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. 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 American Depositary Shares or to whom 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 American Depositary Shares or Deposited Securities or a delivery of American Depositary Shares pursuant to Section 4.3), or by Owners, as applicable: (1) 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit 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 delivery of American Depositary Shares pursuant to Section 2.3, 4.3 or 4.4 and the surrender of American Depositary Shares pursuant to Section 2.5 or 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 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2, 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) 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 (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 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 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.
Appears in 4 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Trina Solar LTD), Deposit Agreement (Home Inns & Hotels Management 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. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.34.03), or by Owners, as whichever applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.54.05, (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 American Depositary Shares Receipts pursuant to Section 2.3, 4.3 Sections 2.03 or 4.4 4.03 and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 6.22.05, (6) a fee not in excess of $.02 2.00 or less per 100 American Depositary Share (or portion thereof) Receipts for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 hereof, Section 4.01 and (7) a fee for for, and deduct such fee from, the distribution of proceeds of sales of securities or rights pursuant to Section 4.24.02 or 4.04, respectively, 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, respectively, but which securities or rights are instead distributed sold 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 and the last day of each calendar year and which will be payable as provided in clause (9) below; and (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 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 2.09 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.
Appears in 4 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Class a Deposit Agreement (Bank of New York / Adr Division), Class B 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. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.34.3 of the Deposit Agreement), or by Owners, as applicable: (1) 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 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 hereunderunder the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.54.5 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 American Depositary Shares Receipts pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 6.26.2 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 hereofof the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.24.2 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 a fee of $.02 was charged pursuant to clause (6) above during that calendar year and (9) any other charges 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 and Article 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.
Appears in 4 contracts
Samples: Deposit Agreement (Ctrip Com International LTD), Deposit Agreement (O2micro International LTD), 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. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.34.3 of the Deposit Agreement), or by Owners, as applicable: (1) 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 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 hereunderunder the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.54.5 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 American Depositary Shares Receipts pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 6.26.2 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 hereofof the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.24.2 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 a fee of $.02 was charged pursuant to clause (6) above during that calendar year and (9) any other charges 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 hereofof the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.
Appears in 4 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (A-Max Technology LTD), Deposit Agreement (China Techfaith Wireless Communication Technology LTD)
Charges of Depositary. The Company agrees to Issuer will not pay the any fees, reasonable expenses and or other out-of-pocket 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 Issuer from time to time. The Depositary shall present its statement for such charges and expenses to the Company Issuer once every three months. The fees, 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.34.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes, stamp duty 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 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 hereunderunder the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit AgreementAgreement to be at the expense of persons depositing Shares or Owners, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.54.5 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 American Depositary Shares Receipts pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 6.26.2 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 hereofthereof, (7) a fee for the distribution of securities pursuant to Section 4.24.2 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) 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 (9) any other charges 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 Article (8) hereof, may own and deal in any class of securities of the Company Issuer and its affiliates and in American Depositary SharesReceipts.
Appears in 4 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Naspers LTD/Adr), Deposit Agreement (Naspers LTD/Adr)
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 once every three months. 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 Shares or withdrawing Shares Deposited Securities or by any party surrendering American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.34.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes, stamp duty 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 and applicable under the Deposit Agreement 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 hereunderunder the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.54.5 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 American Depositary Shares Receipts pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 6.26.2 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 hereofof the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.24.2 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, Owners and (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 (9) any other charges that may become payable after the date of the Deposit Agreement 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 as a result of a change in the rules and regulations applicable to the Shares or registration, book-entry system or settlement procedures concerning the Shares (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 deducing such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.
Appears in 3 contracts
Samples: Deposit Agreement (Genesys Sa), Deposit Agreement (Genesys Sa), Deposit Agreement (Genesys 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. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.34.03), or by Owners, as whichever applicable: (1) taxes, stamp duty 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 foreign registrar 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 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 American Depositary Shares Receipts pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 2.05 or 6.26.02, (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 Sections 4.1 4.01 through 4.4 4.04 hereof, and (7) a fee for the distribution of securities pursuant to Section 4.24.02, 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; and (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 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 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.
Appears in 3 contracts
Samples: Deposit Agreement (Mitsubishi Ufj Financial Group Inc), Deposit Agreement (Mitsubishi Ufj Financial Group Inc), Deposit Agreement (Mitsubishi Tokyo Financial Group Inc)
Charges of Depositary. The Company agrees to pay the fees, fees and reasonable expenses 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 detailed statements for such charges and expenses to the Company at least once every three months. 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 American Depositary Shares or to whom 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 American Depositary Shares or Deposited Securities or a delivery of American Depositary Shares pursuant to Section 4.34.03), or by Owners, as applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.54.05, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the delivery of American Depositary Shares pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 and the surrender of American Depositary Shares pursuant to Section 2.5 2.05 or 6.26.02, (6) a fee of up to $.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 hereof, (7) a fee for the distribution of securities pursuant to Section 4.24.02, 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 up to $.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) 9 below; and , (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 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 2.09 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.
Appears in 3 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Energy Co of Parana), Deposit Agreement (Energy Co of Parana)
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. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.34.3 of the Deposit Agreement), or by Owners, as applicable: (1) 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 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 hereunderunder the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.54.5 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 American Depositary Shares Receipts pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 6.26.2 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 hereofof the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.24.2 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 a fee of $.02 was charged pursuant to clause (6) above during that calendar year and (9) any other charges 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 hereofof the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.
Appears in 3 contracts
Samples: Deposit Agreement, Deposit Agreement (Baidu.com, Inc.), Deposit Agreement (A-Max Technology 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. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.34.03 of the Deposit Agreement), or by Owners, as applicable: (1) taxes, stamp duty 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 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 hereunderunder the terms of the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 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 American Depositary Shares Receipts pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 of the Deposit Agreement and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 2.05 or 6.26.02 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 Sections 4.01 through 4.04 of the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 hereof, (7) a fee for the distribution of securities pursuant to Section 4.24.02 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 (9) any other charges 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 Article 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.Receipts
Appears in 3 contracts
Samples: Deposit Agreement (Regenera LTD), Deposit Agreement (Multiemedia LTD), Deposit Agreement (Antisense Therapeutics Limited/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. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.34.3 of the Deposit Agreement), or by Owners, as applicable: (1) 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 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 hereunderunder the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.54.5 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 American Depositary Shares Receipts pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 6.26.2 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 hereofof the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.24.2 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 a fee of $.02 was charged pursuant to clause (6) above during that calendar year and (9) any other charges 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 Agreement and Article 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.
Appears in 3 contracts
Samples: Deposit Agreement (Shanda Interactive Entertainment LTD), Deposit Agreement (The9 LTD), Deposit Agreement (Ctrip Com International 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. 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 American Depositary Shares or to whom American 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 American Depositary Shares or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.3), or by Owners, as applicable: (1) 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 Issuer or Foreign Registrar 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.54.6, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the delivery of American Depositary Shares pursuant to Section 2.3, 4.3 4.3, 4.4 or 4.4 4.5 and the surrender of American Depositary Shares pursuant to Section 2.5 or 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 4.5 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2, 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) 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 (9) any other charges 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 4.7 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 hereof, may own and deal in any class of securities of the Company Issuer and its affiliates and in American Depositary SharesReceipts.
Appears in 3 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (The9 LTD), Deposit Agreement (The9 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. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.34.3 of the Deposit Agreement), or by Owners, as applicable: (1) 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 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 hereunderunder the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.54.5 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 American Depositary Shares Receipts pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 6.26.2 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 hereofof the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.24.2 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 (9) any other charges payable by the Depositaryprovided, any of the Depositary's agentshowever, 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 that no fee will be assessed against Owners as under this clause (8) to the extent a fee of the date or dates set by the Depositary in accordance with Section 4.6 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 $.02 was charged pursuant to Section 2.9 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.clause (6) above during that calendar year and
Appears in 3 contracts
Samples: Deposit Agreement, Deposit Agreement, Deposit Agreement
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. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.34.3 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes, stamp duty 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 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 hereunderunder the terms of the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.54.5 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 American Depositary Shares Receipts pursuant to Section Sections 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 6.26.2 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 Sections 4.1 through 4.4 of the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 hereof, (7) a fee $.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 information from the Share Register maintained by the Russian Share Registrar, which shall be payable as provided in clause 10 below, (8) a fee for the distribution of securities pursuant to Section 4.24.2 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, (8) 9) 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; 10 below and (910) any other 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 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 Article 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 American Depositary SharesReceipts.
