Charges of Depositary. The Company agrees to pay the fees and reasonable out-of-pocket 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 detailed statements for such 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 or 4.03 and the surrender of Receipts pursuant to Section 2.05 and (6) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectively, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance of American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners of securities (for purposes of this clause 6 treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights are instead sold by the Depositary and the net proceeds distributed and (ii) the amount of such proceeds.
Appears in 14 contracts
Samples: Deposit Agreement (Embratel Participacoes Sa), Deposit Agreement (Tele Norte Leste Participacoes Sa), Deposit Agreement (Telesp Holding Co)
Charges of Depositary. The Company agrees to pay the fees and reasonable out-of-pocket 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 detailed statements statement for such 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.034.03 of the Deposit Agreement), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunderunder the terms of the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.054.05 of the Deposit Agreement, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 or 4.03 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.05 of the Deposit Agreement and (6) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section Sections 4.02 or 4.04, respectively, of the Deposit Agreement, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance of American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners of securities (for purposes of this clause 6 treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section Sections 4.02 or 4.04, respectively, but which securities or rights are instead sold by the Depositary and the net proceeds distributed and (ii) the amount of such proceeds. The Depositary, subject to Article 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.
Appears in 13 contracts
Samples: Deposit Agreement (Embratel Participacoes Sa), Deposit Agreement (Tele Centro Oeste Celular Participacoes), Deposit Agreement (Telesp Holding Co)
Charges of Depositary. The Company Issuer agrees to pay the fees fees, reasonable expenses and reasonable out-of-pocket expenses 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 detailed statements its statement for such charges and expenses to the Company at least Issuer once every three months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split under the Japanese Commercial Code referred to in Section 4.3 of the Deposit Agreement declared by the Company Issuer or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.034.3), whichever or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company Issuer or Foreign Registrar and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.054.5, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 Section 2.3, 4.3 or 4.03 4.4 and the surrender of Receipts pursuant to Section 2.05 and 2.5 or 6.2, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 hereof, (7) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectively4.2, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance execution and delivery of American Depositary Shares referred to in clause (5) above which would have been charged as a result of the deposit by Owners of such securities (for purposes of this clause 6 (7) treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights are instead sold 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 the net proceeds distributed 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 (ii9) any other charge payable by the amount Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 and shall be payable at the sole discretion of the Depositary by billing such proceedsOwners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 hereof, may own and deal in any class of securities of the Issuer and its affiliates and in Receipts.
Appears in 7 contracts
Samples: Deposit Agreement (Sega Corporation/Fi), Deposit Agreement (Sega Sammy Holdings Inc.), Deposit Agreement (Bank of New York / Adr Division)
Charges of Depositary. The Company agrees Depositary may collect from (i) each person to pay whom ADSs are issued, including, without limitation, issuances against deposits of Shares, issuances in respect of Share Distributions, Rights and Other Distributions (as such terms are defined in paragraph (10)), issuances pursuant to a stock dividend or stock split declared by the fees Company, or issuances pursuant to a merger, exchange of securities or any other transaction or event affecting the ADSs or the Deposited Securities, and reasonable out-of-pocket expenses (ii) each person surrendering ADSs for withdrawal of Deposited Securities or whose ADSs are cancelled or reduced for any other reason, U.S.$5.00 for each 100 ADSs (or portion thereof) issued, delivered, reduced, cancelled or surrendered (as 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 timecase may be). The Depositary shall present detailed statements for may sell (by public or private sale) sufficient securities and property received in respect of Share Distributions, Rights and Other Distributions prior to such expenses deposit to the Company at least 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by the Holders, by any party depositing or withdrawing Shares or by any party surrendering Receipts or ADSs, to whom Receipts ADSs are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts ADSs or the Deposited Securities or a distribution of Receipts ADSs pursuant to Section 4.03paragraph (10)), whichever applicable: is applicable (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05, (5i) a fee not in excess of $5.00 U.S.