own and deal in any class of securities of the Company and its affiliates and in ReceiptsReceipts provided, however, that the Depositary; in its capacity as Depositary, shall not sell Deposited Securities except as otherwise provided with this Receipt or the Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (New World Development Co LTD /Fi)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 of the Deposit Agreement4.03), or by Owners, as whichever applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided for in the this Global Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency pursuant to Section 4.5; 4.05, (5) a fee of $5.00 or less per 100 American Global Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.32.03, 4.3 4.03 or 4.4 of the Deposit Agreement 4.04 and the surrender of Receipts pursuant to Section 2.5 2.05 or 6.2 of the Deposit Agreement; 6.02, (6) a fee of $.02 or less per American Global Depositary Share (or portion thereof) for any cash distribution made pursuant to the Global Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 of the Deposit Agreement4.04 hereof, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of American Global Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners; Owners and (8) any other charge payable by a fee not in excess of $1.50 per certificate for a Receipt or Receipts for transfers made pursuant to the Depositary, any terms of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Global Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions)Agreement. The Depositary, subject to Section 2.9 of the Deposit Agreement2.09 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Appears in 1 contract

Samples: Global Deposit Agreement (Spark Networks PLC)

Charges of Depositary. The Company Issuer agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company Issuer from time to time. The Depositary shall present its statement for such charges and expenses to the Company Issuer at least once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company Issuer or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 4.03 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company Issuer or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 of the Deposit Agreement Agreement, and the surrender of Receipts pursuant to Section 2.5 2.05 or 6.2 6.02 of the Deposit Agreement; , (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, Agreement including, but not limited to Sections 4.1 4.01 through 4.4 of the Deposit Agreement4.04 thereof, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 (7) treating all such securities as if they were Shares) ), but which securities are instead distributed by the Depositary to Owners, (8) a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause (9) below; provided, however, that no fee will be assessed under this clause (8) to the extent a fee of $.02 was charged pursuant to clause (6) above during that calendar year and (8) 9) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit AgreementArticle (8) hereof, may own and deal in any class of securities of the Company Issuer and its affiliates and in Receipts.. 8

Appears in 1 contract

Samples: Deposit Agreement (Qrsciences Holdings LTD)

Charges of Depositary. The Company Issuer agrees to pay the fees, reasonable charges and expenses and out-of-pocket charges of the Depositary and those of any Registrar only Registrar, as shown in accordance with agreements Exhibit B, but the Issuer shall not pay or be liable for (1) the fees of the Depositary for the execution and delivery of Receipts pursuant to Section 2.03, transfers pursuant to Section 2.04, the surrender of Receipts pursuant to Section 2.05, and the making of distributions pursuant to Section 4.01, (2) taxes and other governmental charges, (3) such registration fees as may from time to time be in writing entered into effect for the registration of transfers of Shares generally on the share register of the Issuer (or the appointed agent of the Issuer for transfer and registration of Shares which may but need not be the Foreign Registrar) and accordingly applicable to transfers of Shares to the name of the Depositary or its nominee or Custodian or its nominee on the making of deposits or withdrawals hereunder, (4) such cable, telex and facsimile transmission and delivery expenses as are expressly provided in this Deposit Agreement to be at the expense of persons depositing Shares or Owners of Receipts, and (5) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05. Any other charges and expenses of the Depositary hereunder will be paid by the Issuer after consultation and agreement between the Depositary and the Company Issuer as to the amount and nature of such charges and expenses. Such charges may at any time and from time to timetime be changed by agreement between the Issuer and the Depositary. The Depositary shall present its statement for such charges and expenses to the Company Issuer once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges Depositary shall be incurred by charge any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company Issuer or an exchange of stock regarding the Receipts or Deposited Securities Securities) or a distribution of who surrenders Receipts pursuant to Section 4.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges; (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency pursuant to Section 4.5; (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 or 6.2 of the Deposit Agreement; (6) a fee of $.02 .05 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreementissuance or cancellation, includingrespectively, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners; and (8) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in ReceiptsReceipt.

Appears in 1 contract

Samples: Deposit Agreement (Kingfisher PLC /Fi)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. J.X.Xxxxxx The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 of the Deposit Agreement), or by OwnersHolders, as applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; , (3) such cableSWIFT, telex and facsimile transmission and other communication expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary amounts described in the conversion next paragraph of Foreign Currency pursuant to Section 4.5; this Article (7), (5) a fee of $US$5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 or 6.2 of the Deposit Agreement; , (6) a fee of $.02 US$0.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, Agreement to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; , (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners; Holders and (8) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners Holders as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners Holders for such charge or by deducting such charge from one or more cash dividends or other cash distributions). J.X.Xxxxxx To facilitate the administration of various depositary receipt transactions, including disbursement of dividends or other cash distributions and other corporate actions, the Depositary may engage the foreign exchange desk within JPMorgan Chase Bank, N.A. (the “Bank”) and/or its affiliates in order to enter into spot foreign exchange transactions to convert foreign currency into U.S. dollars (“FX Transactions”). For certain currencies, FX Transactions are entered into with the Bank or an affiliate, as the case may be, acting in a principal capacity. For other currencies, FX Transactions are routed directly to and managed by an unaffiliated local custodian (or other third party local liquidity provider), and neither the Bank nor any of its affiliates is a party to such FX Transactions. The foreign exchange rate applied to an FX Transaction will be either (a) a published benchmark rate, or (b) a rate determined by a third party local liquidity provider, in each case plus or minus a spread, as applicable. The Depositary will disclose which foreign exchange rate and spread, if any, apply to such currency on the “Disclosure” page (or successor page) of wxx.xxx.xxx (as updated by the Depositary from time to time, “AXX.xxx”). Such applicable foreign exchange rate and spread may (and neither the Depositary, subject the Bank nor any of their affiliates is under any obligation to Section 2.9 ensure that such rate does not) differ from rates and spreads at which comparable transactions are entered into with other customers or the range of foreign exchange rates and spreads at which the Bank or any of its affiliates enters into foreign exchange transactions in the relevant currency pair on the date of the FX Transaction. Additionally, the timing of execution of an FX Transaction varies according to local market dynamics, which may include regulatory requirements, market hours and liquidity in the foreign exchange market or other factors. Furthermore, the Bank and its affiliates may manage the associated risks of their position in the market in a manner they deem appropriate without regard to the impact of such activities on the Company, the Depositary, Holders or Beneficial Owners of American Depositary Shares. The spread applied does not reflect any gains or losses that may be earned or incurred by the Bank and its affiliates as a result of risk management or other hedging related activity. Notwithstanding the foregoing, to the extent the Company provides U.S. dollars to the Depositary, neither the Bank nor any of its affiliates will execute an FX Transaction as set forth herein. In such case, the Depositary will distribute the U.S. dollars received from the Company. Further details relating to the applicable foreign exchange rate, the applicable spread and the execution of FX Transactions will be provided by the Depositary on AXX.xxx. The Company, Holders and Beneficial Owners each acknowledge and agree that the terms applicable to FX Transactions disclosed from time to time on AXX.xxx will apply to any FX Transaction executed pursuant to this Deposit Agreement, . The Depositary may own and deal in any class of securities of the Company Issuer and its affiliates and in Receipts.

Appears in 1 contract

Samples: JPMorgan Chase Bank, N.A. - ADR Depositary

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 of the Deposit Agreement), or by OwnersHolders, as applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agree­ment, (4) such expenses as are incurred by the Depositary in connection with the conversion of Foreign Currency foreign currency into U.S. dollars pursuant to Section 4.5; 4.5 of the Deposit Agreement, JPMorgan Chase Bank, N.A. shall deduct out of such foreign currency the fees and expenses charged by it and/or its agent (which may be a division, branch or affiliate) so appointed in connection with such conversion, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 or 6.2 of the Deposit Agreement; , (6) a fee of $.02 0.04 or less per American Depositary Share (or portion thereof) for on any cash dividend and cash distribution made pursuant to the Deposit AgreementAgreement and which will be payable in the manner described in clause (9) below, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.2, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 (7) treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to OwnersHolders, (8) to the extent the Depositary has not collected a fee of $0.04 per American Depositary Share in a calendar year under (6) above, a fee of $0.04 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and which will be payable in the manner described in clause (9) below; and (8) any other charge payable 9) a fee for the reimbursement of such fees, charges and expenses as are incurred by the Depositary, Depositary and/or any of its agents (including, without limitation, the Depositary's agents, including the Custodian, Custodian and expenses incurred on behalf of Holders in connection with compliance with foreign exchange control regulations or the agents of the Depositary's agents any law or regulation relating to foreign investment) in connection with the servicing of the Shares or other Deposited Securities, the sale of securities (including, without limitation, Deposited Securities), the delivery of Deposited Securities or otherwise in connection with the Depositary's or its Custodian's compliance with applicable law, rule or regulation (which charge fees and charges shall be assessed on a proportionate basis against Owners Holders as of the record date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge Holders or by deducting such charge from one or more cash dividends or other cash distributions). J.X.Xxxxxx The Depositary, subject to Section 2.9 of the Deposit Agreement, may own and deal in any class of securities of the Company Issuer and its affiliates and in Receipts. The Depositary anticipates making contributions to the Company in connection with the American Depositary Receipt program upon such terms and conditions as the Company and the Depositary may agree from time to time. The Depositary may make available to the Company a set amount or a portion of the Depositary fees charged in respect of the American Depositary Receipt program or otherwise upon such terms and conditions as the Company and the Depositary may agree from time to time. The Depositary reserves the right to utilize a division, branch or affiliate of JPMorgan Chase Bank, N.A. to direct, manage and/or execute any public and/or private sale of securities under the Deposit Agreement. Such division, branch and/or affiliate may charge the Depositary a fee in connection with such sales, which fee is considered an expense of the Depositary contemplated hereunder.

