Common use of Charges of Depositary Clause in Contracts

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. 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 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 under the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit 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 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of American Depositary Shares pursuant to Section 2.5 or 6.2 of the Deposit Agreement, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause (9) below; and (9) any other charges payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, 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 (Tongjitang Chinese Medicines Co), Deposit Agreement (Home Inns & Hotels Management Inc.)

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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 set forth 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 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 of the Deposit Agreement4.03), 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.05, (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 of the Deposit Agreement 4.04 and the surrender of American Depositary Shares pursuant to Section 2.5 2.05 or 6.2 of the Deposit Agreement6.02, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the this Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 of the Deposit Agreement4.04 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) in addition to any fee charged under clause 6, a fee of $.02 or less per American Depositary Share (or portion thereof) 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 of the Deposit Agreement 4.06 and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement2.09 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.

Appears in 4 contracts

Samples: Deposit Agreement (Coari Holding Co), Deposit Agreement (Coari Holding Co), Deposit Agreement (Brasil Telecom Sa)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. 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 of the Deposit Agreement4.3), 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­ment, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.5, (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 of the Deposit Agreement and the surrender of American Depositary Shares pursuant to Section 2.5 or 6.2 of the Deposit Agreement6.2, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreementhereof, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.2, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) 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 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreementhereof, may own and deal in any class of securities of the Company 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 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 of the Deposit Agreement), 4.03 or 4.12) 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.05, (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, 4.04 or 4.4 of the Deposit Agreement 4.12 and the surrender of American Depositary Shares pursuant to Section 2.5 2.05 or 6.2 of the Deposit Agreement6.02, (6) to the extent not prohibited by the rules of any securities exchange 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 of the Deposit Agreement4.04, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, Owners and (8) 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 of the Deposit Agreement 4.06 and shall be payable collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement2.09, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.

Appears in 3 contracts

Samples: Deposit Agreement (Gas Natural SDG Sa), Deposit Agreement (Gas Natural SDG Sa), Deposit Agreement (Gas Natural SDG Sa)

Charges of Depositary. The Company agrees to pay or reimburse 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 right of the Custodian are for Depositary to receive payments and/or reimbursements under this Paragraph 7 shall survive the sole account termination of the DepositaryDeposit Agreement. The following charges shall be incurred by the Holders and Beneficial Owners, 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 Paragraph 12 hereof and to the terms of the Deposit Agreement), or by Owners, as whichever is applicable: (1) taxestaxes (including, without limitation, any amounts in respect of any applicable stamp duty tax and other governmental charges), (2) such transfer or registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar Register and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement, (3) such cable, telex and or facsimile transmission and delivery expenses as are expressly provided in the Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Paragraph 14 hereof and to the terms of the Deposit Agreement or in connection with the execution and delivery of physical certificates pursuant to Section 4.5 2.04 of the Deposit Agreement, (5) except as otherwise provided in Section 5.09 of the Deposit Agreement, 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 2.3Paragraphs 12, 4.3 or 4.4 13 and 17 hereof and to the terms of the Deposit Agreement and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 6.2 Paragraphs 2, 12 and 21 hereof and the terms of the Deposit Agreement, (6) except as otherwise provided in Section 5.09 of the Deposit Agreement, a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, (7) a fee of $1.50 per certificate for a Receipt or Receipts for transfers made pursuant to Paragraph 3, (8) a fee for the distribution of securities pursuant to Section 4.2 Paragraph 12 hereof and to the terms of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 (8) treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to OwnersHolders, (8) 9) a fee for, and deducted from, the distribution of proceeds of sales of securities or rights pursuant to Paragraph 12 or 13, respectively, such fee being in an amount equal to the fee for the issuance of American Depositary Shares referred to above which would have been charged as a result of the deposit by Holders of securities (for purposes of this clause (9) treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Paragraph 13, but which securities or rights are instead sold by the Depositary and the net proceeds distributed, (10) a fee of $.02 0.01 or less per American Depositary Share ADS (or portion thereof) per year to cover such expenses as are incurred 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 inspections by the Depositary, any of the Depositary's agents, including the Custodian, Custodian or the their respective agents of the Depositary's agents in connection with Share Register maintained by the servicing of Shares or other Deposited Securities Russian Share Registrar (which charge fee shall be assessed against Owners Holders of record as of the date or dates set by the Depositary in accordance with Section 4.6 4.06 of the Deposit Agreement not more often than once each calendar year), and shall be payable at (11) a fee of US$0.02 per American Depositary Share per calendar year for the sole discretion operation and maintenance of all Receipts: provided, however, that if the Depositary imposes a fee under this clause (11), then the total of the fees assessed under this clause (11) when combined with the total of fees assessed under clause (6) above shall not exceed U.S.$0.02 per American Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, may own and deal Share in any class of securities of the Company and its affiliates and in American Depositary Sharescalendar year.

Appears in 3 contracts

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

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 of the Deposit Agreement), 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.05, (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 of the Deposit Agreement 4.04 and the surrender of American Depositary Shares pursuant to Section 2.5 2.05 or 6.2 of the Deposit Agreement6.02, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the this Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 of the Deposit Agreement4.04, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause (9) 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 of the Deposit Agreement 4.06 and shall be payable collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to the Company’s statuts and Section 2.9 of the Deposit Agreement2.09, may own and deal in any class of securities of the Company and its affiliates and in 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 4.3 of the Deposit Agreement4.3), 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­ment, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.5, (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 6.2 of the Deposit Agreement6.2, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.2, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 (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 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners Holders for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreementhereof, 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 PLC), 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 CUFS 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 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 CUFS generally on the Share register of the Company or Foreign Registrar CHESS Subregister and applicable to transfers of Shares CUFS to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of American Depositary Shares Receipts pursuant to Section 2.3Sections 2.03, 4.3 4.03 or 4.4 of the Deposit Agreement 4.04, and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 Sections 2.05 or 6.2 6.02 of the Deposit Agreement, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, Agreement including, but not limited to Sections 4.1 4.01 through 4.4 of the Deposit Agreement4.04 thereof, (7) a fee for the distribution of securities pursuant to Section 4.2 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause (9) below; provided, however, that no fee will be assessed under this clause (8) 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 CUFS or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit AgreementArticle (8) hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.

Appears in 3 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Hardie James Industries Nv)

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 4.3 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 under the Deposit Agreement, (3) such cable, telex and facsimile transmission and delivery expenses as are expressly provided in the Deposit Agree­mentAgreement, (4) such reasonable and customary expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 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 Agreement, and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 6.2 of the Deposit Agreement, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, Agreement including, but not limited to Sections 4.1 through 4.4 thereof to the extent permitted by the rules of any securities exchange, including the Deposit AgreementNew 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 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 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit AgreementArticle (8) hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts. 8.