$0.02 or less per 100 American Depositary Shares ADS (or portion thereof) for the execution and delivery of Receipts any Cash distribution made pursuant to Sections 2.03 the Deposit Agreement, (ii) to the extent not prohibited by the rules of the primary stock exchange upon which the ADSs are listed, a fee of U.S.$1.50 per ADR or 4.03 and the surrender of Receipts ADRs for transfers made pursuant to Section 2.05 and paragraph (63) hereof, (iii) a fee for the distribution of proceeds of sales or sale of securities or rights pursuant to Section 4.02 or 4.04, respectivelyparagraph (10) hereof, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance execution and delivery of American Depositary Shares ADSs referred to above which would have been charged as a result of the deposit by Owners of such securities (for purposes of this clause 6 paragraph (7) treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights the net cash proceeds from the sale thereof are instead sold distributed by the Depositary to Holders entitled thereto, (iv) a fee of U.S.$0.02 per ADS (or portion thereof) in each calendar year for the services performed by the Depositary in administering the ADRs (which fee shall be assessed against Holders as of the record date or dates set by the Depositary not more than once each calendar year and shall be payable at the sole discretion of the Depositary by billing such Holders or by deducting such charge from one or more cash dividends or other cash distributions), and (v) such fees and expenses as are incurred by the Depositary (including without limitation expenses incurred on behalf of Holders in connection with compliance with foreign exchange control regulations or any law or regulation relating to foreign investment) in delivery of Deposited Securities or otherwise in connection with the Depositary's or its Custodian's compliance with applicable law, rule or regulation. 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, except (i) stock transfer or other taxes and other governmental charges (which are payable by Holders or persons depositing Shares), (ii) cable, telex and facsimile transmission and delivery charges incurred at the request of persons depositing, or Holders delivering Shares, ADRs or Deposited Securities (which are payable by such persons or Holders), (iii) transfer or registration fees for the registration or transfer of Deposited Securities on any applicable register in connection with the deposit or withdrawal of Deposited Securities (which are payable by persons depositing Shares or Holders withdrawing Deposited Securities; there are no such fees in respect of the Shares as of the date of the Deposit Agreement), (iv) expenses of the Depositary in connection with the conversion of foreign currency into U.S. dollars (which are paid out of such foreign currency), and (v) any other charge payable by any of the Depositary, any of the Depositary’s agents, including, without limitation, the Custodian, or the agents of the Depositary’s agents in connection with the servicing of the Shares or other Deposited Securities (which charge shall be assessed against Holders as of the record date or dates set by the Depositary and shall be payable at the net proceeds distributed sole discretion of the Depositary by billing such Holders or by deducting such charge from one or more cash dividends or other cash distributions). Such charges may at any time and (ii) from time to time be changed by agreement between the amount of such proceedsCompany and the Depositary.
Appears in 6 contracts
Samples: Deposit Agreement (LDK Solar Co., Ltd.), Deposit Agreement (Brazilian Petroleum Corp), Deposit Agreement (Brazilian Petroleum Corp)
Charges of Depositary. The Company agrees to will not pay the fees and reasonable out-of-pocket any fees, expenses 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 detailed statements its statement for such charges and expenses to the Company at least 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 or the rules of any securities and stock exchange on which the American Depositary Shares are admitted for trading) regulations shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.034.03 of the Deposit Agreement), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company (or Foreign Registrar the appointed agent of the Company for transfer and registration of the Shares) and accordingly applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunderunder the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit AgreementAgreement to be at the expense of persons depositing Shares or Owners, (4) such reasonable out-of-pocket expenses as are incurred by the Depositary in the conversion of foreign currency Foreign Currency pursuant to Section 4.054.05 of the Deposit Agreement, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections Section 2.03 or of the Deposit Agreement, the execution and delivery of Receipts pursuant to Section 4.03 of the Deposit Agreement, and the surrender of Receipts pursuant to Section 2.05 of the Deposit Agreement, (6) a fee not in excess of $.02 per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement including, but not limited to Sections 4.01 through 4.04 thereof, except for distributions of cash dividends, and (67) a fee for the distribution of proceeds of sales of securities or rights pursuant to Sections 4.02 of the Deposit Agreement or Section 4.02 or 4.044.04 of the Deposit Agreement, respectively, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance of American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners of securities (for purposes of this clause 6 (7) treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section Sections 4.02 or 4.044.04 of the Deposit Agreement, respectively, but which securities or rights are instead sold by the Depositary Depositary, and the net proceeds distributed and (ii) the amount of such proceeds. The Depositary, subject to compliance with all applicable laws, rules and regulations and subject to Section 2.09 of the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in Receipts.