Appears in 1 contract

Samples: JPMorgan Chase Bank, N.A. - ADR Depositary

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts ReceiptsAmerican Depositary Shares or to whom Receipts ReceiptsAmerican Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts ReceiptsAmerican Depositary Shares or Deposited Securities or a distribution of Receipts Receiptsdelivery of American Depositary Shares pursuant to Section 4.3 of the Deposit Agreement), or whicheveror by Owners, as applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the terms of the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency Currencyforeign currency pursuant to Section 4.5; 4.54.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts ReceiptsAmerican Depositary Shares pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement Agreement, and the surrender of Receipts ReceiptsAmerican Depositary Shares pursuant to Section 2.5 or 6.2 of the Deposit Agreement; , (6) to the extent permitted by any securities exchange on which the American Depositary Shares may be listed for trading a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to to, Sections 4.1 through 4.4 of thereofof the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; and (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 (7) treating all such securities as if they were Shares) ), but which securities are instead distributed by the Depositary to Owners; and (8) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Appears in 1 contract

Samples: Publicis Groupe Sa

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The Subject to the preceding paragraph, the following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 of the Deposit Agreement), or by Owners, as whichever applicable: (1) stock transfer or other taxes and other governmental charges; , (2) such transfer or registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.3, Sections 2.3 or 4.3 or 4.4 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 or 6.2 of the Deposit Agreement; , (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, Agreement including, but not limited to to, Sections 4.1 through 4.4 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; thereof and (7) a fee for for, and deduction of such fee from, the distribution of proceeds of sales of securities or rights pursuant to Section Sections 4.2 or 4.4 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery issuance of American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners of such securities (for purposes of this clause 7 (7) treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Sections 4.2 or 4.4, respectively, of the Deposit Agreement, but which securities or rights are instead distributed sold by the Depositary to Owners; and (8) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions)net proceeds distributed. The Depositary, subject to Section 2.9 of the Deposit AgreementParagraph (8) hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Appears in 1 contract

Samples: Xenova Group PLC

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company at least once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 4.03 of the Deposit Agreement), or by Owners, as applicable: (1) taxes taxes, stamp duties and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the terms of the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 2.05 or 6.2 6.02 of the Deposit Agreement; , (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 4.04 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) ), but which securities are instead distributed by the Depositary to Owners, (8) a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause (9) below; provided, however, that no fee will be assessed under this clause (8) to the extent a fee of $.02 was charged pursuant to clause (6) above during that calendar year and (8) 9) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit AgreementArticle 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Appears in 1 contract

Samples: Deposit Agreement (Tingyi (Cayman Islands) Holding Corp.)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts American Depositary Shares or to whom Receipts American Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts American Depositary Shares or Deposited Securities or a distribution delivery of Receipts American Depositary Shares pursuant to Section 4.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes taxes, stamp duty and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts American Depositary Shares pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of Receipts American Depositary Shares pursuant to Section 2.5 or 6.2 of the Deposit Agreement; , (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners; , (8) in addition to any fee charged under clause 6, a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and will be payable as provided in clause 9 below and (8) 9) any other charge charges payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in ReceiptsAmerican Depositary Shares.

Appears in 1 contract

Samples: Deposit Agreement (Simcere Pharmaceutical Group)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares CPOs or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares CPOs generally on the Share register of the Company CPO Trust or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares CPOs to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agree­ment, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 or 6.2 of the Deposit Agreement; , (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; , (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were SharesCPOs) but which securities are instead distributed by the Depositary to Owners; , and (8) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares CPOs or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates affiliates, in CPOs and in Receipts.

Appears in 1 contract

Samples: Deposit Agreement (Vitro Sa De Cv)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company at least once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 4.03 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the terms of the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 2.05 or 6.2 6.02 of the Deposit Agreement; , (6) to the extent permitted by the exchange on which the American Depositary Shares may be listed for trading, a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 4.04 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) ), but which securities are instead distributed by the Depositary to Owners, (8) a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause (9) below; provided, however, that no fee will be assessed under this clause (8) to the extent a fee of $.02 was charged pursuant to clause (6) above during that calendar year and (8) 9) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit AgreementArticle 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Appears in 1 contract

Samples: Deposit Agreement (Horizon Technology Group PLC)

Charges of Depositary. The Company Issuer agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only as provided in accordance with agreements in writing entered into between the Depositary and the Company Issuer in effect from time to time. The Depositary shall present its statement for such charges and expenses to the Company Issuer at least once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian Custodians are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts ReceiptsAmerican Depositary Shares or to whom Receipts ReceiptsAmerican Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company Issuer or the Issuer or an exchange of stock regarding the Receipts ReceiptsAmerican Depositary Shares or Deposited Securities or a distribution of Receipts Receiptsdelivery of American Depositary Shares pursuant to Section 4.3 of the Deposit Agreement4.03), or by Ownersthe OwnerOwners, as as, applicable: (1) taxes and other governmental charges; charges relating to the ADSs, Shares or Deposited Securities or the deposit, transfer or withdrawal thereof, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company Issuer or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency pursuant to Section 4.5; 4.05, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts ReceiptsAmerican Depositary Shares pursuant to Section 2.3Sections 2.03 orSection 2.03, 4.3 4.03 or 4.4 4.04 (except execution and delivery of Receipts in connection with the payment of the Final Instalment Payment, as defined in the Interim Deposit Agreement Agreement), and the surrender of Receipts ReceiptsAmerican Depositary Shares pursuant to Section 2.5 2.05, and2.05 or 6.2 of the Deposit Agreement; 6.02, (6) a fee not in excess of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the thethis Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 4.04 hereof, other than distribution of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; cash dividends. (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) in addition to any fee charged under clause 6, a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause 9 below; provided, however, that no fee will be assessed under this clause 8 if a fee of $.02 was charged pursuant to clause 6 above during that calendar year and (8) 9) any other charge charges payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement 4.06 and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement2.09 hereof, may own and deal in any class of securities of the Company Issuer and its affiliates and in Receipts.

Appears in 1 contract

Samples: Deposit Agreement (Telstra Corp LTD)

Charges of Depositary. The Company agrees to pay Depositary shall charge the fees, reasonable expenses and out-of-pocket charges following fees for the services performed under the terms of the Depositary and those Deposit Agreement; provided, however, that no fees shall be payable upon distribution of any Registrar only in accordance with agreements in writing entered into between cash dividends so long as the Depositary and charging of such fee is prohibited by the Company from time to timeexchange, if any, upon which the Receipts are listed. The Depositary shall present its statement for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by charge any party depositing or withdrawing Shares or by any party surrendering Receipts who makes a deposit or to whom Receipts are issued (including, without limitation, deposit or issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding for the Receipts Shares or Deposited Securities Property, or a distribution of Receipts pursuant to Section 4.3 4.4 or 4.10 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges; (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency pursuant to Section 4.5; (5) who surrenders Receipts a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery issuance or surrender, respectively, of Receipts pursuant a Receipt. In addition the Depositary shall charge to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 or 6.2 of the Deposit Agreement; (6) Holders a fee of $.02 2.00 or less per 100 American Depositary Share Shares (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including but not limited to, Sections 4.2 through 4.5 thereof, and $5.00 or less per 100 American Depositary Shares (or portion thereof) in case of a stock dividend made pursuant to the Deposit Agreement including, but not limited to Sections 4.1 Section 4.2 through 4.4 4.5 thereof. The Depositary shall also charge the holder hereof a fee of $1.50 per certificate for a Receipt or Receipts for transfers made pursuant to the terms of the Deposit Agreement. In addition, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit AgreementHolders, such fee being in an amount equal to the fee for the execution Beneficial Owners and persons depositing shares will pay taxes and other governmental charges, registration fees, cable, telex and facsimile transmission and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners; expenses, and (8) any customary and other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set expenses incurred by the Depositary in accordance connection with Section 4.6 of its obligations and duties under the Deposit Agreement and shall be payable at the sole discretion Annex E thereof. Any other charges and expenses of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of under the Deposit Agreement, Agreement will be paid by the Company after consultation and agreement between the Depositary and the Company concerning the nature and amount of such charges and expenses. All fees and charges may own at any time and deal in any class of securities of from time to time be changed by agreement between the Company and its affiliates the Depositary. The charges and expenses of the Custodian, nominee or any other agent of the Depositary are for the sole account of the Depositary. The provisions in Receiptsrespect of these charges may be changed in the manner indicated in Article (22) of this Receipt.