Appears in 3 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Ao Surgutneftegas /Fi), Deposit Agreement (Ao Surgutneftegas /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. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.34.03), or by Owners, as whichever applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, to be at the expense of persons depositing Shares or Owners, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 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 American Depositary Shares Receipts pursuant to Section 2.3, 4.3 2.03 or 4.4 4.03 and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 6.22.05, (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 except pursuant to Sections 4.1 through 4.4 Section 4.01 hereof, and (7) a fee for the distribution of securities pursuant to Section 4.24.02, 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 by Owners 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 (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 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 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.
Appears in 3 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (China Mobile LTD /Adr/), Deposit Agreement (China Mobile Hong Kong LTD /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 expenses, if any, to the Company once every three months. 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 American Depositary Shares or to whom 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 American Depositary Shares or Deposited Securities or a delivery of American Depositary Shares pursuant to Section 4.3), 4.03) or by Owners, as applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.54.05, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the delivery of American Depositary Shares pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 and the surrender of American Depositary Shares pursuant to Section 2.5 2.05 or 6.26.02, (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 hereof4.04, (7) a fee for the distribution of securities pursuant to Section 4.24.02, 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) 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 (9) any other 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 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 the Company’s statuts and Section 2.9 hereof2.09, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.
Appears in 3 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Thomson), Deposit Agreement (Thomson)
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. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.34.3 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes, stamp duty taxes and other governmental chargescharges (except as provided in Section 5.8 of the Deposit Agreement, (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 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 hereunderunder the terms of the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.54.5 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 American Depositary Shares Receipts pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 6.2, 6.2 of the Deposit Agreement and (6) a fee for, and deduct such fee from, the distribution of $.02 proceeds of sales of securities or less per American Depositary Share (or portion thereof) for any cash distribution made rights pursuant to Sections 4.2 or 4.4 of the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2respectively, 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 6 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 of the Deposit Agreement, respectively, but which securities or rights are instead distributed sold 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 and the last day of each calendar year and which will be payable as provided in clause (9) below; and (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 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 Article 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.
Appears in 3 contracts
Samples: Deposit Agreement (Masisa S.A.), Deposit Agreement (Terranova S A), Deposit Agreement (Masisa 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. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.3), or by OwnersHolders, as applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit 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 American Depositary Shares Receipts pursuant to Section 2.3, 4.3 or 4.4 and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 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 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2, 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 (6) treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) 7) 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) 8) below; and (9) 8) any other charges 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 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 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.
Appears in 3 contracts
Samples: Deposit Agreement (Barclays Bank PLC /Eng/), Deposit Agreement (Barclays PLC), Deposit Agreement (Barclays Bank PLC /Eng/)
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. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.34.3 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes, stamp duty 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 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 hereunderunder the Deposit Agreement, (3) such cable, telex and facsimile transmission and delivery expenses as are expressly provided in this the Deposit AgreementAgreement, (4) such reasonable and customary expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.54.5 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 American Depositary Shares Receipts pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement, and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 6.26.2 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 hereofthereof to the extent permitted by the rules of any securities exchange, including the New York Stock Exchange, on which the American 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 4.24.2 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) 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 (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 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 Article (8) hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.
Appears in 3 contracts
Samples: Deposit Agreement (Syngenta Ag), Deposit Agreement (Syngenta Ag), Deposit Agreement (Syngenta Ag)
Charges of Depositary. The Company agrees to pay the fees, fees and reasonable expenses 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 detailed statements for such charges and expenses to the Company at least once every three months. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.3), 4.03) or by Owners, as applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 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 American Depositary Shares Receipts pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 2.05 or 6.26.02, (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 hereof4.04, (7) a fee for the distribution of securities pursuant to Section 4.24.02, 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; 9 below and (9) any other 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 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 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.
Appears in 2 contracts
Samples: Deposit Agreement (Telemar Participacoes S.A.), Deposit Agreement (Telemar Participacoes S.A.)
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 to the Company once every three months. The charges and expenses of the Custodian are for from the sole account accounts of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering American Depositary Shares or to whom 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 American Depositary Shares or Deposited Securities or a delivery of American Depositary Shares pursuant to Section 4.34.03), or by Owners, as applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.54.05, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the delivery of American Depositary Shares pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 and the surrender of American Depositary Shares pursuant to Section 2.5 2.05 or 6.26.02, (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 4.04 hereof, (7) a fee for the distribution of securities pursuant to Section 4.24.02, 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; 9 below and (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 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 2.09 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.
Appears in 2 contracts
Samples: Deposit Agreement (Xinhua Finance Media LTD), Deposit Agreement (Xinhua Finance Media 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. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.3), or by Owners, as applicable: (1) 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 Issuer or Foreign Registrar 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (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 American Depositary Shares Receipts pursuant to Section 2.3, 4.3 or 4.4 and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 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 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2, 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) 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 (9) any other charges 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 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 hereof, may own and deal in any class of securities of the Company Issuer and its affiliates and in American Depositary SharesReceipts.
Appears in 2 contracts
Samples: Deposit Agreement (Ctrip Com International LTD), Deposit Agreement (The9 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. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.3), or by Owners, as applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit 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 American Depositary Shares Receipts pursuant to Section 2.3, 4.3 or 4.4 and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 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 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2, 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) 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 (9) any other charges 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 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 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.
Appears in 2 contracts
Samples: Deposit Agreement (Commercial International Bank Egypt S a E), Deposit Agreement (Edgars Consolidated Stores 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. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.34.03), or by Owners, as whichever applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Restricted Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.54.05, (5) a fee of $5.00 or less per 100 Restricted American Depositary Shares (or portion thereof) for the execution and delivery of American Depositary Shares Receipts pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 2.05 or 6.26.02, (6) a fee of $.02 or less per Restricted American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Restricted Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 4.04 hereof, (7) a fee for the distribution of securities pursuant to Section 4.24.02, 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) a fee not in excess of $.02 1.50 per certificate for a Receipt or less per American Depositary Share (or portion thereof) Receipts for depositary services, which will accrue on transfers made pursuant to the last day of each calendar year and which will be payable as provided in clause (9) below; and (9) any other charges payable by 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 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)Restricted Deposit Agreement. The Depositary, subject to Section 2.9 2.09 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.
Appears in 2 contracts
Samples: Restricted Deposit Agreement (CBT Group PLC), Restricted Deposit Agreement (CBT 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. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.34.3 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes, stamp duty 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 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 hereunderunder the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.54.5 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 American Depositary Shares Receipts pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement, and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 6.26.2 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 hereofthereof, (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 and (8) a fee for the distribution of securities pursuant to Section 4.24.2 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, (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 (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 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 Article (8) hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Experian Group 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. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.3), or by Owners, as applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (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 American Depositary Shares Receipts pursuant to Section 2.3, 4.3 or 4.4 and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 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 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to in clause (5) 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) if a fee was charged pursuant to clause (6) above during that calendar year and (9) any other charges 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 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 hereof, may own and deal in any class of securities of the Company Issuer and its affiliates and in American Depositary SharesReceipts.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Sega Corporation/Fi)
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. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.34.03), or by Owners, as whichever applicable: (1) taxes, stamp duty 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 and applicable to transfers of Shares to or and from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign 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 American Depositary Shares Receipts pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04, and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 2.05 or 6.26.02, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, Agreement including, but not limited to to, Sections 4.1 4.01 through 4.4 4.04 hereof, except for distributions of cash dividends, (7) a fee for the distribution of securities pursuant to Section 4.24.02, 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 Section 5.09) 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 (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 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 hereof, may own and deal in any class of securities of the Company Issuer and its affiliates and in American Depositary SharesReceipts.