Appears in 5 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Sappi LTD), Deposit Agreement (Sappi LTD)
Charges of Depositary. The Company agrees Depositary may charge each person to pay the fees whom ADSs are issued against deposits of Shares, including deposits in respect of Share Distributions, Rights and reasonable out-of-pocket expenses Other Distributions (as such terms are defined in paragraph (10)), and each person surrendering ADSs for withdrawal 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 timeDeposited Securities, U.S. $5.00 for each 100 ADSs (or portion thereof) delivered or surrendered. The Depositary shall present detailed statements for may sell (by public or private sale) sufficient securities and property received in respect of Share Distributions, Rights and Other Distributions prior to such expenses deposit to the Company at least 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by the Holders, by any party depositing or withdrawing Shares or by any party surrendering Receipts ADRs or to whom Receipts ADRs are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts ADRs or the Deposited Securities or a distribution of Receipts ADRs pursuant to Section 4.03paragraph (10)), whichever applicable: is applicable (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05, (5i) a fee not in excess of $5.00 .02 or less per 100 American Depositary Shares ADS (or portion thereof) for the execution and delivery of Receipts any Cash distribution made pursuant to Sections 2.03 the Deposit Agreement, (ii) to the extent not prohibited by the rules of any stock exchange or 4.03 and interdealer quotation system upon which the surrender ADSs are traded, a fee of Receipts $1.50 per ADR or ADRs for transfers made pursuant to Section 2.05 and paragraph (63) hereof, (iii) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectivelyparagraph (10) hereof, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance execution and delivery of American Depositary Shares ADSs referred to above which would have been charged as a result of the deposit by Owners of such securities (for purposes of this clause 6 paragraph (7) treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights the net cash proceeds from the sale thereof are instead sold distributed by the Depositary to Holders entitled thereto, or (iv) such fees and expenses as are incurred by the Depositary (including without limitation expenses incurred on behalf of Holders in connection with compliance with foreign exchange control regulations or any law or regulation relating to foreign investment) in delivery of Deposited Securities or otherwise in connection with the Depositary's or its Custodian's compliance with applicable law, rule or regulation. 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 net proceeds distributed Depositary, except (i) stock transfer or other taxes and other governmental charges (which are payable by Holders or persons depositing Shares), (ii) cable, telex and facsimile transmission and delivery charges incurred at the amount request of persons depositing, or Holders delivering Shares, ADRs or Deposited Securities (which are payable by such persons or Holders), (iii) transfer or registration fees for the registration of transfer of Deposited Securities on any applicable register in connection with the deposit or withdrawal of Deposited Securities (which are payable by persons depositing Shares or Holders withdrawing Deposited Securities; there are no such fees in respect of the Shares as of the date of the Deposit Agreement), and (iv) expenses of the Depositary in connection with the conversion of foreign currency into U.S. dollars (which are paid out of such proceedsforeign currency). These charges may be changed in the manner indicated in paragraph (16).
Appears in 5 contracts
Samples: Deposit Agreement (China Life Insurance Co LTD), Deposit Agreement (Semiconductor Manufacturing International Corp), Deposit Agreement (China Life Insurance Co LTD)
Charges of Depositary. The Company agrees to will not pay the fees and reasonable out-of-pocket any fees, expenses 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 detailed statements its statement for such charges and expenses to the Company at least 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 or the rules of any securities and stock exchange on which the American Depositary Shares are admitted for trading) regulations shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company (or Foreign Registrar the appointed agent of the Company for transfer and registration of the Shares) and accordingly applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement to be at the expense of persons depositing Shares or Owners, (4) such reasonable out-of-pocket expenses as are incurred by the Depositary in the conversion of foreign currency Foreign Currency pursuant to Section 4.05, 4.05 (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 or 4.03 Section 2.03, the execution and delivery of Receipts pursuant to Section 4.03, and the surrender of Receipts pursuant to Section 2.05 2.05, (6) a fee not in excess of $.02 per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement including, but not limited to Sections 4.01 through 4.04 hereof, except for distributions of cash dividends, and (67) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section Sections 4.02 or 4.04, respectively, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance of American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners of securities (for purposes of this clause 6 (7) treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section Sections 4.02 or 4.04, respectively, but which securities or rights are instead sold by the Depositary Depositary, and the net proceeds distributed and (ii) the amount of such proceeds. The Depositary, subject to compliance with all applicable laws, rules and regulations and subject to Section 2.09 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.