Appears in 3 contracts

Samples: Syngenta Ag, Syngenta Ag, Syngenta Ag

Charges of Depositary. The Company Issuer agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company Issuer from time to time. The Depositary shall present its statement for such charges and expenses to the Company Issuer once every three months. 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 of the Deposit Agreement4.03), 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the 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 of the Deposit Agreement, 4.05 (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 4.03 or 4.4 of the Deposit Agreement 4.04, and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 2.05 or 6.2 of the Deposit Agreement6.02, (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 of the Deposit Agreement4.04 hereof, (7) a fee of $1.50 or less per certificate for a Receipt or Receipts for transfers made pursuant to Section 2.04, (8) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 (8) treating all such securities as if they were Shares) ), but which securities are instead distributed by the Depositary to Owners, (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 of the Deposit Agreement and shall be payable collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.

Appears in 3 contracts

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

Charges of Depositary. The Company agrees to pay the fees, fees and reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement 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 4.3 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 under the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of 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 of the Deposit Agreement, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 (7) treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, 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 of the Deposit Agreement, 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 4.3 of the Deposit Agreement4.03), 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.05, (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 of the Deposit Agreement 4.04 and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 2.05 or 6.2 of the Deposit Agreement6.02, (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 of the Deposit Agreement4.04 hereof, and (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (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 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in 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, 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 distribution of American Depositary Shares pursuant to Section 4.3 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 under the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 4.6 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the delivery of American Depositary Shares pursuant to Section 2.3, 4.3 4.3, 4.4 or 4.4 4.5 of the Deposit Agreement and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 6.2 of the Deposit Agreement, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 4.5 of the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause (9) below; provided, however, that no fee will be assessed under this clause (8) to the extent 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 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit AgreementAgreement and Article 8 hereof, may own and deal in any class of securities of the Company 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 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 of the Deposit Agreement4.3), 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.6, (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 of the Deposit Agreement 4.5 and the surrender of American Depositary Shares pursuant to Section 2.5 or 6.2 of the Deposit Agreement6.2, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement4.5 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.2, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) 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 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 of the Deposit Agreementhereof, 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, 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 4.3 of the Deposit Agreement4.03), 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.05, (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 of the Deposit Agreement 4.04 and the surrender of American Depositary Shares pursuant to Section 2.5 2.05 or 6.2 of the Deposit Agreement6.02, (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 of the Deposit Agreement4.04 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) in addition to any fee charged under clause 6, a fee of 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 of the Deposit Agreement 4.06 and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement2.09 hereof, may own and deal in any class of securities of the Company and its affiliates and in 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 4.3 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 under the terms of the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of 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 of the Deposit Agreement, 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 the Deposit Agreement, including, but not limited to Sections 4.1 through 4.2 or 4.4 of the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreementrespectively, such fee being in an amount equal to the fee for the execution and delivery issuance of American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners of such securities (for purposes of this clause 7 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 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions)net proceeds distributed. The Depositary, subject to Section 2.9 of the Deposit AgreementArticle 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.

Appears in 3 contracts

Samples: Deposit Agreement (Masisa S.A.), Deposit Agreement (Masisa S.A.), Deposit Agreement (Terranova 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 of the Deposit Agreement4.03), 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, to be at the Deposit Agree­mentexpense of persons depositing Shares or Owners, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.05, (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 of the Deposit Agreement 4.03 and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 6.2 of the Deposit Agreement2.05, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, includingexcept pursuant to Section 4.01 hereof, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, and (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit 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 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreementhereof, may own and deal in any class of securities of the Company 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 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 4.3 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 under the terms of the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of 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 6.2 of the Deposit Agreement, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, (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 4.2 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 of the Deposit Agreement and shall be payable collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit AgreementArticle 8 hereof, may own and deal 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 4.3 of the Deposit Agreement4.3), 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.5, (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 6.2 of the Deposit Agreement6.2, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.2, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 (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 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners Holders for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreementhereof, 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 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 of the Deposit Agreement4.03), 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of American Depositary Shares Receipts pursuant to Section 2.32.03, 4.3 4.03 or 4.4 of the Deposit Agreement 4.04, and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 2.05 or 6.2 of the Deposit Agreement6.02, (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 the Deposit Agreementcash dividends, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 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 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement2.09 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 Sa), Deposit Agreement (Gerdau S.A.)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. 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 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of 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 of the Deposit Agreement, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreementthereof, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to 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 of the Deposit AgreementArticle (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), 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 of the Deposit Agreement4.03), 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 (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided for in the 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 of the Deposit Agreement4.05, (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 of the Deposit Agreement 4.04 and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 2.05 or 6.2 of the Deposit Agreement6.02, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 of the Deposit Agreement4.04 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, Owners and (8) 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 of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 terms of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions)Agreement. The Depositary, subject to Section 2.9 of the Deposit Agreement2.09 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.

Appears in 2 contracts

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

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any 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 4.3 of the Deposit Agreement4.03), 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.05, (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 of the Deposit Agreement 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 of the Deposit Agreement, (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 of the Deposit Agreement4.04 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares 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 of the Deposit Agreement 4.06 and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, 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 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 under the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of American Depositary Shares Receipts pursuant to Section Sections 2.3, 4.3 or 4.4 of the Deposit Agreement Agreement, and the surrender of American Depositary Shares Receipts pursuant to Section Sections 2.5 or 6.2 of the Deposit Agreement, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, Agreement including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreementthereof, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 (7) treating all such securities as if they were Shares) ), but which securities are instead distributed by the Depositary to Owners, 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 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit AgreementArticle (8) hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.

Appears in 2 contracts

Samples: Deposit Agreement (United Utilities PLC), Deposit Agreement (United Utilities 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 4.3 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of 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 of the Deposit Agreement, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) a fee of $.02 or less per American Depositary Share (or portion thereof) for 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 of 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: Lloyds Banking Group PLC, Lloyds Banking Group PLC

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. The charges and expenses of the Custodian are for the sole account of the Depositary. The When applicable, the following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering American Depositary Shares 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 of the Deposit Agreement), ) or by Ownersany party presenting Receipts pursuant to Section 2.4 or 2.5 of the Deposit Agreement, as applicableand shall be payable to the Depositary: (1) taxes, 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 under the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of American Depositary Shares Receipts pursuant to Section 2.3, 4.3 or 4.4 4.4, of the Deposit Agreement and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 6.2 of the Deposit Agreement, and (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreementfor, includingand deducted from, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, (7) a fee for the distribution of securities proceeds of the sale of rights pursuant to Section 4.2 4.4 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of Shares received upon the exercise of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) rights, but which securities rights are instead sold and the proceeds of such sale distributed by the Depositary to Owners, (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 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit AgreementArticle 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts. 8.

Appears in 2 contracts

Samples: Portugal Telecom SGPS Sa, Portugal Telecom SGPS Sa

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement 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 Receipts or Deposited Securities or a delivery distribution of American Depositary Shares pursuant to Section 4.3 of the Deposit Agreement4.03 hereof), 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 the appointed agent of the Company for transfer and registration of Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.05, (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 of the Deposit Agreement 4.04 and the surrender of American Depositary Shares pursuant to Section 2.5 2.05 or 6.2 of the Deposit Agreement6.02, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery issuance of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) in addition to any fee charged under clause 6, a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause (9) below; 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 of the Deposit Agreement 4.06 and shall be payable collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.