Appears in 2 contracts
Samples: Deposit Agreement (Gerdau S.A.), Deposit Agreement (Gerdau 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. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.3), or by Owners, as applicable: (1) 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 Issuer or Foreign Registrar 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (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 American Depositary Shares Receipts pursuant to Section 2.3, 4.3 or 4.4 and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 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 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2, 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) 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 (9) any other charges 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 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 hereof, may own and deal in any class of securities of the Company Issuer and its affiliates and in American Depositary SharesReceipts.
Appears in 2 contracts
Samples: Deposit Agreement (Ctrip Com International LTD), 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. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.34.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.54.5 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 American Depositary Shares Receipts pursuant to Section 2.3, 4.3 or 4.4 and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 6.26.2 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 hereofof the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.24.2 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 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 (9) any other charges 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 hereofof the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.
Appears in 2 contracts
Samples: Deposit Agreement (Lloyds Banking Group PLC), Deposit Agreement (Lloyds Banking Group PLC)
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 if the Company once every three months. The charges and expenses shall be a depositor or Owner, the Company shall not be liable for the payment of any of the Custodian are for the sole account charges of the DepositaryDepositary set forth in the following paragraph. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering American Depositary Shares or to whom 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 American Depositary Shares or Deposited Securities or a delivery of American Depositary Shares pursuant to Section 4.3), or by Owners, as applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (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 delivery of American Depositary Shares pursuant to Section 2.3, 4.3 or 4.4 and the surrender of American Depositary Shares pursuant to Section 2.5 or 6.2, (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 through 4.4 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2, 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 .05 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) 9 below; , and (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 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. The Depositary, subject to Section 2.9 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (BiondVax Pharmaceuticals Ltd.)
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. The Except as otherwise specifically provided in the following paragraph, the fees, 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 American Depositary Shares or to whom 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 American Depositary Shares or Deposited Securities or a delivery of American Depositary Shares pursuant to Section 4.34.03), or by Owners, as applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.54.05, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the delivery of American Depositary Shares pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 and the surrender of American Depositary Shares pursuant to Section 2.5 2.05 or 6.26.02, (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 4.04 hereof, (7) a fee for the distribution of securities pursuant to Section 4.24.02, 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) 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) 9 below; , and (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 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 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 hereof2.09 hereof and applicable laws , rules and regulations, may own and deal in any class of securities of the Company and its affiliates and in American 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. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.34.3 of the Deposit Agreement), or by OwnersHolders, as applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.54.5 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 American Depositary Shares Receipts pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 6.26.2 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 hereofthereof, (7) a fee for the distribution of securities pursuant to Section 4.24.2 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 OwnersHolder, (8) a fee of $.02 or less per American Depositary Share (or portion thereof) for 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 (9) any other charges 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 Article (8) hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.
Appears in 2 contracts
Samples: Deposit Agreement (Quilmes Industrial Quinsa Societe Anonyme), Deposit Agreement (Quilmes Industrial Quinsa Societe Anonyme)
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. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.3), or by OwnersHolders, as applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (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 American Depositary Shares Receipts pursuant to Section 2.3, 4.3 or 4.4 and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 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 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2, 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 (6) treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) 7) 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) 8) below; and (9) 8) any other charges 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 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 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.
Appears in 2 contracts
Samples: Deposit Agreement (Barclays Bank PLC /Eng/), Deposit Agreement (Barclays Bank PLC /Eng/)
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. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.34.3 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.54.5 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 American Depositary Shares Receipts pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 6.26.2 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 hereofof the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.24.2 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 0.02 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 (9) any other charges 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 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 Article (8) hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (MTN Group LTD/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. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.34.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.54.5 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 American Depositary Shares Receipts pursuant to Section 2.3, 4.3 or 4.4 and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 6.26.2 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 hereofof the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.24.2 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 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 (9) any other charges 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 hereofof the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.
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 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. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.34.03), or by Owners, as applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 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 American Depositary Shares Receipts pursuant to Section 2.3Sections 2.03, 4.3 4.03 or 4.4 4.04 and the surrender of Receipts pursuant to Section 2.05 or 6.02, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares pursuant to Section 2.5 or 6.2, (6are 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 4.04 hereof, (7) a fee for the distribution of securities pursuant to Section 4.24.02, 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, (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 (9) any other charges charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of this 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 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 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.
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 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. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.3), or by Owners, as applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (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 American Depositary Shares Receipts pursuant to Section 2.3, 4.3 or 4.4 and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 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 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2, 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) a fee of $.02 or less per American Depositary Share (or portion thereof) for 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 (9) any other charges 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 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 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.
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. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.34.3 of the Deposit Agreement), or by Owners, as applicable: (1) 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 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 hereunderunder the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.54.5 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 American Depositary Shares Receipts pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 6.26.2 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 hereofof the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.24.2 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 a fee of $.02 was charged pursuant to clause (6) above during that calendar year and (9) any other charges 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 hereofof the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts. 8.
Appears in 2 contracts
Samples: Deposit Agreement (Baidu, Inc.), Deposit Agreement (Baidu, Inc.)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket or charges of the Depositary and those of any Registrar the Registrar, if any, only in accordance with written agreements in writing to be entered into between the Company and the Depositary; provided, however, the Company shall not be liable for (1) the fees of the Depositary for the delivery of American Depositary Shares pursuant to Section 2.03, 4.03 or 4.04 or the surrender of American Depositary Shares pursuant to Section 2.05 or 6.02 and the making of distributions of proceeds pursuant to Section 4.04, (2) taxes and other governmental charges, (3) 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 an appointed agent of the Company for transfer and registration of Shares) and accordingly applicable to transfers of Shares to the name of the Depositary or its nominee or a 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 Holders of American Depositary Shares and (5) such reasonable 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 Company after consultation and execution of a written agreement between the Depositary and the Company 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 Company and the Depositary. The Unless otherwise agreed, the Depositary shall present its statement for such expenses and fees or charges and expenses to the Company once every three months. 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 American Depositary Shares or to whom American Depositary Shares are issued in respect of a deposit of Shares (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company pursuant to Section 4.03 hereof or an exchange pursuant to the exercise of stock regarding the rights pursuant to Section 4.04 hereof) or by any party surrendering American Depositary Shares or for the purpose of withdrawal of Deposited Securities or a delivery of American Depositary Shares pursuant to Section 4.3)Securities, or by Owners, as whichever applicable: (1) taxes, stamp duty 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 an appointed agent of the Company for transfer and registration of Shares) 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 hereunder, (3) such cable, telex and facsimile transmission and delivery expenses as are expressly provided for in this Deposit AgreementAgreement to be at the expense of persons depositing Shares or Holders of American Depositary Shares, (4) such reasonable expenses as are incurred by the Depositary or the Custodian in the conversion of foreign currency pursuant to Section 4.54.05, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the delivery of American Depositary Shares in respect of deposits of Shares pursuant to Section 2.3Sections 2.03, 4.3 4.03 or 4.4 4.04, and the surrender of American Depositary Shares for the purpose of withdrawal pursuant to Section 2.5 2.05 or 6.26.02, (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 hereof, (7) a fee for the distribution of securities proceeds pursuant to Section 4.24.04, such fee fee, which may be deducted from such proceeds, 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 holders 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, (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 (9) any other charges payable sold by the Depositary, and the net proceeds distributed and (7) any of costs incurred by the Depositary's agentsDepositary with the Custodian or another third party, including the Custodian, or the agents of the Depositary's agents in connection with the servicing recovering excess tax initially withheld or deducted with respect to any cash distributions in respect of Shares or other Deposited Securities or obtaining a reduced withholding tax rate in respect of those distributions (which charge costs shall be assessed against Owners Holders as of the date or dates set by the Depositary in accordance with Section 4.6 4.06 and shall be payable collected at the sole discretion of the Depositary by billing such Owners Holders for such charge costs or by deducting such charge costs from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.