Appears in 5 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Sappi LTD), Deposit Agreement (Sappi LTD)
Charges of Depositary. The Company agrees to pay the fees and reasonable out-of-pocket expenses of the Depositary and those of any Registrar only in accordance with written agreements in writing to be entered into between the Depositary Company and the Depositary; provided, however, that the Company shall not pay or be liable for (1) the fees of the Depositary for the execution and delivery of Receipts pursuant to Section 2.03, the surrender of Receipts pursuant to Section 2.05 and the distribution of proceeds pursuant to Section 4.04 as hereinafter described, (2) taxes and other governmental charges, (3) such registration fees as may from time to timetime be in effect for the registration of transfers of Shares generally on the share register of the Company (or the 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 the Custodian on the making of deposits or withdrawals hereunder, (4) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement to be at the expense of the person depositing Shares or the Owners, and (5) such expenses an are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05. Any written agreement signed by the Company and the Depositary relating to the Depositary's fees and expenses under this Deposit Agreement shall be binding upon the Company and the Depositary until it is expressly amended or superseded by a subsequent written agreement, irrespective of whether such agreement was entered into prior to, simultaneously with or subsequent to this Deposit Agreement, and notwithstanding any provision of this Deposit Agreement that might be construed to be inconsistent with such agreement. The Depositary shall present detailed statements 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.034.03 hereof), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share share register of the Company or Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided for in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 or Section 2.03, the execution and delivery of Receipts pursuant to Section 4.03 and the surrender of Receipts pursuant to Section 2.05 and (6) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectivelysuch fee, such fee (which may be deducted from such proceeds) , being in an amount equal to the lesser of (i) the fee for the issuance of American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners of securities (for purposes of this clause 6 treating all such securities as if they were Shares) or Shares 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 sold by the Depositary Depositary, and the net proceeds distributed distributed. The Depositary, subject to the Company’s statuts and (ii) Section 2.09 hereof, may own and deal in any class of securities of the amount of such proceedsCompany and its affiliates and in Receipts.
Appears in 4 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Total Sa), Deposit Agreement (Total Sa)
Charges of Depositary. The Depositary may charge each person to whom ADRs are issued against deposits of Shares, including deposits in respect of Share Distributions, Rights and Other Distributions (as such terms are defined in paragraph (10)), and each person surrendering ADRs for withdrawal of Deposited Securities (including, without limitation, on the termination of the Deposit Agreement), U.S.$5.00 for each 100 ADSs (or portion thereof) evidenced by the ADRs delivered or surrendered. The Depositary may sell (by public or private sale) sufficient securities and property received in respect of Share Distributions, Rights and Other Distributions prior to such deposit or delivery of ADRs or Deposited Securities, as the case may be, to pay such charge. The Depositary may charge, in each case to the extent not prohibited by the rules of the primary stock exchange upon which the ADRs are traded, to any Holder (i) a fee not in excess of U.S. $0.02 per ADS held for the distribution of cash proceeds, including cash dividends or sale of rights and other entitlements, not made pursuant to a cancellation or withdrawal, and (ii) for the operation and maintenance services provided by the Depositary in administering the ADRs an annual fee of U.S.$0.02 or less per ADS; provided, however, that no charge will be assessed under this clause (ii) to the extent a fee of $.02 was charged pursuant to clause (i) above during that calendar year. The Company agrees to will pay the fees all other charges and reasonable out-of-pocket expenses of the Depositary and those any agent of any Registrar only in accordance with agreements in writing entered into between the Depositary and (except the Company Custodian) pursuant to agreements from time to time. The Depositary shall present detailed statements for such expenses to time between the Company and the Depositary, except (i) stock transfer or other taxes and other governmental charges (which are payable by Holders or persons depositing Shares), (ii) cable, telex and facsimile transmission and delivery charges incurred at least once every three monthsthe request of persons depositing, or Holders delivering Shares, ADRs or Deposited Securities (which are payable by such persons or Holders), (iii) transfer or registration fees for the registration of transfer of Deposited Securities on any applicable register in connection with the deposit or withdrawal of Deposited Securities (which are payable by persons depositing Shares or Holders withdrawing Deposited Securities; there are no such fees in respect of the Shares as of the date of the Deposit Agreement), (iv) expenses of the Depositary in connection with the conversion of foreign currency into U.S. dollars (which are paid out of such foreign currency) and (v) such fees and expenses as are incurred by the Depositary (including without limitation expenses incurred on behalf of Holders in connection with compliance with foreign exchange control regulations or any law or regulation relating to foreign investment) in delivery of Deposited Securities or otherwise in connection with the Depositary’s or its Custodian’s compliance with applicable law, rule or regulation. These charges may be changed in the manner indicated in paragraph (16). The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 or 4.03 and the surrender of Receipts pursuant to Section 2.05 and (6) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectively, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance of American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners of securities (for purposes of this clause 6 treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights are instead sold by the Depositary and the net proceeds distributed and (ii) the amount of such proceeds.