Appears in 2 contracts

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

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges for which the Company shall have no responsibility or liability shall be incurred by any party depositing or withdrawing Shares or by any party surrendering 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 4.3 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 under the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the delivery of American Depositary Shares pursuant to Section Sections 2.3, 4.3 or 4.4 of the Deposit Agreement Agreement, and the surrender of American Depositary Shares pursuant to Section 2.5 or 6.2 of the Deposit Agreement, (6) a fee not in excess of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, Agreement including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreementthereof and, (7) a fee not in excess of $1.50 per certificate for the distribution of securities a Receipt or Receipts for transfers made pursuant to Section 4.2 2.4 of the Deposit Agreement. The Bank of New York Mellon, such fee being other than in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged its capacity 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 of under the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares. The Depositary, in its capacity as Depositary, shall be permitted to engage in Pre-Release activities in accordance with Section 2.9 of the Deposit Agreement and in transactions in securities of the Company associated with such activities, and may own and sell Deposited Securities as expressly provided in the Deposit Agreement.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), China Resources Beer (Holdings) Co Limited/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 4.3 of the Deposit Agreement4.03), 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Restricted Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.05, (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 of the Deposit Agreement 4.04 and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 2.05 or 6.2 of the Deposit Agreement6.02, (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 of the Deposit Agreement4.04 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of 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 of the Restricted Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions)Agreement. The Depositary, subject to Section 2.9 of the Deposit Agreement2.09 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 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 of the Deposit Agreement)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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission and delivery expenses as are expressly provided for in this Deposit Agreement to be at the Deposit Agree­mentexpense 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 4.5 of the Deposit Agreement4.05, (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 of the Deposit Agreement 4.04, and the surrender of American Depositary Shares for the purpose of withdrawal pursuant to Section 2.5 2.05 or 6.2 of the Deposit Agreement6.02, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, (7) a fee for the distribution of securities proceeds pursuant to Section 4.2 of the Deposit Agreement4.04, 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 of the Deposit Agreement 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 of the Deposit Agreement, 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), Deposit Agreement (Alcatel Lucent)

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 of the Deposit Agreement4.3), 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.5, (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 4.4, and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 6.2 of the Deposit Agreement6.2, (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 of the Deposit Agreementhereof, and (7) a fee for for, and deducted from, the distribution of securities proceeds of the sale of rights pursuant to Section 4.2 of the Deposit Agreement4.4, 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) a fee of $.02 or less per American . The 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, may collect 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 its fees by deduction from any cash distribution payable to 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)that are obligated to pay those fees. The Depositary, subject to Section 2.9 of the Deposit Agreementhereof, may own and deal in any class of securities of the Company Issuer and its affiliates and in 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 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 of the Deposit Agreement4.3), 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.5, (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 of the Deposit Agreement and the surrender of American Depositary Shares pursuant to Section 2.5 or 6.2 of the Deposit Agreement6.2, (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 of the Deposit Agreementhereof, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.2, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) in addition to any fee charged under clause 6, a fee of $.02 .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 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. The Depositary, subject to Section 2.9 of the Deposit Agreementhereof, 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 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 of the Deposit Agreement4.3), 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.5, (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 6.2 of the Deposit Agreement6.2, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreementhereof, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.2, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to 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 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreementhereof, may own and deal in any class of securities of the Company Issuer and its affiliates and in 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 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 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 4.3 4.03 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 under the terms of the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of American Depositary Shares Receipts pursuant to Section 2.3Sections 2.03, 4.3 4.03 or 4.4 4.04, of the Deposit Agreement and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 Sections 2.05 or 6.2 6.02 of the Deposit Agreement, (6) a fee of $.02 0.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 4.04 of the Deposit Agreement, (7) a fee of $0.0l or less per American Depositary Share (or portion thereof) per year to cover such expenses as are incurred for inspections by the Depositary, the Custodian or their respective agents of the Share Register maintained by the Russian Share Registrar (such fee shall be assessed against Owners of record as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be collected at the sole discretion of the Depositary by billing such Owners for such fee or by deducting such fee from one or more cash dividends or other cash distributions), (8) a fee for the distribution of securities pursuant to Section 4.2 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 8 treating all such securities as if they were Shares) ), but which securities are instead distributed by the Depositary to Owners, (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 of $1.50 per certificate for a Receipt or Receipts for transfers made pursuant to the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 terms of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions)Agreement. The Depositary, subject to Section 2.9 of the Deposit AgreementArticle 8 hereof, may own and deal in in, any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.

Appears in 2 contracts

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

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses 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 4.3 of the Deposit Agreement4.03), 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.05, (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 of the Deposit Agreement 4.04 and the surrender of American Depositary Shares pursuant to Section 2.5 2.05 or 6.2 of the Deposit Agreement6.02, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the this Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 of the Deposit Agreement4.04 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause (9) below; 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 of the Deposit Agreement 4.06 and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement2.09 hereof, may own and deal in any class of securities of the Company and its affiliates and in 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 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 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 4.3 of the Deposit Agreement4.03 hereof), 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 the appointed agent of the Company for transfer and registration of Shares) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.05, (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 pursuant to Section 2.32.03, 4.3 4.03 or 4.4 of the Deposit Agreement 4.04 and the surrender of American Depositary Shares pursuant to Section 2.5 2.05 or 6.2 of the Deposit Agreement6.02, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery issuance of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) a fee of $.02 or less per American Depositary Share (or portion thereof) per annum for depositary services, which will accrue on the last day of each calendar year and which will shall 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 of the Deposit Agreement 4.06 and shall be payable collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in 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 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 4.3 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 under the terms of the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of 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 of the Deposit Agreement, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) ), but which securities are instead distributed by the Depositary to Owners, (8) a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause (9) below; provided, however, that no fee will be assessed under this clause (8) to the extent 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 AgreementArticle 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 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 4.3 of the Deposit Agreement4.03), 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.05, (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 of the Deposit Agreement 4.04 and the surrender of American Depositary Shares pursuant to Section 2.5 2.05 or 6.2 of the Deposit Agreement6.02, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the this Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 of the Deposit Agreement4.04 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners), (8) in addition to any fee charged under clause 6, a fee of $.02 or less per American Depositary Share (or portion thereof) 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 of the Deposit Agreement 4.06 and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary may collect any of its fees by deduction from any cash distribution payable to Owners that are obligated to pay those fees. The Depositary, subject to Section 2.9 of the Deposit Agreement2.09 hereof 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 4.3 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of 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 of the Deposit Agreement, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) a fee of $.02 or less per American Depositary Share (or portion thereof) for 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 of 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 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 Units or 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 of the Deposit Agreement4.3), 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 Units or Shares generally on the Unit or Share register of the Company Issuer or Foreign Registrar and applicable to transfers of Units or Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­ment, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.5, (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 6.2 of the Deposit Agreement6.2, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 hereof, to the extent permitted by the rules of any securities exchange on which the Deposit AgreementAmerican Depositary Shares may be listed for trading, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.2, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Units or Shares) but which securities are instead distributed by the Depositary to Owners, and (8) 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 Units or Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreementhereof, may own and deal in any class of securities of the Company Issuer and its affiliates and in American Depositary SharesReceipts.