Appears in 1 contract

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 4.03 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Share Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 2.05 or 6.2 6.02 of the Deposit Agreement; , (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $.02 0.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 of the Deposit Agreement4.04 thereof, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares Receipts referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 (7) treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners; Owners and (8) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary's ’s agents, including the Custodian, or the agents of the Depositary's ’s agents in connection with the servicing of Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Appears in 1 contract

Samples: Deposit Agreement (Grupo Financiero Inbursa S a De C v /Fi)

Charges of Depositary. The Company agrees to will not pay the any fees, reasonable expenses and out-of-pocket or other charges of the Depositary and those or of any Registrar only except in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. Except as set forth in clause (8) belowThe fees, the charges and expenses of the Custodian are for the sole account of the Depositary. The following charges charges, to the extent permitted by applicable law and stock exchange regulations, shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts American Depositary Shares or Deposited Securities or a distribution delivery of Receipts American Depositary Shares pursuant to Section 4.3 4.03 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Share Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the terms of the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts American Depositary Shares pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 of the Deposit Agreement and the surrender of Receipts American Depositary Shares pursuant to Section 2.5 2.05 or 6.2 6.02 of the Deposit Agreement; , (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 4.04 of the Deposit Agreement, to the extent permitted by the rules except for distributions of any securities exchange on which the American Depositary Shares may be listed for trading; cash dividends, (7) a fee for the distribution of securities pursuant to Section 4.2 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners; , (8) in addition to any fee charged under clause 6, a fee of $.02 or less per American Depositary Share (or portion thereof) per annum for depositary services, which will be payable as provided in clause 9 below, and (8) 9) any other charge charges payable by the Depositary, any of the Depositary's ’s agents, including the Custodian, or the agents of the Depositary's ’s agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 2.09 of the Deposit AgreementAgreement and applicable laws, rules and regulations, may own and deal in any class of securities of the Company and its affiliates and in ReceiptsAmerican Depositary Shares.

Appears in 1 contract

Samples: Deposit Agreement (Ambev S.A.)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company at least once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 4.03 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the terms of the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 2.05 or 6.2 6.02 of the Deposit Agreement; , (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 4.04 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 clause(7) treating all such securities as if they were Shares) ), but which securities are instead distributed by the Depositary to Owners, (8) a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause (9) below; provided, however, that no fee will be assessed under this clause (8) to the extent a fee of $.02 was charged pursuant to clause (6) above during that calendar year and (8) 9) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit AgreementArticle 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Appears in 1 contract

Samples: Deposit Agreement (Shinsel Bank LTD)

Charges of Depositary. The Company Issuer agrees to pay the fees, reasonable expenses and out-of-pocket charges chargesexpenses of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company Issuer from time to time. The Depositary shall present its statement for such charges and expenses to the Company Issuer once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts ReceiptsAmerican Depositary Shares or to whom Receipts ReceiptsAmerican Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company Issuer or an exchange of stock regarding the Receipts ReceiptsAmerican Depositary Shares or Deposited Securities or a distribution of Receipts Receiptsdelivery of American Depositary Shares pursuant to Section 4.3 of the Deposit Agreement4.03), or whicheveror by Owners, as applicable: (1) transfer taxes and other similar governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company Issuer or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or andor from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.54.05, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts ReceiptsAmerican Depositary Shares pursuant to Section 2.32.03, 4.3 4.03 or 4.4 of the Deposit Agreement 4.04,4.04 and the surrender of Receipts ReceiptsAmerican Depositary Shares pursuant to Section 2.5 2.05 or 6.2 of the Deposit Agreement; 6.02, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the thethis Deposit Agreement, including, but not limited to to, Sections 4.1 4.01 through 4.4 4.04 hereof, except for distributions of the Deposit Agreementcash dividends, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause Section 5.09)clause 7 treating all such securities as if they were Shares) ), but which securities are instead distributed by the Depositary to Owners; and , (8) in addition to any fee charged under clause 6, a fee of $.02 or less per American Depositary Share (or portion thereof) per annum for depositary services, which will be payable as provided in clause 9 below, (9) any other charge charges payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement 4.06 and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement2.09 hereof, may own and deal in any class of securities of the Company Issuer and its affiliates and in ReceiptsReceiptsAmerican Depositary Shares.

Appears in 1 contract

Samples: Deposit Agreement (Gerdau S.A.)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split (including a free distribution of Shares) declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share Shareholders' register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.5 of the Deposit Agreement, and (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of Receipts pursuant to Section Sections 2.5 or 6.2 of the Deposit Agreement; (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners; and (8) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit AgreementArticle 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Appears in 1 contract

Samples: Deposit Agreement (Crosswave Communications Inc /Adr/)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company at least once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock free distribution of Sharesstock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 of the Deposit Agreement4.3), where or by Owners, as applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share registers of shareholdersShare register of the Company or and theor Foreign Transfer Agent, if applicable,Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency pursuant to Section 4.5; , (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement 4.4,4.4 and the surrender of Receipts pursuant to Section 2.5 or 6.2 of the Deposit Agreement; 6.2, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the thisthe Deposit Agreement, including, but not limited to to, Sections 4.1 through 4.4 of the Deposit Agreementhereof, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; and (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.2, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 (7) treating all such securities as if they were Shares) ), but which securities are instead distributed by the Depositary to Owners; Owners and (8) any other charge charges payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.5 and 2.9 of hereof and other than in its capacity as the Deposit AgreementDepositary hereunder, may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Appears in 1 contract

Samples: Deposit Agreement (Trend Micro Inc)

Charges of Depositary. The Company agrees to pay the feesfees and, reasonable expenses and out-of-pocket charges of the Depositary De­positaryDepositary and those of any Registrar only in accordance with agreements agree­mentsagreements in writing entered into between the Depositary and the Company Com­panyCompany from time to time. The Depositary shall present its statement state­mentstatement for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the The charges and expenses of the anythe Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing deposit­ingdepositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance issu­anceissuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Depos­itedDeposited Securities or a distribution of Receipts pursuant to Section 4.03 4.3 of the Deposit Agreement), or whicheveror by Owners, as applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign For­eignForeign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the terms of the Deposit Agreement; , hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency Currencyforeign currency pursuant to Section 4.05 of the Deposit Agreement, 4.5; , (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery de­liverydelivery of Receipts pursuant to Section 2.03, 4.03 2.3, 4.3 or 4.4 4.044.4 of the Deposit Agreement and the surrender of Receipts pursuant to Section Sec­tion 2.05Section 2.5 or 6.2 6.026.2 of the Deposit Agreement; , and (6) a fee for the distribution of proceeds pursuant to Section 4.04 (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; , (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the exercise of the rights and the deposit of thesuch securities received upon the exercise of such securities rights (for purposes of this clause 6 7 treating all such securities as if they were Shares) ), but which securities rightssecurities are instead sold and the proceeds of such sale distributed by the Depositary to Owners; Owners and (8) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section Article 8 hereofSection 2.9 of the Deposit Agreement, may own and deal in any class of securities of the Company CompanyIssuer and its affiliates and in Receipts.

Appears in 1 contract

Samples: Deposit Agreement (Australia & New Zealand Banking Group LTD)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company at least once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 4.03 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the terms of the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 2.05 or 6.2 6.02 of the Deposit Agreement; , (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 4.04 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners; , (8) in addition to any fee charged under clause (6), a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause (9) below and (8) 9) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit AgreementArticle 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Appears in 1 contract

Samples: Deposit Agreement (Phosphagenics LTD)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts American Depositary Shares or to whom Receipts American Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts American Depositary Shares or Deposited Securities or a distribution delivery of Receipts American Depositary Shares pursuant to Section 4.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes taxes, stamp duty and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.6 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts American Depositary Shares pursuant to Section 2.3, 4.3 4.3, 4.4 or 4.4 4.5 of the Deposit Agreement and the surrender of Receipts American Depositary Shares pursuant to Section 2.5 or 6.2 of the Deposit Agreement; , (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 4.5 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause (9) below; and (8) 9) any other charge charges payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 4.7 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in ReceiptsAmerican Depositary Shares.