Appears in 2 contracts
Samples: Deposit Agreement (Alcatel Lucent), Deposit Agreement (Alcatel)
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. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.34.3 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes, stamp duty 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 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 hereunderunder the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.54.5 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 American Depositary Shares Receipts pursuant to Section Sections 2.3, 4.3 or 4.4 of the Deposit Agreement, and the surrender of American Depositary Shares Receipts pursuant to Section Sections 2.5 or 6.26.2 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 hereofthereof, (7) a fee for the distribution of securities pursuant to Section 4.24.2 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, Owners and (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 (9) any other charges charge payable by any of the Depositary, any of the Depositary's Depositary'=s agents, including including, without limitation, the Custodiancustodian, or the agents of the Depositary's Depositary'=s agents in connection with the servicing of the Shares or other Deposited Securities (which charge shall be assessed against Owners as of the record date or dates set by the Depositary in accordance with Section 4.6 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 Article (8) hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.
Appears in 2 contracts
Samples: Deposit Agreement (United Utilities PLC), Deposit Agreement (United Utilities PLC)
Charges of Depositary. The Company agrees has agreed 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 at least once every three months. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.34.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes, stamp duty 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 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 hereunderunder the terms of the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.54.5 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 American Depositary Shares Receipts pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 6.26.2 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 hereofof the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.24.2 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 a fee of $.02 was charged pursuant to clause (6) above during that calendar year, and (9) any other charges 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 Article 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.
Appears in 2 contracts
Samples: Deposit Agreement (XTL Biopharmaceuticals LTD), Deposit Agreement (XTL Biopharmaceuticals LTD)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket or charges of the Depositary and those of any Registrar the Registrar, if any, only in accordance with written agreements in writing to be entered into between the Company and the Depositary; provided, however, the Company shall not be liable for (1) the fees of the Depositary for the delivery of American Depositary Shares pursuant to Section 2.03, 4.03 or 4.04 or the surrender of American Depositary Shares pursuant to Section 2.05 or 6.02 and the making of distributions of cash proceeds pursuant to Section 4.04, (2) taxes and other governmental charges, (3) 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 an appointed agent of the Company for transfer and registration of Shares) and accordingly applicable to transfers of Shares to the name of the Depositary or its nominee or a 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 Holders of American Depositary Shares and (5) such reasonable 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 Company after consultation and execution of a written agreement between the Depositary and the Company 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 Company and the Depositary. The Unless otherwise agreed, the Depositary shall present its statement for such expenses and fees or charges and expenses to the Company once every three months. 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 American Depositary Shares or to whom American Depositary Shares are issued in respect of a deposit of Shares (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company pursuant to Section 4.03 hereof or an exchange pursuant to the exercise of stock regarding the rights pursuant to Section 4.04 hereof) or by any party surrendering American Depositary Shares or for the purpose of withdrawal of Deposited Securities or a delivery of American Depositary Shares pursuant to Section 4.3)Securities, or whicheveror by OwnersHolders, as applicable: (1) taxes, stamp duty 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 an appointed agent of the Company for transfer and registration of Shares) 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 hereunder, (3) such cable, telex and facsimile transmission and delivery expenses as are expressly provided for in this Deposit AgreementAgreement to be at the expense of persons depositing Shares or Holders of American Depositary Shares, (4) such reasonable expenses as are incurred by the Depositary or the Custodian in the conversion of foreign currency pursuant to Section 4.54.05, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the delivery of American Depositary Shares in respect of deposits of Shares pursuant to Section 2.3Sections 2.03, 4.3 4.03 or 4.4 4.04, and the surrender of American Depositary Shares for the purpose of withdrawal pursuant to Section 2.5 2.05 or 6.26.02, (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 hereof, (7) a fee for the distribution of securities cash proceeds pursuant to Section 4.24.04, such fee fee, which may be deducted from such proceeds, 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 holders 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 sold by the Depositary, and the net proceeds distributed and, (7) any costs incurred by the Depositary with the Custodian or another third party, in connection with recovering excess tax initially withheld or deducted with respect to Owners, any cash distributions in respect of Deposited Securities or obtaining a reduced withholding tax rate in respect of those distributions (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 costsshall be payable as provided in clause (98 below) below; and (9) any other charges payable by the Depositary, any 8) a fee 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 up to $.02 per American Depositary Share per annum for depositary services (which charge shall be assessed against Owners Holders as of the date or dates set by the Depositary in accordance with Section 4.6 4.06 and shall be payable collected at the sole discretion of the Depositary by billing such Owners Holders for such charge costscharge or by deducting such charge costscharge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 hereof, may own and deal in any class of securities of the Company and its affiliates and in American 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 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 to Except as specifically provided in the Company once every three months. The following paragraph, 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 by, and the liability of, any party depositing or withdrawing Shares or by any party surrendering American Depositary Shares or to whom 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 American Depositary Shares or Deposited Securities or a delivery of American Depositary Shares pursuant to Section 4.34.03), or by Owners, as applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.54.05, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the delivery of American Depositary Shares pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 and the surrender of American Depositary Shares pursuant to Section 2.5 2.05 or 6.26.02, (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 4.04 hereof, (7) a fee for the distribution of securities pursuant to Section 4.24.02, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which that 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 .05 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) 9 below; , and (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 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 2.09 hereof, may own and deal in any class of securities of the Company and its affiliates and in American 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 detailed statements for such charges and expenses to the Company once every three (3) months. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.34.03), or by Owners, as whichever applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 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 American Depositary Shares Receipts pursuant to Section 2.3Sections 2.03, 4.3 4.03 or 4.4 4.04, and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 Sections 2.05 or 6.26.02, (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 hereof, (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 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 4.24.02, 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, (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; Owners and (9) any other charges payable by a fee not in excess $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 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)Deposit Agreement. The Depositary, subject to Section 2.9 2.09 hereof, may own and deal deal, in accordance with applicable law, in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.
Appears in 1 contract
Samples: Deposit Agreement (Open Joint Stock Co Nizhegorodsvyazinform/Adr)
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. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.34.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes, stamp duty 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 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 hereunderunder the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit AgreementAgreement, (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 American Depositary Shares Receipts pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 6.26.2 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 hereofof 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 4.24.2 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) 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 (9) any other charges 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 hereofof the Deposit Agreement, may own and deal in any class of securities of the Company Issuer and its affiliates and in American Depositary SharesReceipts.
Appears in 1 contract
Samples: Deposit Agreement (CPFL Energy INC)
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 once every three months. 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 Shares or withdrawing Shares Deposited Securities or by any party surrendering American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.34.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes, stamp duty 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 and applicable under the Deposit Agreement 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 hereunderunder the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.54.5 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 American Depositary Shares Receipts pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 6.26.2 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 hereofof the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.24.2 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, Owners and (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 (9) any other charges that may become payable after the date of the Deposit Agreement 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 as a result of a change in the rules and regulations applicable to the Shares or registration, book-entry system or settlement procedures concerning the Shares (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 deducing such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.
Appears in 1 contract
Samples: Deposit Agreement (Genesys Sa)
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. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.34.03 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxesa 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, stamp duty 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 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 hereunder, (34) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit AgreementAgreement, (45) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5, (5) a fee 4.05 of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the delivery of American Depositary Shares pursuant to Section 2.3, 4.3 or 4.4 and the surrender of American Depositary Shares pursuant to Section 2.5 or 6.2Deposit 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 hereof4.04 thereof, (7) a fee for the distribution of securities pursuant to Section 4.2, 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) 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) 8 below; , and (9) 8) any other 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 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 Article 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in American 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 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 Registrar, except in accordance with any express agreements set forth in writing and entered into between the Depositary and the Company from time to time. The Unless otherwise agreed, the Depositary shall present its statement statement, if any, for such fees, charges and expenses to the Company once every three months. The fees, 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 American Depositary Shares Receipts or to whom American Depositary Shares Receipts are issued or by the Holder (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.34.5), or by Owners, as whichever applicable: (1) taxes, stamp duty taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers or exchanges of Shares generally on the Share register of the Company or Foreign Registrar 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 hereunder, (3) such air courier, cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (4) such external out-of-pocket expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.54.8, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of American Depositary Shares Receipts pursuant to Section 2.32.4, 4.3 4.5 or 4.4 4.6, and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 2.6 or 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 4.3 through 4.4 4.6 hereof, and (7) a fee for the distribution of securities pursuant to Section 4.24.4, 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; and (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 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 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesHolders.