Appears in 2 contracts

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

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 4.3 of the Deposit Agreement4.03), 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.05, (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 of the Deposit Agreement 4.04 and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 2.05 or 6.2 of the Deposit Agreement6.02, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 of the Deposit Agreement4.04 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) in addition to any fee charged under clause (6), a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause (9) below; 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 4.06 and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement2.09 hereof, may own and deal in any class of securities of the Company Issuer and its affiliates and in American Depositary SharesReceipts.

Appears in 1 contract

Samples: Deposit Agreement (Phosphagenics LTD)

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 4.3 of the Deposit Agreement4.03), 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.05, (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 of the Deposit Agreement 4.04 and the surrender of American Depositary Shares pursuant to Section 2.5 2.05 or 6.2 of the Deposit Agreement6.02, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the this Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 of the Deposit Agreement4.04 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) in addition to any fee charged under clause 6, a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause (9) below; 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 of the Deposit Agreement 4.06 and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement2.09 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.

Appears in 1 contract

Samples: Deposit Agreement (Westralian Gas & Power LTD)

Charges of Depositary. The Company Issuer agrees to pay the fees, reasonable charges and expenses and out-of-pocket charges of the Depositary and those of any Registrar only Registrar, as shown in accordance with agreements in writing entered into between Exhibit B, but the Issuer shall not pay or be liable for (1) the fees of the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. 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 execution and delivery of American Depositary Shares pursuant to Section 4.3 2.03, transfers pursuant to Section 2.04, the surrender of American Depositary Shares pursuant to Section 2.05, and the Deposit Agreement)making of distributions pursuant to Section 4.01, or by Owners, as applicable: (12) taxes, stamp duty taxes and other governmental charges, (23) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share share register of the Company Issuer (or the appointed agent of the Issuer for transfer and registration of Shares which may but need not be the Foreign Registrar Registrar) and accordingly applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreementhereunder, (34) such cable, telex and facsimile transmission and delivery expenses as are expressly provided in this Deposit Agreement to be at the Deposit Agree­mentexpense of persons depositing Shares or Owners of American Depositary Shares, and (45) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 4.05. Any other charges and expenses of the Deposit AgreementDepositary hereunder will be paid by the Issuer after consultation and agreement between the Depositary and the Issuer as to the amount and nature of such charges and expenses. Such charges may at any time and from time to time be changed by agreement between the Issuer and the Depositary. The Depositary shall present its statement for such charges and expenses to the Issuer once every three months. The charges and expenses of the Custodian are for the sole account of the Depositary. The Depositary shall charge any party to whom Receipts are issued (including, (5without limitation, issuance pursuant to a stock dividend or stock split declared by the Issuer or an exchange of stock regarding the Receipts or Deposited Securities) or who surrenders Receipts 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 of the Deposit Agreement and the surrender of American Depositary Shares pursuant to Section 2.5 or 6.2 of the Deposit Agreement, (6) a fee of $.02 .05 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreementissuance or cancellation, includingrespectively, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause (9) below; and (9) any other charges payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesShare.

Appears in 1 contract

Samples: Deposit Agreement (Kingfisher PLC /Fi)

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 4.3 of the Deposit Agreement4.03), 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.05, (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 of the Deposit Agreement 4.04 and the surrender of American Depositary Shares pursuant to Section 2.5 2.05 or 6.2 of the Deposit Agreement6.02, (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 of the Deposit Agreement4.01 xxxxxxx 0.00 xxxxxx, (70) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) in addition to any fee charged under clause 6, a fee of $.02 or less per American Depositary Share (or portion thereof) 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 of the Deposit Agreement 4.06 and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement2.09 hereof, may own and deal in any class of securities of the Company and its affiliates and in 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 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 under the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of 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 of the Deposit Agreement, (6) to the extent permitted by the exchange on which the American Depositary Shares may be listed for trading, a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause (9) below; and (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, 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 (Suntech Power Holdings Co., Ltd.)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. 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 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of 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 of the Deposit Agreement, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) a fee of $.02 or less per American Depositary Share (or portion thereof) for 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 of the Deposit Agreement, 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 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 4.3 of the Deposit Agreement4.03), 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­ment, (4) such reasonable expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.05, (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 of the Deposit Agreement 4.04 and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 2.05 or 6.2 of the Deposit Agreement6.02, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 of the Deposit Agreement4.04 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, and (8) 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 4.06 and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement2.09 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.

Appears in 1 contract

Samples: Deposit Agreement (Arcelor)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. 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 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 under the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit 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 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of American Depositary Shares pursuant to Section 2.5 or 6.2 of the Deposit Agreement, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) in addition to any fee charged under clause 6, a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and 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 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.

Appears in 1 contract

Samples: Deposit Agreement (Simcere Pharmaceutical Group)

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 of the Deposit Agreement), 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.05, (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 of the Deposit Agreement 4.04 and the surrender of American Depositary Shares pursuant to Section 2.5 2.05 or 6.2 of the Deposit Agreement6.02, (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 4.04, it being understood for the avoidance of the Deposit Agreementdoubt, 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 4.2 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, Owners and (8) 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 of the Deposit Agreement 4.06 and shall be payable collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement2.09, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.

Appears in 1 contract

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

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. 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 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 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of 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 6.2 6.02 of the Deposit Agreement, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $.02 0.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 of the Deposit Agreement4.04 thereof, (7) a fee for the distribution of securities pursuant to Section 4.2 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares Receipts referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 (7) treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, Owners and (8) 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 the Deposit Agreement, be payable by the Depositary, any of the Depositary's ’s agents, including the Custodian, or the agents of the Depositary's ’s agents in connection with the servicing of Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.

Appears in 1 contract

Samples: Deposit Agreement (Grupo Financiero Inbursa S a De C v /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 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 of the Deposit Agreement4.3), 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.6, (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 of the Deposit Agreement 4.5 and the surrender of American Depositary Shares pursuant to Section 2.5 or 6.2 of the Deposit Agreement6.2, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement4.5 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.2, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) 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 of the Deposit Agreement 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 of the Deposit Agreementhereof, 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 (Trina Solar LTD)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. The charges and expenses of the Custodian are for the sole account of the Depositary. The When applicable, the following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering American Depositary Shares 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 of the Deposit Agreement), ) or by Ownersany party presenting Receipts pursuant to Section 2.4 or 2.5 of the Deposit Agreement, as applicableand shall be payable to the Depositary: (1) taxes, 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 under the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of American Depositary Shares Receipts pursuant to Section 2.3, 4.3 or 4.4 4.4, of the Deposit Agreement and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 6.2 of the Deposit Agreement, and (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreementfor, includingand deducted from, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, (7) a fee for the distribution of securities proceeds of the sale of rights pursuant to Section 4.2 4.4 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of Shares received upon the exercise of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) rights, but which securities rights are instead sold and the proceeds of such sale distributed by the Depositary to Owners, (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 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit AgreementArticle 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.Receipts. 8

Appears in 1 contract

Samples: Portugal Telecom SGPS Sa

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement 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 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 under the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 4.6 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the delivery of American Depositary Shares pursuant to Section 2.3, 4.3 4.3, 4.4 or 4.4 4.5 of the Deposit Agreement and the surrender of American Depositary Shares pursuant to Section 2.5 or 6.2 of the Deposit Agreement, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 4.5 of the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause (9) below; and (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 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.