Appears in 1 contract

Samples: Deposit Agreement (Trina Solar LTD)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 of the Deposit Agreement), 4.03) or by Owners, as applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.05, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.32.03, 4.3 4.03 or 4.4 of the Deposit Agreement 4.04 and the surrender of Receipts pursuant to Section 2.5 2.05 or 6.2 of the Deposit Agreement; 6.02, (6) a fee of $.02 .05 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the this Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 of the Deposit Agreement4.04, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners; , (8) in addition to any fee charged under clause 6, a fee of $.05 or less per American Depositary Share (or portion thereof) per annum for depositary services, which will be payable as provided in clause 9 below, and (8) 9) any other charge charges payable by the Depositary, any of the Depositary's ’s agents, including the Custodian, or the agents of the Depositary's ’s agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement 4.06 and shall be payable collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement2.09, may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Appears in 1 contract

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

Charges of Depositary. The Company Issuer agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company Issuer from time to time. The Depositary shall present its statement for such charges and expenses to the Company Issuer once every three months. Except as set forth in clause (8) below, the charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company Issuer or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 of the Deposit Agreement4.3), or by Owners, as applicable: (1) taxes and other governmental charges; (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company Issuer or Foreign Registrar (or any other appointed agent of the Company Issuer for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreementhereunder; (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­ment Agreement to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency pursuant to Section 4.5; (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 or 6.2 of the Deposit Agreement6.2; (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the this Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreementhereof, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.2, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners; and (8) any other charge payable by the Depositary, any of the Depositary's ’s agents, including the Custodian, or the agents of the Depositary's ’s agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreementhereof, may own and deal in any class of securities of the Company Issuer and its affiliates and in Receipts.

Appears in 1 contract

Samples: Deposit Agreement (Braskem Sa)

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Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section Sections 2.3, 4.3 or 4.4 of the Deposit Agreement 4.4, and the surrender of Receipts pursuant to Section Sections 2.5 or 6.2 of the Deposit Agreement; , (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, Agreement including, but not limited to Sections 4.1 through 4.4 thereof, (7) a fee of $1.50 or less per certificate for a Receipt or Receipts for transfers made pursuant to Section 2.4 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) 8) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 (8) treating all such securities as if they were Shares) ), but which securities are instead distributed by the Depositary to Owners; Owners and (8) 9) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners of record as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable collected at the sole reasonable discretion of the Depositary by billing such Owners Owner for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit AgreementArticle (8) hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts. 8.

Appears in 1 contract

Samples: Zurich Financial Services/ /Fi

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement detailed statements for such charges and expenses to the Company once every three (3) months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any Owner of Receipts or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 4.03 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register Register of the Company or Foreign maintained by the Russian Share Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the terms of the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.3Sections 2.03, 4.3 4.03 or 4.4 4.04, of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 Sections 2.05 or 6.2 6.02 of the Deposit Agreement; , (6) a fee of $.02 0.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, Agreement including but not limited to Sections 4.1 4.01 through 4.4 4.04 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee of $0.01 or less per American Depositary Share (or portion thereof) per year to cover such expenses as are incurred for inspections by the Depositary, the Custodian or their respective agents of the Share Register maintained by the Russian Share Registrar (which fee shall be assessed against Owners of record as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be collected at the sole discretion of the Depositary by billing such Owners for such fee or by deducting such fee from one or more cash dividends or other cash distributions), (8) a fee for the distribution of securities pursuant to Section 4.2 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 8 treating all such securities as if they were Shares) ), but which securities are instead distributed by the Depositary to Owners; Owners and (8) any other charge payable by 9) a fee not in excess of $1.50 per certificate for a Receipt or Receipts for transfers made pursuant to the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 terms of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions)Agreement. The Depositary, subject to Section 2.9 of the Deposit AgreementArticle 8 hereof, may own and deal deal, in accordance with applicable law, in any class of securities of the Company and its affiliates and in Receipts.

Appears in 1 contract

Samples: Deposit Agreement (Open Joint Stock Co Nizhegorodsvyazinform/Adr)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses fees and out-of-pocket charges expenses of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses Except to the extent that the Company once every three months. Except as set forth in clause (8) belowis a depositor or Owner hereunder, the charges and expenses Company is not liable for the payment of any of the Custodian are for the sole account charges of the DepositaryDepositary under Section 5.09 of the Deposit Agreement. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts American Depositary Shares or to whom Receipts American Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts American Depositary Shares or Deposited Securities or a distribution delivery of Receipts American Depositary Shares pursuant to Section 4.3 4.03 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the terms of the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts American Depositary Shares pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 of the Deposit Agreement and the surrender of Receipts American Depositary Shares pursuant to Section 2.5 2.05 or 6.2 6.02 of the Deposit Agreement; , (6) a fee of $.02 .05 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 4.04 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners; , (8) in addition to any fee charged under clause 6, a fee of $.05 or less per American Depositary Share (or portion thereof) per annum for depositary services, which will be payable as provided in clause 9 below, and (8) 9) any other charge charges payable by the Depositary, any of the Depositary's ’s agents, including the Custodian, or the agents of the Depositary's ’s agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary may collect any of its fees by deduction from any cash distribution payable to Owners that are obligated to pay those fees pursuant to the terms of the Deposit Agreement. The Depositary, subject to Section 2.9 of the Deposit AgreementArticle 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in ReceiptsAmerican Depositary Shares. From time to time, the Depositary may make payments to the Company to reimburse and / or share revenue from the fees collected from Owners or Holders, or waive fees and expenses for services provided, generally relating to costs and expenses arising out of establishment and maintenance of the American Depositary Shares program. In performing its duties under the Deposit Agreement, the Depositary may use brokers, dealers or other service providers that are affiliates of the Depositary and that may earn or share fees or commissions.

Appears in 1 contract

Samples: Deposit Agreement (iDreamSky Technology LTD)

Charges of Depositary. The Company Issuer agrees to pay the fees, reasonable expenses and reasonable out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company Issuer from time to time. The Depositary shall present its statement for such charges and expenses to the Company Issuer at least once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company Issuer or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 4.03 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company Issuer or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the terms of the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency pursuant to Section 4.5; 4.05 of the Deposit Agreement, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 or 6.2 of the Deposit Agreement; (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners; and (8) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in Receipts.portion

Appears in 1 contract

Samples: Deposit Agreement (Irsa Propiedades Comerciales S.A.)

Charges of Depositary. The Company agrees to pay the fees, fees and reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges fees and expenses to the Company once every three months. Except as set forth in clause (8) below, the charges The fees and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such reasonable expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement Agre, and the surrender of Receipts pursuant to Section 2.5 or 6.2 of the Deposit Agreement; , (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, Agreement including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreementthereof, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; and (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 (7) treating all such securities as if they were Shares) ), but which securities are instead distributed by the Depositary to Owners; and (8) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit AgreementArticle (8) hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Appears in 1 contract

Samples: Deposit Agreement (Skyepharma PLC)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts American Depositary Shares or to whom Receipts American Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts American Depositary Shares or Deposited Securities or a distribution delivery of Receipts American Depositary Shares pursuant to Section 4.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes taxes, stamp duty and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agree- ment, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts American Depositary Shares pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of Receipts American Depositary Shares pursuant to Section 2.5 or 6.2 of the Deposit Agreement; , (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause (9) below; and (8) 9) any other charge charges payable by the Depositary, any of the Depositary's Depositarys agents, including the Custodian, or the agents of the Depositary's Depositarys agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in ReceiptsAmerican Depositary Shares. 8.

Appears in 1 contract

Samples: Trina Solar LTD

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian Custodian, any co-Registrar or co-transfer agents are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.32.3 of the Deposit Agreement, the execution and delivery of Receipts pursuant to Section 4.3 or 4.4 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 or 6.2 of the Deposit Agreement; Agreement and (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreementfor, includingand deduct such fee from, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities proceeds pursuant to Section 4.2 4.4 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery issuance of American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners of such securities (for purposes Shares received in exercise of this clause 7 treating all such securities as if they were Shares) rights distributed to them pursuant to Section 4.4 of the Deposit Agreement, but which securities rights are instead distributed by the Depositary to Owners; and (8) any other charge payable sold by the Depositary, any of and the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions)net proceeds distributed. The Depositary, subject to Section 2.9 of the Deposit AgreementParagraph (8) hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Appears in 1 contract

Samples: Deposit Agreement (Telecom Corp of New Zealand LTD)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket outofpocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.5 of the Deposit Agreement, (5) a fee not in excess of $5.00 10.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.32.3 of the Deposit Agreement, the execution and delivery of Receipts pursuant to Section 4.3 or 4.4 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 or 6.2 of the Deposit Agreement; , (6) a fee not in excess of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, Agreement including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreementthereof and, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee not in excess of $1.50 or less per certificate for the distribution of securities a Receipt or Receipts for transfers made pursuant to Section 4.2 2.4 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners; and (8) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit AgreementParagraph (8) hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Appears in 1 contract

Samples: Atlas South Sea Pearl LTD

Charges of Depositary. The Company Issuer agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company Issuer from time to time. The Depositary shall present its statement for such charges and expenses to the Company Issuer once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. .The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company Issuer or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 of the Deposit Agreement), or whicheveror by Owners, as applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company Issuer or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the terms of the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement Agreement, and the surrender of Receipts pursuant to Section 2.5 or 6.2 of the Deposit Agreement; , (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 thereof, except for distributions of cash dividendsof the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for for, and deduct such fee from, the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 (7) treating all such securities as if they were Shares) ), but which securities are instead distributed by the Depositary to Owners, (8) a fee of $.02 or less per American Depositary Share (or portion thereof) per annum for depositary services, which will be payable as provided in clause 9 below; provided, however that no fee will be assessed under this clause (8) if a fee was charged pursuant to clause (6) above for that calendar year and (8) 9) any other charge charges payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit AgreementArticle (8) hereof, may own and deal in any class of securities of the Company Issuer and its affiliates and in Receipts.