Appears in 1 contract
Samples: Deposit Agreement (Rwe Ag /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. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.3), or by Owners, as applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (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 American Depositary Shares Receipts pursuant to Section 2.3, 4.3 or 4.4 and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 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 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2, 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) 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 (9) any other charges 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 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 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.
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 once every three months. 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 American Depositary Shares or to whom 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 American Depositary Shares or Deposited Securities or a delivery of American Depositary Shares pursuant to Section 4.3), or by Owners, as applicable: (1) 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (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 delivery of American Depositary Shares pursuant to Section 2.3, 4.3 or 4.4 and the surrender of American Depositary Shares pursuant to Section 2.5 or 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 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2, 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) 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 below and (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 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 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.
Appears in 1 contract
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. The fees, 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.34.03 hereof), or by Owners, as whichever applicable: (1) taxesa 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, stamp duty 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 generally on the Share register of the Company or Foreign Share Registrar 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 hereunder, (34) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (45) such reasonable out-of-pocket expenses as are incurred by the Depositary in the conversion of foreign currency Foreign Currency pursuant to Section 4.54.05, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the delivery of American Depositary Shares pursuant to Section 2.3, 4.3 or 4.4 and the surrender of American Depositary Shares pursuant to Section 2.5 or 6.2, (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 4.04 hereof, (7) a fee except for the distribution distributions of securities pursuant to Section 4.2, 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) 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 (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 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)dividends. The Depositary, subject to Section 2.9 hereof2.09 hereof and applicable laws, rules and regulations, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.
Appears in 1 contract
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. 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 American Depositary Shares or to whom 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 American Depositary Shares or Deposited Securities or a delivery of American Depositary Shares pursuant to Section 4.3), or by Owners, as applicable: (1) 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit 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 delivery of American Depositary Shares pursuant to Section 2.3, 4.3 or 4.4 and the surrender of American Depositary Shares pursuant to Section 2.5 or 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 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2, 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) 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 below and (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 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 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.
Appears in 1 contract
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. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.34.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit AgreementAgreement, (4) such reasonable expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.54.5 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 American Depositary Shares Receipts pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 6.26.2 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 hereofthereof, (7) a fee for the distribution of securities pursuant to Section 4.24.2 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) 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 (9) any other charges 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 Article (8) hereof, may own and deal in any class of securities of the Company Issuer and its affiliates and in American Depositary SharesReceipts.
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 once every three months. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.34.03), or by Owners, as whichever is applicable: (1) taxes (including, without limitation, any amounts in respect of any applicable stamp 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 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 American Depositary Shares Receipts pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 2.05 or 6.26.02, (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 4.04 hereof, (7) a fee for the distribution of securities pursuant to Section 4.24.02, 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) a fee not in excess of $.02 1.50 per certificate for a Receipt or less per American Depositary Share (or portion thereof) Receipts for depositary services, which will accrue on transfers made pursuant to the last day of each calendar year and which will be payable as provided in clause (9) below; and (9) any other charges payable by 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 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)Deposit Agreement. The Depositary, subject to Section 2.9 2.09 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.
Appears in 1 contract
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. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.3), 4.03) or by Owners, as applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 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 pursuant to Section 2.03, 4.03 or 4.04 and the surrender of Receipts pursuant to Section 2.05 and any redemption of American Depositary Shares pursuant to under Section 2.3, 4.3 or 4.4 and the surrender of American Depositary Shares pursuant to Section 2.5 or 6.24.08, (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 hereof4.04, (7) a fee for the distribution of securities pursuant to Section 4.24.02, 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 above, 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; 9 below and (9) any other 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 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 hereof2.09, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.
Appears in 1 contract
Samples: Deposit Agreement (Inversiones Aguas Metropolitanas S.A.)
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 once every three months. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.34.03 hereof), or by Owners, as whichever applicable: (1) taxesa 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, stamp duty 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 generally on the Share register of the Company Issuer or Foreign Registrar 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 hereunder, (34) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (45) 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 delivery of American Depositary Shares pursuant to Section 2.3, 4.3 or 4.4 and the surrender of American Depositary Shares pursuant to Section 2.5 or 6.24.05, (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 4.04 hereof, (7) a fee for the distribution of securities pursuant to Section 4.24.02, 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) 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) 9 below; , and (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 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 may collect any of its fees by deduction from any cash distribution payable to Owners that are obligated to pay those fees. For the avoidance of doubt, the Issuer shall have no obligation to pay any of the fees, taxes, charges or expenses referred to in the preceding paragraph, except for the cases where the Issuer is the Owner. The Depositary, subject to Section 2.9 2.09 hereof, may own and deal in any class of securities of the Company Issuer and its affiliates and in American Depositary SharesReceipts.
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. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.34.03), or by Owners, as applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 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 American Depositary Shares Receipts pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 2.05 or 6.26.02, (6) 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 hereof, (7) a fee for the distribution of securities pursuant to Section 4.24.02, 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) to the extent a fee of $.02 was charged pursuant to clause (6) above during that calendar year and (9) any other charges 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 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 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.
Appears in 1 contract
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. 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 American Depositary Shares or to whom 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 American Depositary Shares or Deposited Securities or a delivery of American Depositary Shares pursuant to Section 4.3Section 4.03), or by Owners, as applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex cable (including SWIFT) and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5Section 4.05, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the delivery of American Depositary Shares pursuant to Section 2.3Section 2.03, 4.3 4.03 or 4.4 4.04 and the surrender of American Depositary Shares pursuant to Section 2.5 Section 2.05 or 6.26.02, (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 4.04 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2Section 4.02, 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, (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(9) below; and , (9) any other 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 Section 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 Section 2.09 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.
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. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.3), or by Owners, as applicable: (1) 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 Issuer or Foreign Registrar 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (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 American Depositary Shares Receipts pursuant to Section 2.3, 4.3 or 4.4 and the surrender of American Depositary Shares pursuant to Section 2.5 or 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 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2, 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) 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 (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 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 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.or
Appears in 1 contract
Samples: Deposit Agreement (Shanda Interactive Entertainment 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. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.34.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.54.5 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 American Depositary Shares Receipts pursuant to Section 2.3, 4.3 or 4.4 and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 6.26.2 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 hereofof the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.24.2 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 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 (9) any other charges 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 hereof, Depositary may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.
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. 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, shall be incurred by any party depositing or withdrawing Shares or by any party surrendering American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.3), or by Owners, as whichever applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission and delivery expenses as are expressly provided in this Deposit AgreementAgreement, (4) such reasonable and customary 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 American Depositary Shares Receipts pursuant to Section 2.3, 4.3 or 4.4 4.4, and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 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, Agreement including, but not limited to to, Sections 4.1 through 4.4 hereofhereof (to the extent permitted by the rules of any securities exchange, including the New York Stock Exchange, on which the American 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, 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; and (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 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 hereof, may own and deal in any class of securities of the Company Issuer and its affiliates and in American Depositary SharesReceipts.
Appears in 1 contract
Samples: Deposit Agreement (Syngenta 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 once every three months. 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 American Depositary Shares or to whom 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 American Depositary Shares or Deposited Securities or a delivery of American Depositary Shares pursuant to Section 4.34.03), or by Owners, as applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.54.05, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the delivery of American Depositary Shares pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 and the surrender of American Depositary Shares pursuant to Section 2.5 2.05 or 6.26.02, (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 4.04 hereof, (7) a fee for the distribution of securities pursuant to Section 4.24.02, 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) 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) 9 below; , and (9) any other 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 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 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.