Appears in 1 contract

Samples: Deposit Agreement (Trina Solar LTD)

Charges of Depositary. The Company agrees Depositary may charge, and collect from, (i) each person to pay the feeswhom American Depositary Shares are issued, reasonable expenses and out-of-pocket charges including, without limitation, issuances against deposits of 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 4.3 Article 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 under the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement, (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 of the Deposit Agreement and the surrender of American Depositary Shares pursuant to Section 2.5 or 6.2 of the Deposit Agreement, (6) a fee of $.02 U.S.$0.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 (ii) a fee of U.S.$1.50 per Receipt or Receipts for transfers made under the Deposit Agreement, (7iii) a fee for the distribution or sale of securities pursuant to Section 4.2 of the Deposit Agreementsecurities, 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 of the Deposit Agreement during each calendar year and shall be payable at the sole discretion of the Depositary by billing such Owners for or by deducting such charge from one or more cash dividends or other cash distributions), and (v) a fee for the reimbursement of such fees, charges and expenses as are incurred by the Depositary and/or any of its agents (including, without limitation, the Custodian and expenses incurred on behalf of Owners in connection with compliance with foreign exchange control regulations or any law or regulation relating to foreign investment) in connection with the servicing of the 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 Company will pay all other charges and expenses of the Depositary and any agent of the Depositary (except the Custodian) pursuant to agreements from time to time between the Company and the Depositary, subject to Section 2.9 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) in connection with the conversion of foreign currency into U.S. dollars, JPMorgan Chase Bank, N.A. ("JPMorgan") shall deduct out of such foreign currency the fees, expenses and other charges charged by it and/or its agent (which may own be a division, branch or affiliate) so appointed in connection with such conversion. JPMorgan and/or its agent may act as principal for such conversion of foreign currency. Such charges may at any time and deal in any class of securities of from time to time be changed by agreement between the Company and its affiliates the Depositary. For further details see hxxxx://xxx.Xxxxxxxx Depositary Rxxxxxx.xxx. The Depositary anticipates reimbursing the Company for certain expenses incurred by the Company that are related to the establishment and in maintenance of the American Depositary SharesReceipt 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 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 4.3 Article 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 under the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement, (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 of the Deposit Agreement and the surrender of American Depositary Shares pursuant to Section 2.5 or 6.2 of the Deposit Agreement, (6) a fee of $.02 U.S.$0.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the this Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 (ii) a fee of U.S.$1.50 per Receipt or Receipts for transfers made under the Deposit Agreement, (7iii) a fee for the distribution or sale of securities pursuant to Section 4.2 of the Deposit Agreementsecurities, 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 of the Deposit Agreement during each calendar year and shall be payable at the sole discretion of the Depositary by billing such Owners for or by deducting such charge from one or more cash dividends or other cash distributions), and (v) a fee for the reimbursement of such fees, charges and expenses as are incurred by the Depositary and/or any of its agents (including, without limitation, the Custodian and expenses incurred on behalf of Owners in connection with compliance with foreign exchange control regulations or any law or regulation relating to foreign investment) in connection with the servicing of the 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 Company will pay all other charges and expenses of the Depositary and any agent of the Depositary (except the Custodian) pursuant to agreements from time to time between the Company and the Depositary, subject to Section 2.9 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. J.X.Xxxxxx 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 own 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 deal 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 class of securities 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. J.X.Xxxxxx 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 its affiliates 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 SharesReceipt 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 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 4.3 of the Deposit Agreement4.03), 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.05, (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 of the Deposit Agreement 4.04 and the surrender of American Depositary Shares pursuant to Section 2.5 2.05 or 6.2 of the Deposit Agreement6.02, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the this Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 of the Deposit Agreement4.04 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) in addition to any fee charged under clause 6, a fee of $.02 or less per American Depositary Share (or portion thereof) 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 of the Deposit Agreement 4.06 and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement2.09 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.

Appears in 1 contract

Samples: Deposit Agreement (Allied Irish Banks PLC)

Charges of Depositary. The Company Issuer agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company Issuer from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges for which the Issuer shall have no responsibility or liability, 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 pursuant to Section 4.3 of the Deposit Agreement4.3), 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.5, (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 pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement 4.4, and the surrender of American Depositary Shares pursuant to Section 2.5 or 6.2 of the Deposit Agreement6.2, (6) a fee not in excess of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, Agreement including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, hereof and (7) a fee not in excess of $1.50 per certificate for the distribution of securities a Receipt or Receipts for transfers made pursuant to Section 4.2 2.4. The Bank of the Deposit AgreementNew York Mellon, such fee being other than in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged its capacity 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 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 Agreementhereunder, may own and deal in any class of securities of the Company Issuer and its affiliates and in American Depositary Shares. The Depositary, in its capacity as Depositary, shall be permitted to engage in Pre-Release activities in accordance with Section 2.9 hereof and in transactions in securities of the Issuer associated with such activities, and may own and sell Deposited Securities as expressly provided in this Deposit Agreement.

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 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 under the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.5, (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 6.2 of the Deposit Agreement, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) a fee of $.02 or less per American Depositary Share (or portion thereof) for 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 of 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 (Randgold Resources 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 Except as specifically provided in 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 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 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the 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 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 6.2 6.02 of the Deposit that Agreement, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 4.04 of the Deposit that Agreement, (7) a fee for the distribution of securities pursuant to Section 4.2 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery 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) below; 9 below and (9) any other charges out-of-pocket costs arising after the date of the Deposit Agreement that may become payable by the Depositary, any of the Depositary's ’s agents, including the Custodian, or the agents of the Depositary's ’s agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 4.06 of the Deposit Agreement and shall be payable collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 2.09 of 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 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 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 4.3 of the Deposit Agreement4.03), 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.05, (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 of the Deposit Agreement 4.04 and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 2.05 or 6.2 of the Deposit Agreement6.02, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 of the Deposit Agreement4.04 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) (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 of the Deposit Agreement 4.06 and shall be payable collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting deducing such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement2.09 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.

Appears in 1 contract

Samples: Deposit Agreement (Telekom Austria Ag)

Charges of Depositary. The Company Issuer agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company Issuer from time to time. The Depositary shall present its statement for such charges and expenses to the Company Issuer once every three monthsmonths or at such other intervals as the Issuer 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 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 of the Deposit Agreement4.3), 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 transfers, if any, 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­mentAgreement, (4) such reasonable expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.5, (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 4.4, and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 6.2 of the Deposit Agreement6.2, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, Agreement including, but not limited to to, Sections 4.1 through 4.4 of the Deposit Agreement, hereof and (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.2, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 (7) treating all such securities as if they were Shares) ), but which securities are instead distributed by the Depositary to Owners, (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 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreementhereof, may own and deal in any class of securities of the Company Issuer and its affiliates and in American Depositary SharesReceipts.