Appears in 1 contract

Samples: Deposit Agreement (Swisscom Ag)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company at least once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing H Shares or by any party surrendering Receipts American Depositary Shares or to whom Receipts American Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts American Depositary Shares or Deposited Securities or a distribution of Receipts American Depositary Shares pursuant to Section 4.3 4.03 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of H Shares generally on the H Share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of H Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts American Depositary Shares pursuant to Section 2.3, 4.3 2.03 or 4.4 4.03 of the Deposit Agreement and the surrender of Receipts American Depositary Shares pursuant to Section 2.5 or 6.2 2.05 of the Deposit Agreement; Agreement and (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the this Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 4.04 of the Deposit Agreement and (7) a fee for, and deduct such fee from, the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreementrespectively, such fee being in an amount equal to the fee for the execution and delivery issuance of American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners of such securities (for purposes of this clause 7 treating all such securities as if they were H Shares) or H Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04 of the Deposit Agreement, respectively, but which securities or rights are instead distributed sold by the Depositary to Owners; and (8) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions)net proceeds distributed. The Depositary, subject to Section 2.9 of the Deposit AgreementArticle 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in ReceiptsAmerican Depositary Shares.

Appears in 1 contract

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

Charges of Depositary. The Company agrees to pay the fees, fees and reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement detailed statements for such charges and expenses to the Company at least once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts American Depositary Shares or to whom Receipts American Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts American Depositary Shares or Deposited Securities or a distribution of Receipts American Depositary Shares pursuant to Section 4.3 4.03 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share share register of the Company or Foreign Registrar (or any other (if applicable) the appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the terms of the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency pursuant to Section 4.5; 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts American Depositary Shares pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 of the Deposit Agreement and the surrender of Receipts American Depositary Shares pursuant to Section 2.5 2.05 or 6.2 6.02 of the Deposit Agreement; , (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; 4.04 thereof and (7) a fee for the distribution of securities pursuant to Section 4.2 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners; and (8) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreementparagraph (8) hereof, may own and deal in any class of securities of the Company and its affiliates and in ReceiptsAmerican Depositary Shares.

Appears in 1 contract

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

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company at least once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 4.03 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the terms of the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 2.05 or 6.2 6.02 of the Deposit Agreement; , (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 4.04 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners; and (8) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in Receipts.have

Appears in 1 contract

Samples: Deposit Agreement (China Wireless Technologies LTD)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three monthsmonths or at such other interval as the Company and the Depositary may agree in writing. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 of the Deposit Agreement4.03), or by Owners, as applicable: (1) taxes and other governmental charges; , (2) such registration fees or transfer fees, if any, as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar (any foreign registrar or any other appointed agent of the Company for transfer and registration of the Shares) otherwise and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.05, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.32.03, 4.3 4.03 or 4.4 of the Deposit Agreement 4.04 and the surrender of Receipts pursuant to Section 2.5 2.05 or 6.2 of the Deposit Agreement; 6.02, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 of the Deposit Agreement4.04 hereof, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause (9) below; provided, however, that no fee will be assessed under this clause (8) if a fee was charged pursuant to clause (6) above during that calendar year and (8) 9) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement 4.06 and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement2.09 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Appears in 1 contract

Samples: Deposit Agreement (Palfinger Ag)

Charges of Depositary. The Company Issuer agrees to pay the fees, reasonable expenses and out-of-pocket charges chargesexpenses of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company Issuer from time to time. The Depositary shall present its statement for such charges and expenses to the Company Issuer once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts ReceiptsAmerican Depositary Shares or to whom Receipts ReceiptsAmerican Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company Issuer or an exchange of stock regarding the Receipts ReceiptsAmerican Depositary Shares or Deposited Securities or a distribution of Receipts ReceiptsAmerican Depositary Shares pursuant to Section 4.3 of the Deposit Agreement4.03 hereof), whichever4.3), or by Owners, as applicable: (1) the fees of the Depositary for the execution and delivery of Receipts pursuant to Section 2.03, the execution and delivery of Receipts pursuant to Section 4.03, transfers pursuant to Section 2.04, the surrender of Receipts pursuant to Section 2.05, and the making of any cash distribution pursuant to the Deposit Agreement, including but not limited to Sections 4.01 through 4.04 thereof, (2) taxes and other governmental charges; , (232) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share share register of the Company Issuer or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; hereunder, (343) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (454) such expenses as are incurred by the Depositary in the conversion of Foreign Currency pursuant to Section 4.5; 4.05,4.5, (565) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery issuance or surrender, respectively, of a Receipt and, (7) a fee not in excess of $1.50 or less per certificate for a Receipt or Receipts for transfers made pursuant to the terms of the Deposit Agreementdelivery of American Depositary Shares pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of Receipts American Depositary Shares pursuant to Section 2.5 or 6.2 of the Deposit Agreement; 6.2, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the this Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreementhereof, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.2, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners; , (8) in addition to any fee charged under clause 6, a fee of $.02 or less per American Depositary Share (or portion thereof) per annum for depositary services, which will be payable as provided in clause 9 below, and (8) 9) any other charge charges payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement2.09,2.9 hereof, may own and deal in any class of securities of the Company Issuer and its affiliates and in ReceiptsReceiptsAmerican Depositary Shares.

Appears in 1 contract

Samples: Deposit Agreement (Teva Pharmaceutical Industries LTD)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and outou-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Preference Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 4.03 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Preference Shares generally on the Share share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Preference Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the terms of the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 2.05 or 6.2 6.02 of the Deposit Agreement; , (6) a fee of $.02 or less per American Depositary Share (or portion thereofthereat) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 4.04 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Preference Shares) ), but which securities are instead distributed by the Depositary to Owners, (8) ) a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and will be payable as provided in clause 9 below; provided, however, that no fee will be assessed under this clause 8 to the extent that a fee of $.02 was charged pursuant to clause 6 above during that calendar year and (8) 9) any other charge charges payable by the Depositary, any of the Depositary's ’s agents, including the Custodian, or the agents of the Depositary's ’s agents in connection with the servicing of Preference Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 4.06 of the Deposit Agreement and shall be payable collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Appears in 1 contract

Samples: Rule 144a Deposit Agreement (Lloyds Banking Group PLC)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts American Depositary Shares or to whom Receipts American Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts American Depositary Shares or Deposited Securities or a distribution delivery of Receipts American Depositary Shares pursuant to Section 4.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes taxes, stamp duty and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts American Depositary Shares pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of Receipts American Depositary Shares pursuant to Section 2.5 or 6.2 of the Deposit Agreement; , (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause (9) below; and (8) 9) any other charge charges payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in ReceiptsAmerican Depositary Shares.

Appears in 1 contract

Samples: Homeinns Hotel Group

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section Sections 2.3, 4.3 or 4.4 of the Deposit Agreement 4.4, and the surrender of Receipts pursuant to Section Sections 2.5 or 6.2 of the Deposit Agreement; , (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, Agreement including, but not limited to Sections 4.1 through 4.4 thereof, (7) a fee of $1.50 or less per certificate for a Receipt or Receipts for transfers made pursuant to Section 2.4 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) 8) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 (8) treating all such securities as if they were Shares) ), but which securities are instead distributed by the Depositary to Owners; Owners and (8) 9) any other charge payable by the Depositary, any of the Depositary's ’s agents, including the Custodian, or the agents of the Depositary's ’s agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners of record as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable collected at the sole reasonable discretion of the Depositary by billing such Owners Owner for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit AgreementArticle (8) hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Appears in 1 contract

Samples: Deposit Agreement (Scor Holding (Switzerland) LTD)

Charges of Depositary. The Company agrees to pay the fees, fees and reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares Units or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 4.03 of the Deposit Agreement), or by Owners, as whichever applicable: (1) a fee not in excess of U.S.$5.00 per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.03 of the Deposit Agreement, the execution and delivery of Receipts pursuant to Section 4.03 of the Deposit Agreement, and the surrender of Receipts pursuant to Section 2.05 of the Deposit Agreement, (2) taxes and other governmental charges; , (23) such registration fees as may from time to time be in effect for the registration of transfers of Shares Units generally on the Share Unit register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares Units to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; hereunder, (34) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (45) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 or 6.2 4.05 of the Deposit Agreement; , (6) a fee not in excess of $.02 U.S.$.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, Agreement including, but not limited to Sections 4.1 4.01 through 4.4 of the Deposit Agreement4.04 thereof, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of $.02 or less per American Depositary Shares referred to above Share (or portion thereof) per annum for depositary services, which would have been charged will be payable as a result of the deposit of such securities (for purposes of this provided in clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners; 8 below, and (8) any other charge charges payable by the Depositary, any of the Depositary's ’s agents, including the Custodian, or the agents of the Depositary's ’s agents in connection with the servicing of Shares Units or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement 4.06 and shall be payable collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary may collect any of its fees by deduction from any cash distribution payable to Owners that are obligated to pay those fees. The Depositary, subject to Section 2.9 of the Deposit AgreementArticle 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in ReceiptsAmerican Depositary Shares. From time to time, the Depositary may make payments to the Company to reimburse and / or share revenue from the fees collected from Owners or Holders, or waive fees and expenses for services provided, generally relating to costs and expenses arising out of establishment and maintenance of the American Depositary Shares program. In performing its duties under the Deposit Agreement, the Depositary may use brokers, dealers or other service providers that are affiliates of the Depositary and that may earn or share fees or commissions.