Appears in 4 contracts
Samples: Deposit Agreement (Fiat S P A), Deposit Agreement (Fiat S P A), Deposit Agreement (Fiat S P A)
Charges of Depositary. The Company agrees to pay the fees fees, reasonable expenses and reasonable out-of-pocket expenses 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 detailed statements 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.034.03 of the Deposit Agreement), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunderunder the terms of the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.054.05 of the Deposit Agreement, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 or 4.03 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.05 and of the Deposit Agreement, (6) a fee not in excess of $2.00 or less per 100 American Depositary Receipts for any cash distribution pursuant to Section 4.01 and (7) a fee for, and deduct such fee from, the distribution of proceeds of sales of securities or rights pursuant to Section Sections 4.02 or 4.04, respectively, of the Deposit Agreement, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance of American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners of securities (for purposes of this clause 6 7 treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section Sections 4.02 or 4.04, respectively, but which securities or rights are instead sold by the Depositary and the net proceeds distributed distributed. The Depositary, subject to Article 8 hereof, may own and (ii) deal in any class of securities of the amount of such proceedsCompany and its affiliates and in Receipts.
Appears in 4 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)
Charges of Depositary. The Company agrees Depositary may collect from (i) each person to pay whom ADSs are issued, including, without limitation, issuances against deposits of Shares, issuances in respect of Share Distributions, Rights and Other Distributions (as such terms are defined in paragraph (10)), issuances pursuant to a stock dividend or stock split declared by the fees Company, or issuances pursuant to a merger, exchange of securities or any other transaction or event affecting the ADSs or the Deposited Securities, and reasonable out-of-pocket expenses (ii) each person surrendering ADSs for withdrawal of Deposited Securities or whose ADSs are cancelled or reduced for any other reason, U.S.$5.00 for each 100 ADSs (or portion thereof) issued, delivered, reduced, cancelled or surrendered (as 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 timecase may be). The Depositary shall present detailed statements for may sell (by public or private sale) sufficient securities and property received in respect of Share Distributions, Rights and Other Distributions prior to such expenses deposit to the Company at least 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by the Holders, by any party depositing or withdrawing Shares or by any party surrendering Receipts or ADSs, to whom Receipts ADSs are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts ADSs or the Deposited Securities or a distribution of Receipts ADSs pursuant to Section 4.03paragraph (10)), whichever applicable: is applicable (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05, (5i) a fee not in excess of $5.00 U.S.$0.02 or less per 100 American Depositary Shares ADS (or portion thereof) for the execution and delivery of Receipts any Cash distribution made pursuant to Sections 2.03 the Deposit Agreement, (ii) to the extent not prohibited by the rules of the primary stock exchange upon which the ADSs are listed, a fee of U.S.$1.50 per ADR or 4.03 and the surrender of Receipts ADRs for transfers made pursuant to Section 2.05 and paragraph (63) hereof, (iii) a fee for the distribution of proceeds of sales or sale of securities or rights pursuant to Section 4.02 or 4.04, respectivelyparagraph (10) hereof, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance execution and delivery of American Depositary Shares ADSs referred to above which would have been charged as a result of the deposit by Owners of such securities (for purposes of this clause 6 paragraph (7) treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights the net cash proceeds from the sale thereof are instead sold distributed by the Depositary to Holders entitled thereto, (iv) a fee of U.S.$0.02 per ADS (or portion thereof) per year for the services performed by the Depositary in administering the ADRs (which fee shall be assessed against Holders as of the record date or dates set by the Depositary and shall be payable at the net proceeds distributed sole discretion of the Depositary by billing such Holders or by deducting such charge from one or more cash dividends or other cash distributions), and (v) such fees and expenses as are incurred by the Depositary (including without limitation expenses incurred on behalf of Holders in connection with compliance with foreign exchange control regulations or any law or regulation relating to foreign investment) in delivery of Deposited Securities or otherwise in connection with the Depositary's or its Custodian's compliance with applicable law, rule or regulation. 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, except (i) stock transfer or other taxes and other governmental charges (which are payable by Holders or persons depositing Shares), (ii) cable, telex and facsimile transmission and delivery charges incurred at the amount request of persons depositing, or Holders delivering Shares, ADRs or Deposited Securities (which are payable by such persons or Holders), (iii) transfer or registration fees for the registration or transfer of Deposited Securities on any applicable register in connection with the deposit or withdrawal of Deposited Securities (which are payable by persons depositing Shares or Holders withdrawing Deposited Securities; there are no such fees in respect of the Shares as of the date of the Deposit Agreement), (iv) expenses of the Depositary in connection with the conversion of foreign currency into U.S. dollars (which are paid out of such proceedsforeign currency), and (v) any other charge payable by any of the Depositary, any of the Depositary’s agents, including, without limitation, the custodian, or the agents of the Depositary’s agents in connection with the servicing of the Shares or other Deposited Securities (which charge shall be assessed against Holders 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 Holders or by deducting such charge from one or more cash dividends or other cash distributions). Such charges may at any time and from time to time be changed by agreement between the Company and the Depositary.