Appears in 1 contract

Samples: Deposit Agreement (Bookham Technology PLC)

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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 4.3 of the Deposit Agreement4.03), 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.05, (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 of the Deposit Agreement 4.04 and the surrender of American Depositary Shares pursuant to Section 2.5 2.05 or 6.2 of the Deposit Agreement6.02, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the this Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 of the Deposit Agreement4.04 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners), (8) in addition to any fee charged under clause 6, a fee of $.02 or less per American Depositary Share (or portion thereof) 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 of the Deposit Agreement 4.06 and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary may collect any of its fees by deduction from any cash distribution payable to Owners that are obligated to pay those fees. The Depositary, subject to Section 2.9 of the Deposit Agreement2.09 hereof 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 1 contract

Samples: Deposit Agreement (Ambev S.A.)

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 4.3 of the Deposit Agreement4.03), 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.05, (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 of the Deposit Agreement 4.04 and the surrender of American Depositary Shares pursuant to Section 2.5 2.05 or 6.2 of the Deposit Agreement6.02, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the this Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 of the Deposit Agreement4.04 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) in addition to any fee charged under clause 6, a fee of $.02 or less per American Depositary Share (or portion thereof) 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 of the Deposit Agreement 4.06 and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement2.09 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.

Appears in 1 contract

Samples: Deposit Agreement (Allied Irish Banks PLC)

Charges of Depositary. The Company Issuer agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company Issuer from time to time. The Depositary shall present its statement for such charges and expenses to the Company Issuer once every three months. 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 of the Deposit Agreement4.3), 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.5, (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 6.2 of the Deposit Agreement6.2, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreementhereof, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.2, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) 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 of the Deposit Agreementhereof, 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 (Japan Airlines 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 distribution of American Depositary Shares Receipts pursuant to Section 4.3 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 under the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of American Depositary Shares Receipts pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement 4.4, and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 6.2 of the Deposit Agreement, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, Agreement including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, thereof and (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 (7) treating all such securities as if they were Shares) ), but which securities are instead distributed by the Depositary to Owners, (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 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit AgreementArticle (8) hereof 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

Samples: Supplement And (Hilton Group PLC/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 distributiondelivery of American Depositary Shares Receipts pursuant to Section 4.3 of the Deposit Agreement4.3), 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.5, (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 4.4, and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 6.2 of the Deposit Agreement6.2, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, Agreement including, but not limited to to, Sections 4.1 through 4.4 of the Deposit Agreementhereof, and (7) a fee for the distribution of securities proceeds of the sale of rights pursuant to Section 4.2 of the Deposit Agreement4.4, 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 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreementhereof, may own and deal in any class of securities of the Company Issuer and its affiliates and in American Depositary SharesReceipts.

Appears in 1 contract

Samples: Deposit Agreement (Delta Galil Industries 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 of American Depositary Shares pursuant to Section 4.3 of the Deposit Agreement4.3), 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.6, (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 of the Deposit Agreement 4.5 and the surrender of American Depositary Shares pursuant to Section 2.5 or 6.2 of the Deposit Agreement6.2, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the this Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement4.5 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.2, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) in addition to any fee charged under clause 6, a fee of $.02 or less per American Depositary Share (or portion thereof) per annum for depositary services, which will 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 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreementhereof, may own and deal in any class of securities of the Company Issuer and its affiliates and in 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 4.3 of the Deposit Agreement4.03), 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.05, (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 of the Deposit Agreement 4.03 and the surrender of American Depositary Shares pursuant to Section 2.5 or 6.2 of the Deposit Agreement, 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 of the Deposit Agreement, 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 4.2 of the Deposit Agreement4.02 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 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions)net proceeds distributed. The Depositary, subject to Section 2.9 of the Deposit Agreement2.09 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 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 of the Deposit Agreement), 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.05, (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 of 4.04 and (except as otherwise agreed between the Deposit Agreement Company and the Depositary) the surrender of American Depositary Shares Receipts pursuant to Section 2.5 2.05 or 6.2 of the Deposit Agreement6.02, (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 of the Deposit Agreement4.04, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) a fee of $.02 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 of 4.06 (and not against the Deposit Agreement 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 of the Deposit Agreement2.09, 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 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 of the Deposit Agreement)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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission and delivery expenses as are expressly provided for in this Deposit Agreement to be at the Deposit Agree­mentexpense 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 4.5 of the Deposit Agreement4.05, (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 of the Deposit Agreement 4.04, and the surrender of American Depositary Shares for the purpose of withdrawal pursuant to Section 2.5 2.05 or 6.2 of the Deposit Agreement6.02, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, (7) a fee for the distribution of securities cash proceeds pursuant to Section 4.2 of the Deposit Agreement4.04, 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 of the Deposit Agreement 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 of the Deposit Agreement, 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 4.3 of the Deposit Agreement4.03), 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.05, (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 of the Deposit Agreement 4.04 and the surrender of American Depositary Shares pursuant to Section 2.5 2.05 or 6.2 of the Deposit Agreement6.02, (6) a fee of $.02 .05 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the this Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 of the Deposit Agreement4.04 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which 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 of the Deposit Agreement 4.06 and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement2.09 hereof, may own and deal in any class of securities of the Company and its affiliates and in 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 Unless otherwise agreed, 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 for which the Company shall have no responsibility or liability shall be incurred by any party depositing or withdrawing Shares or by any party surrendering 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 of the Deposit Agreement), or by Owners, as applicable: (1whichever 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency Foreign Currency pursuant to Section 4.5 of the Deposit Agreement, (5) a fee not in excess of $5.00 or less 10.00 per 100 American Depositary Shares (or portion thereof) for the execution and delivery of American Depositary Shares Receipts pursuant to Section 2.32.4, 4.3 or 4.4 of the Deposit Agreement 4.3, and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 6.2 2.6 of the Deposit Agreement, (6) a fee not in excess of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, Agreement including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, thereof and (7) a fee not in excess of $1.50 per certificate for the distribution of securities a Receipt or Receipts for transfers made pursuant to Section 4.2 2.5 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (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 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit AgreementParagraph (8) hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts provided, however, that the Depositary; in its capacity as Depositary, shall not sell Deposited Securities except as otherwise provided with this Receipt or the Deposit Agreement.

Appears in 1 contract

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

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 4.3 of the Deposit Agreement4.5), 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 under the Deposit Agreementhereunder, (3) such air courier, cable, telex and facsimile transmission expenses as are expressly provided in the 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 4.5 of the Deposit Agreement4.8, (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 of the Deposit Agreement 4.6, and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 2.6 or 6.2 of the Deposit Agreement6.2, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, Agreement including, but not limited to to, Sections 4.1 4.3 through 4.4 of the Deposit Agreement4.6 hereof, and (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.4, 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 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesHolders.