Appears in 1 contract

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

Charges of Depositary. The Company Issuer agrees to pay the fees, fees and reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between Registrar, but the Issuer shall not pay or be liable for (1) the fees of the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution execution and delivery of Receipts pursuant to Section 4.3 2.03, the surrender of Receipts pursuant to Section 2.05, and the Deposit Agreement)distribution of proceeds pursuant to Section 4.04 as hereinafter described, or by Owners, as applicable: (12) taxes and other governmental charges; , (23) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share share register of the Company or Foreign Registrar Issuer (or any other the appointed agent of the Company Issuer for transfer and registration of Shares which may but need not be the SharesForeign Registrar) and accordingly applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; hereunder, (34) such cable, telex telex, and facsimile transmission expenses as are expressly provided in the this Deposit Agree­ment Agreement to be at the expense of the person persons depositing or withdrawing Shares or Owners of American Depositary Shares; Owners, and (45) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.05. Any other charges of the Depositary hereunder will be paid by the Issuer after consultation and agreement between the Depositary and the Issuer as to the amount and nature of such charges. Such charges may at any time and from time to time be changed by agreement between the Issuer and the Depositary. The Depositary shall present its statement for such charges and expenses to the Issuer once every three months. The charges and expenses of the Custodian are for the sole account of the Depositary. The Depositary shall charge any party to whom American Depositary Sharess are issued (5including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Issuer or an exchange of stock regarding the American Depositary Shares or Deposited Securities or a distribution of American Depositary Shares pursuant to Section 4.03 hereof) or who surrenders Receipts a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution issuance or surrender, respectively, of a Receipt. In addition, the Depositary shall charge the Owners and delivery holders of Receipts (i) a fee for, and deduct such fee from, the distribution of proceeds pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 or 6.2 of the Deposit Agreement; (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.04, such fee being in an amount equal to the fee for the execution and delivery issuance of American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners of such securities (for purposes Shares received in exercise of this clause 7 treating all such securities as if they were Shares) rights distributed to them pursuant to Section 4.04, but which securities rights are instead distributed by the Depositary to Owners; and (8) any other charge payable sold by the Depositary, any and the net proceeds distributed, and (ii) to the extent not prohibited by the rules of the Depositary's agentsprimary stock exchange upon which the American Depositary Shares are traded, a fee not in excess of U.S. $ 2.00 per 100 American Depositary Shares held for the distribution of cash proceeds, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or sale of rights and other cash distributions)entitlements, not made pursuant to a cancellation or withdrawal. The Depositary, subject to Section 2.9 of the Deposit Agreement2.09 hereof, may own and deal in any class of securities of the Company and its affiliates Issuer and in Receiptsthe Receipt.

Appears in 1 contract

Samples: Deposit Agreement (Luxottica Group Spa)

Charges of Depositary. The Company Issuer agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company Issuer from time to time. The Depositary shall present its statement for such charges and expenses to the Company Issuer once every three months. Except as set forth in clause (8) below, the charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company Issuer or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 of the Deposit Agreement4.3), or by Owners, as applicable: (1) taxes and other governmental charges; (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company Issuer or Foreign Registrar (or any other appointed agent of the Company Issuer for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreementhereunder; (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­ment Agreement to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency pursuant to Section 4.5; (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 or 6.2 of the Deposit Agreement6.2; (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the this Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreementhereof, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.2, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners; and (8) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreementhereof, may own and deal in any class of securities of the Company Issuer and its affiliates and in Receipts.

Appears in 1 contract

Samples: Deposit Agreement (Braskem Sa)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company at least once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 4.03 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the terms of the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 2.05 or 6.2 6.02 of the Deposit Agreement; , (6) to the extent permitted by the exchange on which the American Depositary Shares may be listed for trading, a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 4.04 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) ), but which securities are instead distributed by the Depositary to Owners, (8) a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause (9) below; provided, however, that no fee will be assessed under this clause (8) to the extent a fee of $.02 was charged pursuant to clause (6) above during that calendar year and (8) 9) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit AgreementArticle 8 hereof, may own and deal in any class of securities of the Company and its affiliates Affiliates and in Receipts.

Appears in 1 contract

Samples: Deposit Agreement (Kerry Group PLC)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares Shares, by any Owner of Receipts or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 of the Deposit Agreement4.03), or by Owners, as whichever applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the transfer and registration of transfers of Shares generally on the Share register - 41 - of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided for in the this Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency pursuant to Section 4.5; 4.05, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.32.03, 4.3 4.03 or 4.4 of the Deposit Agreement 4.04 and the surrender of Receipts pursuant to Section 2.5 2.05 or 6.2 of the Deposit Agreement; 6.02, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 of the Deposit Agreement4.04 hereof, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners; Owners and (8) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners of record as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement 4.06 and shall be payable collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement2.09 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Appears in 1 contract

Samples: Deposit Agreement (Netia Holdings Sa)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The When applicable, the following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 of the Deposit Agreement), ) or by Ownersany party presenting Receipts pursuant to Section 2.4 or 2.5 of the Deposit Agreement, as applicableand shall be payable to the Depositary: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.3, 4.3 or 4.4 4.4, of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 or 6.2 of the Deposit Agreement; , and (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreementfor, includingand deducted from, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities proceeds of the sale of rights pursuant to Section 4.2 4.4 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of Shares received upon the exercise of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) rights, but which securities rights are instead sold and the proceeds of such sale distributed by the Depositary to Owners; and (8) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit AgreementArticle 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.. 8

Appears in 1 contract

Samples: Portugal Telecom SGPS Sa

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement state­ment for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 4.03 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the terms of the Deposit Agreement; , (3) such cable, telex and facsimile transmission trans­mission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 2.05 or 6.2 6.02 of the Deposit Agreement; , (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 4.04 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares Receipts referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) ), but which securities are instead distributed by the Depositary to Owners, (8) a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause (9) below; provided, however, that no fee will be assessed under this clause (8) to the extent a fee of $.02 was charged pursuant to clause (6) above during that calendar year and (8) 9) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit AgreementArticle 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Appears in 1 contract

Samples: Deposit Agreement (Xinhua Finance LTD)

Charges of Depositary. The Subject to Section 3.02 of the Deposit, Agreement the Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 4.03 of the Deposit Agreement), or by Owners, as whichever may be applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register Register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided for in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.05 of the Deposit Agreement (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 of the Deposit Agreement Agreement, and the surrender of Receipts pursuant to Section 2.5 2.05 or 6.2 6.02 of the Deposit Agreement; , (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, Agreement including, but not limited to to, Sections 4.1 4.01 through 4.4 4.04 of the Deposit Agreement, to the extent permitted by the rules except for distributions of any securities exchange on which the American Depositary Shares may be listed for trading; cash dividends, and (7) a fee for for, and deduction of such fee from, the distribution of securities pursuant to Section 4.2 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 (7) treating all such securities as if they were Shares) ), but which securities are instead distributed by the Depositary to Owners; and (8) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions)Holders. The Depositary, subject to Section 2.9 2.09 of the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Appears in 1 contract

Samples: Deposit Agreement (Bg Group PLC)

Charges of Depositary. The Company Issuer agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company Issuer from time to time. The Depositary shall present its statement for such charges and expenses to the Company Issuer once every three monthsmonths or at such other intervals as the Issuer and the Depositary may agree. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company Issuer or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 of the Deposit Agreement4.3), or by Owners, as whichever applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers transfers, if any, of Shares generally on the Share register of the Company Issuer or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such reasonable expenses as are incurred by the Depositary in the conversion of Foreign Currency Currencyforeign currency pursuant to Section 4.5; 4.5 (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement 4.4, and the surrender of Receipts pursuant to Section 2.5 or 6.2 of the Deposit Agreement; 6.2, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, Agreement including, but not limited to to, Sections 4.1 through 4.4 of the Deposit Agreementhereof, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; and (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.2, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 (7) treating all such securities as if they were Shares) ), but which securities are instead distributed by the Depositary to Owners; and (8) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreementhereof, may own and deal in any class of securities of the Company Issuer and its affiliates and in Receipts.

Appears in 1 contract

Samples: Deposit Agreement (Cambridge Antibody Technology Group PLC)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements (in addition to, and separate from, this Deposit Agreement) in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement detailed statements for such charges and expenses to the Company once every three (3) months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares Shares, by any Owner of Receipts or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 of the Deposit Agreement4.03), or by Owners, as whichever applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register Register of the Company or Foreign maintained by the Russian Share Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.05, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.3Sections 2.03, 4.3 4.03 or 4.4 of the Deposit Agreement 4.04, and the surrender of Receipts pursuant to Section 2.5 Sections 2.05 or 6.2 of the Deposit Agreement; 6.02, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the this Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 of the Deposit Agreement4.04 hereof, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 (7) treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners; Owners and (8) any other charge payable by the Depositary, any of the Depositary's ’s agents, including the Custodian, or the agents of the Depositary's ’s agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners of record as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement 4.06 and shall be payable collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement2.09 hereof, may own and deal deal, in accordance with applicable law, in any class of securities of the Company and its affiliates and in Receipts.