Appears in 1 contract
Samples: Deposit Agreement (Agria 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. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.3), ) or by Owners, as applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (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 American Depositary Shares Receipts pursuant to Section 2.3, 4.3 or 4.4 and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 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 hereof4.4, (7) a fee for the distribution of securities pursuant to Section 4.2, 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) 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) 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 (9) any other charges that may, as a result of a change in law, regulation or market practice (including the rules of any securities depository) after the date of this 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 (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 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 hereof2.9, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.
Appears in 1 contract
Samples: Deposit Agreement (Electric Interconnection Sa Esp)
Charges of Depositary. The Company agrees to pay the fees, reasonable fees and 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 Except as specifically provided in the Company once every three months. The following paragraph, 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 by, and the liability of, any party depositing or withdrawing Shares or by any party surrendering American Depositary Shares or to whom 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 American Depositary Shares or Deposited Securities or a delivery of American Depositary Shares pursuant to Section 4.34.03), or by Owners, as applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex cable and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.54.05, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the delivery of American Depositary Shares pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 and the surrender of American Depositary Shares pursuant to Section 2.5 2.05 or 6.26.02, (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 4.04 hereof, (7) a fee for the distribution of securities pursuant to Section 4.24.02, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which that 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; 9 below and (9) any other 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 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 hereof, may own and deal in any class of securities of the Company and its affiliates and in American 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 once every three months. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.34.3 of the Deposit Agreement), or by OwnersHolders, as applicable: (1) taxes, stamp duty 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 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 hereunderunder the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit AgreementAgreement, (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 American Depositary Shares Receipts pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 6.26.2 of the Deposit Agreement, (6) a fee of $.02 U.S.$0.02 or less per American Depositary Share (or portion thereof) for on any cash dividend and cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 hereofAgreement and which will be payable in the manner described in clause (9) below, (7) a fee for the distribution of securities pursuant to Section 4.2, 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 $0.02 per ADS in a calendar year under (6) above, 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 the manner described in clause (9) below; and (9) any other charges 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 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 hereofof the Deposit Agreement, may own and deal in any class of securities of the Company Issuer and its affiliates and in American Depositary SharesReceipts.
Appears in 1 contract
Samples: Deposit Agreement (Barclays PLC)
Charges of Depositary. The Company agrees to pay the fees, reasonable and 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 for such charges and expenses to the Company once every three months. 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 American Depositary Shares or to whom 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 American Depositary Shares or Deposited Securities or a delivery of American Depositary Shares pursuant to Section 4.3), 4.03) or by Owners, as applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.54.05, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the delivery of American Depositary Shares pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 and the surrender of American Depositary Shares pursuant to Section 2.5 2.05 or 6.26.02, (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 this Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 hereof4.04, it being understood for the avoidance of doubt, that such fee will not apply (i) to any cash dividend or other cash distribution made pursuant to Section 4.01 or, (ii) to any non-cash distribution of Shares or Rights pursuant to Sections 4.02 through 4.04, (7) a fee for the distribution of securities pursuant to Section 4.24.02, 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) 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 (9) any other 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 maintenance and administration 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 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 hereof2.09, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
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 Rio Tinto Shares, issuances contemplated by Article IV 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 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 by it prior to such charges and expenses deposit to the Company once every three months. 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 Rio Tinto Shares or by any party surrendering American Depositary Shares or and/or to whom 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 American Depositary Shares or the Deposited Securities or a delivery distribution of American Depositary Shares pursuant to Section 4.3Article IV of the Deposit Agreement), or by Owners, as applicable: whichever is applicable (1) 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (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 delivery of American Depositary Shares pursuant to Section 2.3, 4.3 or 4.4 and the surrender of American Depositary Shares pursuant to Section 2.5 or 6.2, (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 this Deposit Agreement, (ii) a fee of U.S.$1.50 per Receipt or Receipts for transfers made under the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 hereof, (7iii) a fee for the distribution or sale of securities pursuant to Section 4.2securities, 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 hereof treating all such securities as if they were Rio Tinto Shares) but which securities or the net cash proceeds from the sale thereof are instead distributed by the Depositary to OwnersOwners entitled thereto, (8) a iv) an aggregate fee of $.02 U.S.$0.02 or less per American Depositary Share per calendar year (or portion thereof) for depositary services, services performed by the Depositary in administering the Receipt program (which will accrue fee may be charged on the last day of a periodic basis during each calendar year and which will be payable as provided in clause (9) below; and (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 record date or record dates set by the Depositary in accordance with Section 4.6 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 Rio Tinto 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 Depositary, subject Company will pay all other charges and expenses of the Depositary and any agent of the Depositary (except the Custodian) pursuant to Section 2.9 hereof, may own and deal in any class of securities of agreements from time to time between the Company and the Depositary, except (i) stock transfer or other taxes and other governmental charges (which are payable by Owners or persons depositing Rio Tinto Shares), (ii) cable, telex and facsimile transmission and delivery charges incurred at the request of persons depositing, or Owners delivering Rio Tinto Shares, American Depositary Receipts or Deposited Securities (which are payable by such persons or Owners), (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 Rio Tinto Shares or Owners withdrawing Deposited Securities; there are no such fees in respect of the Rio Tinto Shares as of the date of the Deposit Agreement), and (iv) amounts described or contemplated under the next four paragraphs of this Article 8 (which are paid out of such foreign currency). For further details see hxxxx://xxx.xxx.xxx. Additionally, 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, the Bank nor any of their affiliates is under any obligation to 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, Owners 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, Owners and beneficial owners of American Depositary Shares 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 the Deposit Agreement.. 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 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.
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 once every three months. 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 American Depositary Shares or to whom American 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 American Depositary Shares or Deposited Securities or a delivery of American Depositary Shares pursuant to Section 4.34.03), or by Owners, as whichever applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (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 delivery of American Depositary Shares pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04, and the surrender of American Depositary Shares pursuant to Section 2.5 2.05 or 6.26.02, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, Agreement including, but not limited to to, Sections 4.1 4.01 through 4.4 4.04 hereof, except for distributions of cash dividends, (7) a fee for the distribution of securities pursuant to Section 4.24.02, 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, (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) 9 below; , and (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 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 2.09 hereof, may own and deal in any class of securities of the Company Issuer and its affiliates and in American Depositary SharesReceipts.
Appears in 1 contract
Samples: Deposit Agreement (Perdigao Sa)
Charges of Depositary. The Company agrees to pay the fees, fees and reasonable expenses 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 to the Company once every three months. 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 American Depositary Shares or to whom 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 American Depositary Shares or Deposited Securities or a delivery of American Depositary Shares pursuant to Section 4.34.03), or by Owners, as applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.54.05, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the delivery of American Depositary Shares pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 and the surrender of American Depositary Shares pursuant to Section 2.5 2.05 or 6.26.02, (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 4.04 hereof, (7) a fee for the distribution of securities pursuant to Section 4.24.02, 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) 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) 9 below; and , (9) any other 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 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 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.
Appears in 1 contract
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. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.3), or by Owners, as applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (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 American Depositary Shares Receipts pursuant to Section 2.3, 4.3 or 4.4 and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 6.2, (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 through 4.4 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2, 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) a fee of $.02 0.02 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 $0.02 was charged pursuant to clause (6) above during that calendar year and (9) any other charges 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 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 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.
Appears in 1 contract
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. 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 American Depositary Shares or to whom American 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 American Depositary Shares or Deposited Securities or a delivery of American Depositary Shares pursuant to Section 4.3), or by Owners, as applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.54.6, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the delivery of American Depositary Shares pursuant to Section 2.3, 4.3 4.3, 4.4 or 4.4 4.5 and the surrender of American Depositary Shares pursuant to Section 2.5 or 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 4.5 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2, 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 accrue on the last day of each calendar year and which will be payable as provided in clause (9) 9 below; and , (9) any other 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 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 hereof, may own and deal in any class of securities of the Company Issuer and its affiliates and in American Depositary SharesReceipts.