Appears in 1 contract

Samples: Deposit Agreement (Rwe Ag /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 4.3 of the Deposit Agreement4.03), whichever 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 athe Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign Foreign Currencyforeign currency pursuant to Section 4.5 of the Deposit Agreement4.05, 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 2.03, 4.03 2.3, 4.3 or 4.4 of the Deposit Agreement 4.044.4 and the surrender of American Depositary Shares Receipts pursuant to Section 2.05 2.5 or 6.2 6.02, and (6) a fee for the distribution of the Deposit Agreementproceeds pursuant to Section 4.04,6.2, (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, to the extent permitted by the rules of any securities exchange on which the Deposit AgreementAmerican Depositary Shares may be listed for trading, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.2, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the exercise of the rights and the deposit of thesuch securities received upon the exercise of such securities rights (for purposes of this clause 6 7 treating all such securities as if they were Shares) but which securities rightssecurities are instead sold and the proceeds of such sale distributed by the Depositary to Owners, Owners and (8) 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 of the Deposit Agreementhereof, 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 (Australia & New Zealand Banking Group LTD)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company 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 of the Deposit Agreement), 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.05, (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 of the Deposit Agreement and the surrender of American Depositary Shares pursuant to Section 2.5 or 6.2 of the Deposit Agreement4.08, (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 of the Deposit Agreement4.04, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) in addition to any fee charged under clause 6 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 of the Deposit Agreement 4.06 and shall be payable collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement2.09, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.

Appears in 1 contract

Samples: Deposit Agreement (Inversiones Aguas Metropolitanas S.A.)

Charges of Depositary. The Company agrees to pay the fees, fees and reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement 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 4.3 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 under the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of 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 of the Deposit Agreement, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 (7) treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, 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 of the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares8.

Appears in 1 contract

Samples: Genesys Sa

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. 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 of the Deposit Agreement4.03), 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.05, (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 of the Deposit Agreement 4.04 and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 2.05 or 6.2 of the Deposit Agreement6.02, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 of the Deposit Agreement4.04 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, Owners and (8) 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 of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 terms of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions)Agreement. The Depositary, subject to Section 2.9 of the Deposit Agreement2.09 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.

Appears in 1 contract

Samples: Deposit Agreement (Insignia Solutions 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 4.3 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 under the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­ment, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of 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 of the Deposit Agreement, (6) to the extent permitted by the exchange on which the American Depositary Shares may be listed for trading, a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) to the extent permitted by the exchange on which the American Depositary Shares may be listed for trading, in addition to any fee charged under clause 6, a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause (9) below; 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 of 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 1 contract

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

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The 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 of the Deposit Agreement4.3), 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the 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 of the Deposit Agreement4.5, (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 of the Deposit Agreement and the surrender of American Depositary Shares pursuant to Section 2.5 2.6 or 6.2 of the Deposit Agreement6.2, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the this Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreementhereof, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.2, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) in addition to any fee charged under clause 6, a fee of $.02 or less per American Depositary Share (or portion thereof) per annum for depositary services, which will 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 of the Deposit Agreement 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 of the Deposit Agreement5.9 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 the Company once every three months. The charges and expenses of the Custodian Custodian, any co-Registrar or co-transfer agents are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering 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 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 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 under the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of American Depositary Shares Receipts pursuant to Section 2.32.3 of the Deposit Agreement, the execution and delivery of Receipts pursuant to Section 4.3 or 4.4 of the Deposit Agreement and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 6.2 of the Deposit Agreement, Agreement and (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreementfor, includingand deduct such fee from, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, (7) a fee for the distribution of securities proceeds pursuant to Section 4.2 4.4 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery issuance of American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners of such securities (for purposes Shares received in exercise of this clause 7 treating all such securities as if they were Shares) rights distributed to them pursuant to Section 4.4 of the Deposit Agreement, but which securities rights are instead distributed by the Depositary to Owners, (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, any of and the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions)net proceeds distributed. The Depositary, subject to Section 2.9 of the Deposit AgreementParagraph (8) hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.

Appears in 1 contract

Samples: Deposit Agreement (Telecom Corp of New Zealand 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 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 under the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.5, (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 6.2 of the Deposit Agreement, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, and (8) 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 of 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, 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 4.3 of the Deposit Agreement4.03), 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.05, (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 of the Deposit Agreement 4.04 and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 2.05 or 6.2 of the Deposit Agreement6.02, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 of the Deposit Agreement4.04 hereof, (7) a fee for the distribution of securities or rights pursuant to Section 4.2 of the Deposit Agreement4.02 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 of the Deposit Agreement 4.06 and shall be payable collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement2.09 hereof, may own and deal deal, in accordance with applicable law, in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.

Appears in 1 contract

Samples: Deposit Agreement (I Cable Communications 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 of American Depositary Shares pursuant to Section 4.3 of the Deposit Agreement4.03), 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement, 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 of the Deposit Agreement 4.04, and the surrender of American Depositary Shares pursuant to Section 2.5 2.05 or 6.2 of the Deposit Agreement6.02, (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 the Deposit Agreementcash dividends, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 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 of the Deposit Agreement 4.06 and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement2.09 hereof, may own and deal in any class of securities of the Company Issuer and its affiliates and in American Depositary SharesReceipts.

Appears in 1 contract

Samples: Deposit Agreement (Perdigao 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 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 4.3 of the Deposit Agreement4.03), 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.05, (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 of the Deposit Agreement 4.04 and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 2.05 or 6.2 of the Deposit Agreement6.02, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 of the Deposit Agreement4.04 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, Owners and (8) 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 4.06 and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement2.09 hereof, may own and deal in any class of securities of the Company Issuer and its affiliates and in American Depositary SharesReceipts.

Appears in 1 contract

Samples: Deposit Agreement (Starpharma Holdings 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 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes, stamp duties, stamp duty reserve 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­mentAgreement, (4) such reasonable expenses as are incurred by the Depositary in the conversion of foreign currency Foreign Currency pursuant to Section 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of American Depositary Shares Receipts pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement 4.4, and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 or 6.2 of the Deposit Agreement, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, Agreement including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreementthereof, (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 4.2 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 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit AgreementArticle (8) hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.

Appears in 1 contract

Samples: Deposit Agreement (Ohsea Holdings 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 issuances 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 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 under the terms of the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in connection with the conversion of foreign currency pursuant to Section 4.5 into U.S. dollars, JPMorgan Chase Bank, N.A. (“JPMorgan”) shall deduct out of such foreign currency the Deposit Agreementfees, expenses and other charges charged by it and/or its agent (which may be a division, branch or affiliate) so appointed in connection with such conversion , (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of 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 of the Deposit Agreement, (6) a fee of $.02 .05 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) ), but which securities are instead distributed by the Depositary to Owners, and (8) a fee for the reimbursement of $.02 or less per American Depositary Share (or portion thereof) for depositary servicessuch fees, which will accrue on the last day of each calendar year charges and which will be payable expenses as provided in clause (9) below; and (9) any other charges payable are incurred by the Depositary, Depositary and/or any of its agents (including, without limitation, the Depositary's agents, including the Custodian, Custodian and expenses incurred on behalf of Owners in connection with compliance with foreign exchange control regulations or the agents of the Depositary's agents any law or regulation relating to foreign investment) in connection with the servicing of the Shares or other Deposited Securities, the sale of securities (including, without limitation, Deposited Securities), the delivery of Deposited Securities or otherwise in connection with the Depositary's or its Custodian's compliance with applicable law, rule or regulation (which charge fees and charges shall be assessed on a proportionate basis against Owners as of the record date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). JPMorgan and/or its agent may act as principal for such conversion of foreign currency. Such charges may at any time and from time to time be changed by agreement between the Company and the Depositary. For further details see hxxxx://xxx.xxx.xxx.XXXxxxxx Chase Bank, N.A. The Depositary, subject to Section 2.9 of the Deposit AgreementArticle 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts. 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 SharesReceipt 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 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 of the Deposit Agreement4.3), 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.5, (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 of the Deposit Agreement and the surrender of American Depositary Shares pursuant to Section 2.5 or 6.2 of the Deposit Agreement6.2, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreementhereof, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.2, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) in addition to any fee charged under clause 6, a fee of $.02 or less per American Depositary Share (or portion thereof) 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 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreementhereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.