Appears in 1 contract

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

Charges of Depositary. The Company Issuer agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company Issuer from time to time. The Depositary shall present its statement for such charges and expenses to the Company Issuer once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company Issuer or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 of the Deposit Agreementsection 4.3), or by Owners, as whichever applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency pursuant to Section 4.5; , (5) a fee not in excess of $5.00 10.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.3, Sections 2.3 or 4.3 or 4.4 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 or 6.2 of the Deposit Agreement; and, (6) a fee not in excess of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, including but not limited to Sections 4.1 through 4.4 of the Deposit Agreementhereof, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; and, (7) a fee not in excess of $1.50 or less per certificate for the distribution of securities a Receipt or Receipts for transfers made pursuant to Section 4.2 the terms of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners; and (8) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreementhereof, may own and deal in any class of securities of the Company Issuer and its affiliates and in Receipts.

Appears in 1 contract

Samples: Deposit Agreement (Woodside Petroleum LTD)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement state­ment for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the terms of the Deposit Agreement; , (3) such cable, telex and facsimile transmission trans­mission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.5 of the Deposit Agreement, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section Sections 2.3, 4.3 or 4.4 of the Deposit Agreement Agreement, and the surrender of Receipts pursuant to Section 2.5 or 6.2 of the Deposit Agreement; , (6) to the extent permitted by the exchange on which the American Depositary Shares may be listed for trading, a fee not in excess of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, Agreement including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreementthereof, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section Sections 4.2 or 4.4 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 (7) treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners; , and (8) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit AgreementParagraph (8) hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Appears in 1 contract

Samples: Sasol LTD

Charges of Depositary. The Company Westfield Group agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company Westfield Group from time to time. The Depositary shall present its statement for such charges and expenses to the Company Westfield Group once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares Stapled Securities or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company Westfield Group or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 4.03 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares Stapled Securities generally on the Share share register of the Company Westfield Group or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares Stapled Securities to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the terms of the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 2.05 or 6.2 6.02 of the Deposit Agreement; , (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the this Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 4.04 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 (7) treating all such securities as if they were SharesStapled Securities) but which securities are instead distributed by the Depositary to Owners; , (8) in addition to any fee charged under clause (6), a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and will be payable as provided in clause (9) below, and (8) 9) any other charge charges payable by the Depositary, any of the Depositary's ’s agents, including the Custodian, or the agents of the Depositary's ’s agents in connection with the servicing of Shares Stapled Securities or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 4.06 of the Deposit Agreement and shall be payable collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit AgreementArticle 8 hereof, may own and deal in any class of securities of the Company and Westfield Group its affiliates and in Receipts.

Appears in 1 contract

Samples: Deposit Agreement (Westfield Management LTD)

Charges of Depositary. The Company agrees Depositary may charge, and collect from, (i) each person to pay the feeswhom American Depositary Shares are issued, reasonable expenses and out-of-pocket charges including, without limitation, issuances against deposits of Shares, issuances in respect of distributions of Shares, rights and/or distributions under Section 4.02 of the Deposit Agreement, issuances pursuant to a stock dividend or stock split declared by the Company, or issuances pursuant to a merger, exchange of securities or any other transaction or event affecting the American Depositary Shares or the Deposited Securities, and those (ii) each person surrendering American Depositary Shares for withdrawal of Deposited Securities or whose American Depositary Shares are cancelled or reduced for any Registrar only in accordance with agreements in writing entered into between other reason, U.S.$5.00 or less for each 100 American Depositary Shares (or portion thereof) issued, delivered, reduced, cancelled or surrendered (as the Depositary and the Company from time to timecase may be). The Depositary shall present its statement for may sell (by public or private sale) sufficient securities and property received in respect of distributions of Shares, Rights and/or distributions under Section 4.02 prior to such charges and expenses deposit to the Company once every three months. Except as set forth in clause (8) below, the charges and expenses of the Custodian are for the sole account of the Depositarypay such charge. The following additional charges shall be incurred by the Owners, by any party depositing or withdrawing Shares or by any party surrendering Receipts or American Depositary Shares and/or to whom Receipts American Depositary Shares are issued (including, without limitation, issuance issuances pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts American Depositary Shares or the Deposited Securities or a distribution of Receipts American Depositary Shares pursuant to Section 4.3 Sections 4.02, 4.03 or 4.04 of the Deposit Agreement), or by Owners, as whichever is applicable: ): (1) taxes and other governmental charges; (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency pursuant to Section 4.5; (5i) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 or 6.2 of the Deposit Agreement; (6) a fee of $.02 U.S.$0.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited (ii) a fee of U.S.$1.50 or less per Receipt or Receipts for transfers made pursuant to Sections 4.1 through 4.4 Section 2.04 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7iii) a fee for the distribution or sale of securities pursuant to Section 4.2 Sections 4.02, 4.03 or 4.04 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause Article 7 treating all such securities as if they were Shares) but which securities or the net cash proceeds from the sale thereof are instead distributed by the Depositary to Owners; and Owners entitled thereto, (8) any other charge payable iv) an aggregate fee of U.S.$0.02 or less per American Depositary Share per calendar year (or portion thereof) for services performed by the Depositary, any of Depositary in administering the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities Receipts (which charge fee may be charged on a periodic basis during each calendar year and shall be assessed against Owners as of the record date or record dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement during each calendar year and shall be payable at the sole discretion of the Depositary by billing such Owners for or by deducting such charge from one or more cash dividends or other cash distributions), and (v) a fee for the reimbursement of such fees, charges and expenses as are incurred by the Depositary and/or any of its agents (including, without limitation, the Custodian and expenses incurred on behalf of Owners in connection with compliance with foreign exchange control regulations or any law or regulation relating to foreign investment) in connection with the servicing of the Shares or other Deposited Securities, the sale of securities (including, without limitation, Deposited Securities), the delivery of Deposited Securities or otherwise in connection with the Depositary's or its Custodian’s compliance with applicable law, rule or regulation (which fees and charges shall be assessed on a proportionate basis against Owners as of the record date or dates set by the Depositary and shall be payable at the sole discretion of the Depositary by billing such Owners or by deducting such charge from one or more cash dividends or other cash distributions). The DepositaryCompany agrees to pay the other fees and reasonable out-of-pocket expenses of the Depositary and those of any agent of the Depositary (except the Custodian) only in accordance with agreements in writing entered into between the Depositary and the Company from time to time, subject to Section 2.9 except (i) stock transfer or other taxes and other governmental charges (which are payable by Owners or persons depositing Shares), (ii) cable, telex and facsimile transmission and delivery charges incurred at the request of persons depositing, or Owners delivering Shares, Receipts or Deposited Securities (which are payable by such persons or Owners), and (iii) transfer or registration fees for the registration or transfer of Deposited Securities on any applicable register in connection with the deposit or withdrawal of Deposited Securities (which are payable by persons depositing Shares or Owners withdrawing Deposited Securities; there are no such fees in respect of the Shares as of the date of the Deposit Agreement). The fees, charges and expenses incurred by the Depositary in connection with the conversion of foreign currency and the sale of securities shall not be treated as fees of the Depositary notwithstanding J.X. Xxxxxx or an affiliate thereof participated in such conversion and/or sale, as the case may be, including in a principal capacity. The fees, charges and expenses covered by this Article 7 may at any time and from time to time be changed by agreement between the Company and the Depositary. The Depositary anticipates reimbursing the Company for certain expenses incurred by the Company that are related to the establishment and maintenance of the American Depositary Receipt program or otherwise upon such terms and conditions as the Company and the Depositary may agree from time to time. The Depositary may make available to the Company a set amount or a portion of the Depositary fees charged in respect of the American Depositary Receipt program or otherwise upon such terms and conditions as the Company and the Depositary may agree from time to time. The right of the Depositary to receive payment of fees, charges and expenses as provided above shall survive the termination of the Deposit Agreement. As to any Depositary, upon the resignation or removal of such Depositary, such right shall extend for those fees, charges and expenses incurred prior to the effectiveness of such resignation or removal. The Depositary may own and deal in any class of securities of the Company and its affiliates and in ReceiptsAmerican Depositary Shares.