Appears in 4 contracts
Samples: Deposit Agreement (Centrais Eletricas Brasileiras Sa Eletrobras), Deposit Agreement (Centrais Eletricas Brasileiras Sa Eletrobras), Deposit Agreement (Centrais Eletricas Brasileiras Sa Eletrobras)
Charges of Depositary. The Company agrees to pay the fees and reasonable out-of-pocket 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 detailed statements for such expenses be entitled to receive the Company at least once every three months. The charges following remuneration and expenses reimbursement in respect of its services under this agreement (a) from the Custodian are for the sole account of the Depositary. The following charges Registered Holder (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03), whichever applicable: (1i) taxes and other governmental charges, ; (2ii) 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 share register of the Company (or Foreign Registrar any appointed agent of the Company for transfer and registration of Shares which may be the Registrar) and accordingly applicable to transfers transfer of Shares to the name of the Depositary Depositary, a Custodian or its nominee their nominees or the Custodian or its nominee person who makes a withdrawal of Shares, on the making of deposits or withdrawals hereunder, pursuant to Sections 2.02 or 2.05 of the Deposit Agreement; (3iii) such cable, telex and telex, facsimile transmission and delivery expenses as are expressly provided in this the Deposit Agreement, Agreement to be at the expense of persons depositing Shares or the Registered Holders; (4iv) such customary expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.054.08 of the Deposit Agreement (including, without limitation, expenses incurred on behalf of Registered Holders in connection with compliance with foreign exchange control restrictions); (5v) a fee not in excess of $5.00 or less per 100 American Depositary Shares Receipts (or portion thereof) for the execution issuance and delivery surrender, respectively of Receipts pursuant to Sections 2.03 the Deposit Agreement; (vi) a fee not in excess of $0.02 per American Depositary Share (or 4.03 and the surrender of Receipts portion thereof) held for any cash distribution made pursuant to Section 2.05 the Deposit Agreement; and (6vii) a fee for the distribution of proceeds of sales of securities or rights the Deposited Securities pursuant to Section 4.02 or 4.04, respectivelythe Deposit Agreement, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners of securities (for purposes of this clause 6 treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectivelysecurities, but which securities were instead distributed by the Depositary to Registered Holders, and (b) from the Company (i) such sums and amounts as may have been agreed between the Company and the Depositary; (ii) all reasonable costs in connection with the delivery of information under sections 4.10 and 5.06 of the Deposit Agreement; and (iii) in respect of any exceptional fees, taxes, duties, charges, costs and expenses which the Depositary finds it necessary or rights are instead sold by desirable or is required to undertake or to pay in the performance of its obligations under this agreement, such additional remuneration as shall be agreed between the Depositary and the net proceeds distributed Company. Subject to the above paragraph all fees, taxes, duties, charges, costs and (ii) expenses which are payable by the amount of such proceedsCompany shall be paid by the Company to the Depositary upon demand therefor.