Appears in 1 contract
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. 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 American Depositary Shares or to whom 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 American Depositary Shares or Deposited Securities or a delivery of American Depositary Shares pursuant to Section 4.34.03 of the Deposit Agreement), or by Owners, as applicable: (1) taxes, stamp duty 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 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 hereunderthereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.54.05 of that Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the delivery of American Depositary Shares pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 of that Agreement and the surrender of American Depositary Shares pursuant to Section 2.5 2.05 or 6.26.02 of that Agreement, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit that Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 hereof4.04 thereof, (7) a fee for the distribution of securities pursuant to Section 4.24.02, 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) 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 (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 4.06 of that 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 Article 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.
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 Provided specific agreements with respect to the Company's obligation to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary have been entered into, the Depositary shall present its statement for such charges and expenses to the Company in writing once every three months. 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 American Depositary Shares or to whom 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 American Depositary Shares or Deposited Securities or a delivery of American Depositary Shares pursuant to Section 4.3), or by Owners, as applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (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 delivery of American Depositary Shares pursuant to Section 2.32.4, 4.3 or 4.4 and the surrender of American Depositary Shares pursuant to Section 2.5 2.6 or 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 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2, 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 accrue on the last day of each calendar year and which will be payable as provided in clause (9) 9 below; and , (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 4.7 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 5.9 hereof, may own and deal in any class of securities of the Company and its affiliates and in American 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 Except as provided in clause (9) of the Company once every three months. The 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 (except as contemplated herein) withdrawing Shares or by any party surrendering American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.3), 4.03) or by Owners, as applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 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 American Depositary Shares Receipts pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 and (except as otherwise agreed between the Company and the Depositary) the surrender of American Depositary Shares Receipts pursuant to Section 2.5 2.05 or 6.26.02, (6) a fee of $.02 0.02 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 hereof4.04, (7) a fee for the distribution of securities pursuant to Section 4.24.02, 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 0.02 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) 9 below; , and (9) any other 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 (and not against the Company at any time) 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 hereof2.09, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.
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 once every three months. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.3), or by Owners, as applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (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 American Depositary Shares Receipts pursuant to Section 2.3, 4.3 or 4.4 and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 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 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2, 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) 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 (9) any other charges 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 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 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.
Appears in 1 contract
Samples: Deposit Agreement (Sopheon 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. 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 American Depositary Shares or to whom 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 American Depositary Shares or Deposited Securities or a delivery of American Depositary Shares pursuant to Section 4.3), or by Owners, as applicable: (1) 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (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 delivery of American Depositary Shares pursuant to Section 2.3, 4.3 or 4.4 and the surrender of American Depositary Shares pursuant to Section 2.5 or 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 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2, 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) 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 below and (9) any other 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 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 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.
Appears in 1 contract
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 to Except as specifically provided in the Company once every three months. The following paragraph, 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 and the liability of any party depositing or withdrawing Shares or by any party surrendering American Depositary Shares or to whom 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 American Depositary Shares or Deposited Securities or a delivery of American Depositary Shares pursuant to Section 4.3), or by Owners, as applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (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 delivery of American Depositary Shares pursuant to Section 2.3, 4.3 or 4.4 and the surrender of American Depositary Shares pursuant to Section 2.5 or 6.2, (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 through 4.4 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2, 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 .05 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) 9 below; , and (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 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 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.
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. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.34.3 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes, stamp duty 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 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 hereunderunder the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.54.5 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 American Depositary Shares Receipts pursuant to Section 2.3, 4.3 or 4.4 4.4, and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 6.26.2 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 hereof, thereof and (7) a fee for the distribution of securities pursuant to Section 4.24.2 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) 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 (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 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 hereofArticle (8) hereof and applicable law, may own and deal in any class of securities of the Company Issuer and its affiliates and in American Depositary SharesReceipts.
Appears in 1 contract
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. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.3), 4.03) or by Owners, as applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 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 pursuant to Section 2.03, 4.03 or 4.04 and the surrender of Receipts or cancellation of American Depositary Shares pursuant to Section 2.32.05, 4.3 6.02 or 4.4 and the surrender of American Depositary Shares pursuant to Section 2.5 or 6.24.08, (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 hereof, (7) a fee for the distribution of securities pursuant to Section 4.24.02, 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; and (9) any other 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 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), and (9) an annual fee of $0.05 or less per American Depositary Share for the operation and maintenance costs in administering the American Depositary Share program. The Depositary, subject to Section 2.9 2.05 and 2.09 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.
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 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. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.34.03), or by Owners, as whichever applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 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 American Depositary Shares Receipts pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 2.05 or 6.26.02, (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 4.04 hereof, (7) a fee for the distribution of securities or rights pursuant to Section 4.24.02 or 4.04, respectively, 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) 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 (9) any other charges 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 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 2.09 hereof, may own and deal deal, in accordance with applicable law, in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.
Appears in 1 contract
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. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.34.03), or by Owners, as applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 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 American Depositary Shares Receipts pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 2.05 or 6.26.02, (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 4.04 hereof, (7) a fee for the distribution of securities pursuant to Section 4.24.02, 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; below and (9) any other charges 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 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 hereof, may own and deal in any class of securities of the Company Issuer and its affiliates and in American Depositary SharesReceipts.
Appears in 1 contract
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 detailed statement for such charges and expenses to the Company once every three monthsmonths or earlier if agreed by the parties. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.34.03), or by Owners, as applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such reasonable expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 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 American Depositary Shares Receipts pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 2.05 or 6.26.02, (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 4.04 hereof, (7) a fee for the distribution of securities pursuant to Section 4.24.02, 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) 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 (9) any other charges 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 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 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.
Appears in 1 contract
Samples: Deposit Agreement (Arcelor)
Charges of Depositary. The Company agrees to pay the fees, reasonable reasonably 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. 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 American Depositary Shares or to whom 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 American Depositary Shares or Deposited Securities or a delivery of American Depositary Shares pursuant to Section 4.34.03), or by Owners, as applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.54.05, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the delivery of American Depositary Shares pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 and the surrender of American Depositary Shares pursuant to Section 2.5 2.05 or 6.26.02, (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 through 4.4 hereof4.01 xxxxxxx 0.00 xxxxxx, (70) a fee for the distribution of securities pursuant to Section 4.24.02, 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) 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) 9 below; , and (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 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 2.09 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.
Appears in 1 contract
Samples: Deposit Agreement (Agria Corp)
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. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distributiondelivery of American Depositary Shares Receipts pursuant to Section 4.3), or by Owners, as whichever applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (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 American Depositary Shares Receipts pursuant to Section 2.3, 4.3 or 4.4 4.4, and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 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 hereof, and (7) a fee for the distribution of securities proceeds of the sale of rights pursuant to Section 4.24.4, 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 by the Depositary and the proceeds of such sale 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) 9 below; and , (9) any other 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 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 hereof, may own and deal in any class of securities of the Company Issuer and its affiliates and in American Depositary SharesReceipts.
Appears in 1 contract
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. 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 American Depositary Shares or to whom American 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 American Depositary Shares or Deposited Securities or a delivery of American Depositary Shares pursuant to Section 4.3), or by Owners, as applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.54.6, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the delivery of American Depositary Shares pursuant to Section 2.3, 4.3 4.3, 4.4 or 4.4 4.5 and the surrender of American Depositary Shares pursuant to Section 2.5 or 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 4.5 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2, 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 accrue on the last day of each calendar year and which will be payable as provided in clause (9) 9 below; and , (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 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 hereof, may own and deal in any class of securities of the Company Issuer and its affiliates and in American Depositary SharesReceipts.