Appears in 1 contract

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

Charges of Depositary. The Company Issuer agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company Issuer from time to time. The Depositary shall present its statement for such charges and expenses to the Company Issuer in arrears once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The TheFor the benefit of the Depositary and/or the Issuer, the following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts ReceiptsAmerican Depositary Shares or to whom Receipts ReceiptsAmerican Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company Issuer or an exchange of stock regarding the Receipts ReceiptsAmerican Depositary Shares or Deposited Securities or a distribution of Receipts Receiptsdelivery of American Depositary Shares pursuant to Section 4.3 4.03 of the Deposit Agreement), or whicheveror by OwnersHolders, as applicable: (1) taxes taxes, duties and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company Issuer or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the terms of the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts ReceiptsAmerican Depositary Shares pursuant to Section 2.3Sections 2.03, 4.3 4.03, 4.04 or 4.4 4.05 of the Deposit Agreement and the surrender of Receipts ReceiptsAmerican Depositary Shares pursuant to Section 2.5 2.05 or 6.2 6.02 of the Deposit Agreement; , (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, Agreement including, but not limited to Sections 4.1 4.01 through 4.4 of the Deposit Agreement4.05 thereof, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; and (7) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.2 Sections 4.02, 4.03 or 4.04, respectively, of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to in (5) above which would have been charged as a result of the deposit by Holder of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Sections 4.02, 4.03 or 4.04, respectively, but which securities or rights are instead sold by the Depositary and the net proceeds distributed.are instead distributed by the Depositary to OwnersHolders, (8) in addition to any fee charged under clause (6), a fee of $.01 per American Depositary Share (or portion thereof) for depositary services (which fee shall be assessed against Holders on or about March 20th and on or about September 20th by billing such Holders for such fee or by deducting such fee from one or more cash dividends or other cash distributions); provided, however, that the maximum fee charged under this clause (8) shall not exceed $.02 per calendar year, and (8) 9) any other charge charges payable by the Depositary, any of the Depositary's ’s agents, including the Custodian, or the agents of the Depositary's ’s agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners Holders as of the date or dates set by the Depositary in accordance with Section 4.6 4.07 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners Holders for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 2.09 of the Deposit Agreement, may own and deal in any class of securities of the Company Issuer and its affiliates and in ReceiptsAmerican Depositary Shares.

Appears in 1 contract

Samples: Deposit Agreement (Ryanair Holdings PLC)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall shall, to the extent permitted by applicable law, be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; , (3) such cable, telex and facsimile transmission and delivery expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such reasonable and customary expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement Agreement, and the surrender of Receipts pursuant to Section 2.5 or 6.2 of the Deposit Agreement; , (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, Agreement including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, thereof to the extent permitted by the rules of any securities exchange exchange, including the New York Stock Exchange, on which the American Depositary Shares may from time to time be listed for trading; , (7) a fee for for, and deduct such fee from, the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 (7) treating all such securities as if they were Shares) ), but which securities are instead distributed by the Depositary to Owners; and (8) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit AgreementArticle (8) hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts. Neither the Depositary nor the Custodian shall deliver Shares, by physical delivery, book entry or otherwise (other than to the Company or its agents as contemplated by Section 4.8 of the Deposit Agreement), or otherwise permit Shares to be withdrawn from the facility created under the Deposit Agreement, except upon the receipt and cancellation of Receipts.

Appears in 1 contract

Samples: Syngenta Ag

Charges of Depositary. The Company Issuer agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company Issuer from time to time. The Depositary shall present its statement for such charges and expenses to the Company Issuer once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company Issuer or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 4.03 of the Deposit Agreement), or whicheveror by Owners, as applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company Issuer or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04,4.04 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 2.05 or 6.2 6.02 of the Deposit Agreement; , (66)(to the extent permitted by any securities exchange on which the American Depositary Shares may be listed for trading) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 4.04 of the Deposit AgreementAgreement andthereof, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) ), but which securities are instead distributed by the Depositary to Owners, (8) in addition to any fee charged under clause (6), a fee of $.02 or less per American Depositary Share (or portion thereof) per annum for depositary services, which will be payable as provided in clause (9) below; provided, however, that no fee will be assessed under this clause (8) if a fee was charged pursuant to clause (6) above for that calendar year and (8) 9) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). .. The Depositary, subject to Section 2.9 of the Deposit AgreementArticle (8) hereof, may own and deal in any class of securities of the Company Issuer and its affiliates and in Receipts.

Appears in 1 contract

Samples: Deposit Agreement (Blue Square Israel LTD /Adr/)

Charges of Depositary. The Company agrees to pay the fees, and reasonable expenses and out---of---pocket charges chargesexpenses of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its detailed statement for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 4.03 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under hereunderunder the terms of the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 2.05 or 6.2 6.02 of the Deposit Agreement; , (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 of 4.04 thereofof the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners; , and (8) 8(8) in addition to any fee charged under clause 6, a fee of $.02 or less per American Depositary Share (or portion thereof) per annum for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause 9 below, (9) any other charge payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Article 8 hereof and Section 2.9 2.09 of the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Appears in 1 contract

Samples: Deposit Agreement (Sodexho Alliance Sa)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement detailed statements for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares Shares, by any Owner of Receipts or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 4.03 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register Register of the Company or Foreign maintained by the Russian Share Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the terms of the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 2.05 or 6.2 6.02 of the Deposit Agreement; , (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 4.04 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee of $.01 or less per American Depositary Share (or portion thereof) per year to cover such expenses as are incurred for inspections by the Depositary the Custodian or their respective agents of the Share Register maintained by the Russian Share Registrar (Such fee shall be assessed against Owners of record as of the date or dates set by the Depositary in accordance with Section 4.06 and shall be collected at the sole discretion of the Depositary by billing such Owners for such fee or by deducting such fee from one or more cash dividends or other cash distributions.), (8) a fee for the distribution of securities pursuant to Section 4.2 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 8 treating all such securities as if they were Shares) ), but which securities are instead distributed by the Depositary to Owners; Owners and (8) any other charge payable by 9) a fee not in excess of $1.50 per certificate for a Receipt or Receipts for transfers made pursuant to the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 terms of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions)Agreement. The Depositary, subject to Section 2.9 of the Deposit AgreementArticle 8 hereof, may own and deal in, in accordance with applicable law, any class of securities of the Company and its affiliates and in Receipts.

Appears in 1 contract

Samples: Deposit Agreement (Ao Surgutneftegas /Fi)

Charges of Depositary. The Company CompanyIssuer agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company CompanyIssuer from time to time. The Depositary shall present its statement for such charges and expenses to the Company CompanyIssuer once every three months. Except as set forth in clause (8) below, the The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts ReceiptsAmerican Depositary Shares or to whom Receipts ReceiptsAmerican Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company CompanyIssuer or an exchange of stock regarding the Receipts ReceiptsAmerican Depositary Shares or Deposited Securities or a distribution of Receipts Receiptsdelivery of American Depositary Shares pursuant to Section 4.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes taxes, stamp duty and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company CompanyIssuer or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the terms of the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts ReceiptsAmerican Depositary Shares pursuant to Section 2.3, 4.3 4.34.3, 4.4 or 4.4 4.44.5 of the Deposit Agreement and the surrender of Receipts ReceiptsAmerican Depositary Shares pursuant to Section 2.5 or 6.2 of the Deposit Agreement; , (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 4.44.5 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) in addition to any fee charged under clause 6, a fee of $.02 or less per American Depositary Share (or portion thereof) per annum for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause (9) below; provided, however, that no fee will be assessed under this clause (8) to the extent a fee of $.02 was charged pursuant to clause (6) above during that calendar year and (8) 9) any other charge below, (9) any other charges payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit AgreementAgreement and Article 8 hereof, may own and deal in any class of securities of the Company CompanyIssuer and its affiliates and in Receipts.

Appears in 1 contract

Samples: Deposit Agreement (Ctrip Com International LTD)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. Except as set forth specifically provided in clause (8) belowthe following paragraph, the charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 4.03 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes and other governmental charges; , (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the terms of the Deposit Agreement; , (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; Agreement, (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency foreign currency pursuant to Section 4.5; 4.05 of the Deposit Agreement, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.3, 4.3 Sections 2.03 or 4.4 4.03 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 or 6.2 2.05 of the Deposit Agreement; , (6) a fee of $.02 .05 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 4.04 of that Agreement, (7) a fee for, and deduct such fee from, the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreementrespectively, such fee being in an amount equal to the fee for the execution and delivery issuance of American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04 of that Agreement, respectively, but which securities or rights are instead distributed sold by the Depositary to Owners; and the net proceeds distributed and (8) any other charge charges payable by the Depositary, any of the Depositary's ’s agents, including the Custodian, or the agents of the Depositary's ’s agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 4.06 of the Deposit Agreement and shall be payable collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit AgreementArticle 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Appears in 1 contract

Samples: Deposit Agreement (Sinopec Shanghai Petrochemical Co LTD)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. Except as set forth in clause (8) below, the charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges; (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement; (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment Agreement to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; (4) such expenses as are incurred by the Depositary in the conversion of Foreign Currency pursuant to Section 4.5; (5) a fee of $5.00 USD5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.5 or 6.2 of the Deposit Agreement; (6) a fee of $.02 USD.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners; and (8) any other charge payable by the Depositary, any of the Depositary's Depositarys agents, including the Custodian, or the agents of the Depositary's Depositarys agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in Receipts. 8.

Appears in 1 contract

Samples: Braskem Sa

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