Appears in 4 contracts
Samples: Deposit Agreement (Infosys Technologies LTD), Deposit Agreement (Infosys Technologies LTD), Deposit Agreement (Infosys Technologies LTD /Adr/)
Charges of Depositary. The Company agrees Depositary may collect from (i) each person to pay whom ADSs are issued, including, without limitation, issuances against deposits of Shares, issuances in respect of Share Distributions, Rights and Other Distributions (as such terms are defined in paragraph (11)), issuances pursuant to a stock dividend or stock split declared by the fees Company, or issuances pursuant to a merger, exchange of securities or any other transaction or event affecting the ADSs or the Deposited Securities, and reasonable out-of-pocket expenses (ii) each person surrendering ADSs for withdrawal of Deposited Securities or whose ADSs are cancelled or reduced for any other reason, up to U.S.$5.00 for each 100 ADSs (or portion thereof) issued, delivered, reduced, cancelled or surrendered (as 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 timecase may be). The Depositary shall present detailed statements for may sell (by public or private sale) sufficient securities and property received in respect of Share Distributions, Rights and Other Distributions prior to such expenses deposit to the Company at least 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by the Holders, by any party depositing or withdrawing Shares Shares, or by any party surrendering Receipts or ADSs, to whom Receipts ADSs are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts ADSs or the Deposited Securities or a distribution of Receipts ADSs pursuant to Section 4.03paragraph (11)), whichever applicable: is applicable (1i) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration an aggregate fee of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05, (5) a fee not in excess of $5.00 or less U.S.$0.03 per 100 American Depositary Shares ADS (or portion thereof) per calendar year for services performed by the execution depositary in administering the ADRs (which fee may be charged on a periodic basis during each calendar year and delivery shall be assessed against holders of Receipts ADRs as of the record date or record dates set by the depositary during each calendar year and shall be payable at the sole discretion of the Depositary by billing such Holders or by deducting such charge from one or more cash dividends or other cash distributions), (ii) to the extent not prohibited by the rules of the primary stock exchange upon which the ADSs are listed, a fee of U.S.$1.50 per ADR or ADRs for transfers made pursuant to Sections 2.03 or 4.03 and the surrender of Receipts pursuant to Section 2.05 and paragraph (63) hereof, (iii) a fee for the distribution of proceeds of sales or sale of securities or rights pursuant to Section 4.02 or 4.04, respectivelyparagraph (11) hereof, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance execution and delivery of American Depositary Shares ADSs referred to above which would have been charged as a result of the deposit by Owners of such securities (for purposes of this clause 6 paragraph (7) treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights the net cash proceeds from the sale thereof are instead sold distributed by the Depositary to Holders entitled thereto, and (iv) such fees and expenses as are incurred by the Depositary (including without limitation expenses incurred on behalf of Holders in connection with compliance with foreign exchange control regulations or any law or regulation relating to foreign investment) in delivery of Deposited Securities or otherwise in connection with the Depositary's or its Custodian's compliance with applicable law, rule or regulation. 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, except (i) stock transfer or other taxes and other governmental charges (which are payable by Holders or persons depositing Shares), (ii) cable, telex and facsimile transmission and delivery charges incurred at the request of persons depositing, or Holders delivering Shares, ADRs or Deposited Securities (which are payable by such persons or Holders), (iii) transfer or registration fees for the registration or transfer of Deposited Securities on any applicable register in connection with the deposit or withdrawal of Deposited Securities (which are payable by persons depositing Shares or Holders withdrawing Deposited Securities; there are no such fees in respect of the Shares as of the date of the Deposit Agreement), (iv) expenses of the Depositary in connection with the conversion of foreign currency into U.S. dollars (which are paid out of such foreign currency), and (v) any other charge payable by any of the Depositary, any of the Depositary’s agents, including, without limitation, the Custodian, or the agents of the Depositary’s agents in connection with the servicing of the Shares or other Deposited Securities (which charge shall be assessed against Holders as of the record date or dates set by the Depositary and shall be payable at the net proceeds distributed sole discretion of the Depositary by billing such Holders or by deducting such charge from one or more cash dividends or other cash distributions). Such charges may at any time and (ii) from time to time be changed by agreement between the amount of such proceedsCompany and the Depositary.
Appears in 4 contracts
Samples: Deposit Agreement (Open Joint Stock Co Dalsvyaz), Deposit Agreement (Joint Stock Central Telecommunication Co /Fi), Deposit Agreement (Open Joint Stock Co Electrosvyaz of Novosibirsk Region /Adr/)