Appears in 1 contract

Samples: Deposit Agreement (Simcere Pharmaceutical Group)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. 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 of the Deposit Agreement4.03), 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.05, (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 of the Deposit Agreement 4.04 and the surrender of American Depositary Shares pursuant to Section 2.5 2.05 or 6.2 of the Deposit Agreement6.02, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the this Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 of the Deposit Agreement4.04 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) in addition to any fee charged under clause 6, a fee of $.02 or less per American Depositary Share (or portion thereof) 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 of the Deposit Agreement 4.06 and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement2.09 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.

Appears in 1 contract

Samples: Deposit Agreement (Agria Corp)

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 4.3 of the Deposit Agreement4.03), 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 under the Deposit Agreementhereunder, (3) such cable, telex cable and facsimile transmission expenses as are expressly provided in the this Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.05, (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 of the Deposit Agreement 4.04 and the surrender of American Depositary Shares pursuant to Section 2.5 2.05 or 6.2 of the Deposit Agreement6.02, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the this Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 of the Deposit Agreement4.04 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which 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 of the Deposit Agreement 4.06 and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement2.09 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.

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 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 4.3 of the Deposit Agreement4.03 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 under the Deposit Agreementhereunder, (34) such cable, telex and facsimile transmission expenses as are expressly provided in the 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 4.5 of the Deposit Agreement4.05, (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 of the Deposit Agreement and the surrender of American Depositary Shares pursuant to Section 2.5 or 6.2 of the Deposit Agreement, (6) a fee not in excess of $.02 or less U.S.$.02 per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, Agreement including, but not limited to to, Sections 4.1 4.01 through 4.4 4.04 hereof, except for distributions of the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause (9) below; and (9) any other charges payable by the Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions)dividends. The Depositary, subject to Section 2.9 of the Deposit Agreement2.09 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

Samples: Deposit Agreement (American Beverage Co Ambev)

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 of the Deposit Agreement4.3), 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.5, (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 of the Deposit Agreement and the surrender of American Depositary Shares pursuant to Section 2.5 or 6.2 of the Deposit Agreement6.2, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreementhereof, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.2, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) in addition to any fee charged under clause 6, a fee of $.02 or less per American Depositary Share (or portion thereof) 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 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreementhereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.

Appears in 1 contract

Samples: Deposit Agreement (Simcere Pharmaceutical Group)

Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. 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 of the Deposit Agreement‎Section 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 under the Deposit Agreementhereunder, (3) such cable, telex cable (including SWIFT) and facsimile transmission expenses as are expressly provided in the this Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement‎Section 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 of the Deposit Agreement ‎4.04 and the surrender of American Depositary Shares pursuant to Section 2.5 ‎Section 2.05 or 6.2 of the Deposit Agreement‎6.02, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the this Deposit Agreement, including, but not limited to Sections 4.1 ‎4.01 through 4.4 of the Deposit Agreement‎4.04 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement‎Section 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 of the Deposit Agreement ‎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 of the Deposit Agreement‎Section 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 4.3 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 under the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.5, (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 6.2 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 of Agreement and which will be payable in the Deposit Agreementmanner described in clause (9) below, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.2, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 (7) treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to OwnersHolders, (8) to the extent the Depositary has not collected a fee of $0.02 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 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners Holders for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of 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 has agreed to pay the fees, reasonable expenses and out-of-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 will 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 will 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 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 under the terms of the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency Foreign Currency pursuant to Section 4.5 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of 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 6.2 6.02 of the Deposit Agreement, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 4.04 of the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.2 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 (7) treating all such securities as if they were Shares) ), but which securities are instead distributed by the Depositary to Owners, 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 of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 terms of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions)Agreement. The Depositary, subject to Section 2.9 of the Deposit AgreementArticle 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.

Appears in 1 contract

Samples: Deposit Agreement (Akbank T.A.S.)

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 of the Deposit Agreement4.03), 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.05, (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 of the Deposit Agreement 4.04 and the surrender of American Depositary Shares pursuant to Section 2.5 2.05 or 6.2 of the Deposit Agreement6.02, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the this Deposit Agreement, including, but not limited to Sections 4.1 4.01 through 4.4 of the Deposit Agreement4.04 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) in addition to any fee charged under clause 6, a fee of $.02 or less per American Depositary Share (or portion thereof) 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 of the Deposit Agreement 4.06 and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement2.09 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.

Appears in 1 contract

Samples: Deposit Agreement (Royal Bank of Scotland Group PLC)

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 4.3 of the Deposit Agreement4.03 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 under the Deposit Agreementhereunder, (34) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­mentAgreement, (45) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit 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 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of American Depositary Shares pursuant to Section 2.5 or 6.2 of the Deposit Agreement4.05, (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 of the Deposit Agreement4.04 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) in addition to any fee charged under clause 6, a fee of $.02 or less per American Depositary Share (or portion thereof) 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 of the Deposit Agreement 4.06 and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary 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 of the Deposit Agreement2.09 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 4.3 of the Deposit Agreement4.03), 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­ment, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.05, (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 of the Deposit Agreement 4.04 and the surrender of American Depositary Shares Receipts pursuant to Section 2.5 2.05 or 6.2 of the Deposit Agreement6.02, (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 of the Deposit Agreement4.04 hereof, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause (9) below; provided, however, that no fee will be assessed under this clause (8) 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 4.06 and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement2.09 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.

Appears in 1 contract

Samples: Deposit Agreement (China Oilfield Services LTD/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 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 of the Deposit Agreement4.3), 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­ment, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.5, (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 6.2 of the Deposit Agreement6.2, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreementhereof, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.2, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, and (8) 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 of the Deposit Agreementhereof, 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 (Fullcast Co., Ltd.)

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 4.3 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 under the terms of the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of 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 of the Deposit Agreement, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) ), but which securities are instead distributed by the Depositary to Owners, (8) a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause (9) below; provided, however, that no fee will be assessed under this clause (8) to the extent 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 AgreementArticle 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 (XTL Biopharmaceuticals 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 of the Deposit Agreement), 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 under the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agree­mentAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5 of the Deposit Agreement4.05, (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 of the Deposit Agreement and the surrender of American Depositary Shares pursuant to Section 2.5 or 6.2 of the Deposit Agreement4.08, (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 of the Deposit Agreement4.04, (7) a fee for the distribution of securities pursuant to Section 4.2 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, Owners and (8) 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 of the Deposit Agreement 4.06 and shall be payable collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting deducing such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement2.09, may own and deal in any class of securities of the Company and its affiliates and in American Depositary SharesReceipts.

Appears in 1 contract

Samples: Deposit Agreement (Corpbanca/Fi)

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