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. 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 American Depositary Shares or to whom 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 American Depositary Shares or Deposited Securities or a delivery distribution of American Depositary Shares pursuant to Section 4.34.03), or by Owners, as whichever applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.54.05, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the delivery of American Depositary Shares pursuant to Section 2.3, 4.3 2.03 or 4.4 4.03 and the surrender of American Depositary Shares pursuant to Section 2.5 or 6.2, 2.05 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 hereof, 4.04 hereof and (7) a fee for for, and deduct such fee from, the distribution of proceeds of sales of securities or rights pursuant to Section 4.24.02 or 4.04, respectively, 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, respectively, but which securities or rights are instead distributed sold 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 and the last day of each calendar year and which will be payable as provided in clause (9) below; and (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 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 2.09 hereof, may own and deal in any class of securities of the Company and its affiliates and in American 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 once every three months. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.34.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes, stamp duty 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 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 hereunderunder the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit AgreementAgreement, (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 American Depositary Shares Receipts pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 6.26.2 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 hereofof the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.24.2 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 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 (9) any other charges 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 hereofof the Deposit Agreement, may own and deal in any class of securities of the Company Issuer and its affiliates and in American Depositary SharesReceipts.
Appears in 1 contract
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. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.3), or by Owners, as applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (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 American Depositary Shares Receipts pursuant to Section 2.3, 4.3 or 4.4 and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 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 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2, 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) 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 (9) any other charges 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 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 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.
Appears in 1 contract
Samples: Deposit Agreement (Sanofi-Aventis)
Charges of Depositary. The Company agrees to pay the fees, fees and reasonable expenses 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 to the Company once every three months. 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 American Depositary Shares or to whom 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 American Depositary Shares or Deposited Securities or a delivery of American Depositary Shares pursuant to Section 4.34.03), or by Owners, as applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.54.05, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the delivery of American Depositary Shares pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 and the surrender of American Depositary Shares pursuant to Section 2.5 2.05 or 6.26.02, (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 4.04 hereof, (7) a fee for the distribution of securities pursuant to Section 4.24.02, 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) 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) 9 below; and , (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 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 2.09 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.
Appears in 1 contract
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. 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 American Depositary Shares or to whom 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 American Depositary Shares or Deposited Securities or a delivery of American Depositary Shares pursuant to Section 4.34.03), or by Owners, as applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.54.05, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the delivery of American Depositary Shares pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 and the surrender of American Depositary Shares pursuant to Section 2.5 2.05 or 6.26.02, (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 4.04 hereof, (7) a fee for the distribution of securities pursuant to Section 4.24.02, 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) 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) 9 below; and , (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 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 2.09 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.
Appears in 1 contract
Samples: Deposit Agreement (Royal Bank of Scotland 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. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.34.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes, stamp duty 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 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 hereunderunder the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit AgreementAgreement, (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 American Depositary Shares Receipts pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 6.26.2 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 hereofof the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.24.2 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 a fee of $.02 was charged pursuant to clause (6) above during that calendar year and (9) any other charges 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 hereofof the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts. 8.
Appears in 1 contract
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. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.3), ) or by Owners, as applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (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 American Depositary Shares Receipts pursuant to Section 2.3, 4.3 or 4.4 and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 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 hereof4.4, (7) a fee for the distribution of securities pursuant to Section 4.2, 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) 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) 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 (9) any other 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 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 hereof2.9, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.
Appears in 1 contract
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. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.3), 4.03) or by Owners, as applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 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 pursuant to Section 2.03, 4.03 or 4.04, the surrender of Receipts pursuant to Section 2.05 or 6.02 and any redemption of American Depositary Shares pursuant to under Section 2.3, 4.3 or 4.4 and the surrender of American Depositary Shares pursuant to Section 2.5 or 6.24.08, (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 hereof4.04, (7) a fee for the distribution of securities pursuant to Section 4.24.02, 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) 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 (9) any other 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 and shall be payable collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting deducing such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 hereof2.09, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.
Appears in 1 contract
Samples: Deposit Agreement (Corpbanca/Fi)
Charges of Depositary. The Company agrees to pay the fees, fees and reasonable expenses 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 to the Company at least once every three months. 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 American Depositary Shares or to whom 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 American Depositary Shares or Deposited Securities or a delivery of American Depositary Shares pursuant to Section 4.34.03), or by Owners, as applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.54.05, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the delivery of American Depositary Shares pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 and the surrender of American Depositary Shares pursuant to Section 2.5 2.05 or 6.26.02, (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 4.04 hereof, (7) a fee for the distribution of securities pursuant to Section 4.24.02, 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; 9 below and (9) any other 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 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 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.
Appears in 1 contract
Charges of Depositary. The Company agrees has agreed 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 state-ment for such charges and expenses to the Company at least once every three months. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.34.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes, stamp duty 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 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 hereunderunder the terms of the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.54.5 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 American Depositary Shares Receipts pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 6.26.2 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 hereofof the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.24.2 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 a fee of $.02 was charged pursuant to clause (6) above during that calendar year, and (9) any other charges 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 Article 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.
Appears in 1 contract
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. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.3), or by Owners, as applicable: as
(1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (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 American Depositary Shares Receipts pursuant to Section 2.3, 4.3 or 4.4 and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 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 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2, 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) 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 (9) any other charges 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 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 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.
Appears in 1 contract
Samples: Deposit Agreement (Companhia De Saneamento Do Parana Sanepar)
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. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.3), or by Owners, as applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit 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 American Depositary Shares Receipts pursuant to Section 2.3, 4.3 or 4.4 and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 6.2, (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 through 4.4 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2, 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) a fee of $.02 0.02 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 $0.02 was charged pursuant to clause (6) above during that calendar year and (9) any other charges 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 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 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.
Appears in 1 contract
Samples: Deposit Agreement (Tianjin Capital Environmental Protection 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 monthsmonths or at such other intervals as the Company and the Depositary may agree. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.34.03), or by Owners, as whichever applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 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 American Depositary Shares Receipts pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 2.05 or 6.26.02, (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 4.04 hereof, (7) a fee for the distribution of securities pursuant to Section 4.24.02, 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) (to the extent permitted by the rules of any stock exchange on which the American Depositary Shares are admitted for trading) a fee not in excess of $.02 1.50 per certificate for a Receipt or less per American Depositary Share (or portion thereof) Receipts for depositary services, which will accrue on the last day registrations of each calendar year and which will be payable as provided in clause (9) below; transfer made pursuant to this Deposit Agreement and (9) any other 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 and shall be payable collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting deducing such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 2.09 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.
Appears in 1 contract
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. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.34.03), or by Owners, as applicable: (1) taxes, stamp duty 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 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 hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 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 American Depositary Shares Receipts pursuant to Section 2.32.03, 4.3 4.03 or 4.4 4.04 and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 2.05 or 6.26.02, (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 4.04 hereof, (7) a fee for the distribution of securities pursuant to Section 4.24.02, 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) 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 (9) any other charges 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 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 hereof, may own and deal in any class of securities of the Company Issuer and its affiliates and in American Depositary SharesReceipts.
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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. 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 American Depositary Shares Receipts or to whom American Depositary Shares 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 American Depositary Shares Receipts or Deposited Securities or a delivery distribution of American Depositary Shares Receipts pursuant to Section 4.34.03 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxesa 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, stamp duty 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 generally on the Share register of the Company or Foreign Registrar 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 hereunder, (34) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit AgreementAgreement, (45) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5, (5) a fee 4.05 of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the delivery of American Depositary Shares pursuant to Section 2.3, 4.3 or 4.4 and the surrender of American Depositary Shares pursuant to Section 2.5 or 6.2Deposit 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 hereof4.04 of the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.24.02 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 accrue on the last day of each calendar year and which will be payable as provided in clause (9) 9 below; , and (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 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. For the avoidance of doubt, the Company shall have no obligation to pay any of the fees, taxes, charges or expenses referred to in the preceding paragraph, except for the cases where the Company is the depositor or the Owner. The Depositary, subject to Section 2.9 Paragraph (8) hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts. From time to time, the Depositary may make payments to the Company to reimburse and / or share revenue from the fees collected from 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 SharesShares 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 and commissions.
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Samples: Deposit Agreement (Bank of New York / Adr Division)