Charges of Depositary. The Company agrees Depositary may charge each person to pay the fees whom ADSs are issued against deposits of Shares, including deposits in respect of Share Distributions, Rights and reasonable out-of-pocket expenses Other Distributions (as such terms are defined in paragraph (10)), and each person surrendering ADSs for withdrawal 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 timeDeposited Securities, U.S. $5.00 for each 100 ADSs (or portion thereof) delivered or surrendered. The Depositary shall present detailed statements for may sell (by public or private sale) sufficient securities and property received in respect of Share Distributions, Rights and Other Distributions prior to such expenses deposit to the Company at least 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by the Holders, by any party depositing or withdrawing Shares or by any party surrendering Receipts ADRs or to whom Receipts ADRs are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts ADRs or the Deposited Securities or a distribution of Receipts ADRs pursuant to Section 4.03paragraph (10)), whichever applicable: is applicable (1i) 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 the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred extent not prohibited by the Depositary in rules of any stock exchange or interdealer quotation system upon which the conversion of foreign currency pursuant to Section 4.05, (5) ADSs are traded a fee not in excess of $5.00 .02 or less per 100 American Depositary Shares ADS (or portion thereof) for the execution and delivery of Receipts any Cash distribution made pursuant to Sections 2.03 the Deposit Agreement, (ii) to the extent not prohibited by the rules of any stock exchange or 4.03 and interdealer quotation system upon which the surrender ADSs are traded, a fee of Receipts $1.50 per ADR or ADRs for transfers made pursuant to Section 2.05 paragraph (3) hereof and (6iii) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectivelyparagraph (10) hereof, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance execution and delivery of American Depositary Shares ADSs referred to above which would have been charged as a result of the deposit by Owners of such securities (for purposes of this clause 6 paragraph (7) treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights the net cash proceeds from the sale thereof are instead sold distributed by the Depositary to Holders entitled thereto. 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 net proceeds distributed Depositary, except (i) stock transfer or other taxes and other governmental charges (which are payable by Holders or persons depositing Shares), (ii) cable, telex and facsimile transmission and delivery charges incurred at the amount request of persons depositing, or Holders delivering Shares, ADRs or Deposited Securities (which are payable by such persons or Holders), (iii) transfer or registration fees for the registration of transfer of Deposited Securities on any applicable register in connection with the deposit or withdrawal of Deposited Securities (which are payable by persons depositing Shares or Holders withdrawing Deposited Securities; there are no such fees in respect of the Shares as of the date of the Deposit Agreement), (iv) expenses of the Depositary in connection with the conversion of foreign currency into U.S. dollars (which are paid out of such proceedsforeign currency) and (v) such fees and expenses as are incurred by the Depositary (including without limitation expenses incurred on behalf of Holders in connection with compliance with foreign exchange control regulations or any law or regulation relating to foreign investment) in delivery of Deposited Securities or otherwise in connection with the Depositary's or its Custodian's compliance with applicable law, rule or regulation. These charges may be changed in the manner indicated in paragraph (16).
Appears in 4 contracts
Samples: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary), Deposit Agreement (Omron Corp /Fi), Deposit Agreement (Omron Corp /Fi)
Charges of Depositary. The Company agrees Depositary may collect from (i) each person to pay whom ADSs are issued, including, without limitation, issuances against deposits of Shares, issuances in respect of Share Distributions, Rights and Other Distributions (as such terms are defined in paragraph (10)), issuances pursuant to a stock dividend or stock split declared by the fees Company, or issuances pursuant to a merger, exchange of securities or any other transaction or event affecting the ADSs or the Deposited Securities, and reasonable out-of-pocket expenses (ii) each person surrendering ADSs for withdrawal of Deposited Securities or whose ADSs are cancelled or reduced for any other reason, U.S.$5.00 for each 100 ADSs (or portion thereof) issued, delivered, reduced, cancelled or surrendered (as 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 timecase may be). The Depositary shall present detailed statements for may sell (by public or private sale) sufficient securities and property received in respect of Share Distributions, Rights and Other Distributions prior to such expenses deposit to the Company at least 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by the Holders, by any party depositing or withdrawing Shares or by any party surrendering Receipts or ADSs, to whom Receipts ADSs are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts ADSs or the Deposited Securities or a distribution of Receipts ADSs pursuant to Section 4.03paragraph (10)), whichever applicable: is applicable (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05, (5i) a fee not in excess of $5.00 U.S.$0.02 or less per 100 American Depositary Shares ADS (or portion thereof) for the execution and delivery of Receipts any Cash distribution made pursuant to Sections 2.03 the Deposit Agreement, (ii) to the extent not prohibited by the rules of the primary stock exchange upon which the ADSs are listed, a fee of U.S.$1.50 per ADR or 4.03 and the surrender of Receipts ADRs for transfers made pursuant to Section 2.05 and paragraph (63) hereof, (iii) a fee for the distribution of proceeds of sales or sale of securities or rights pursuant to Section 4.02 or 4.04, respectivelyparagraph (10) hereof, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance execution and delivery of American Depositary Shares ADSs referred to above which would have been charged as a result of the deposit by Owners of such securities (for purposes of this clause 6 paragraph (7) treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights the net cash proceeds from the sale thereof are instead sold distributed by the Depositary to Holders entitled thereto, (iv) a fee of U.S.$0.02 per ADS (or portion thereof) in each calendar year for the services performed by the Depositary in administering the ADRs (which fee shall be assessed against Holders as of the record date or dates set by the Depositary not more than once each calendar year and shall be payable at the sole discretion of the Depositary by billing such Holders or by deducting such charge from one or more cash dividends or other cash distributions), and (v) such fees and expenses as are incurred by the Depositary (including without limitation expenses incurred on behalf of Holders in connection with compliance with foreign exchange control regulations or any law or regulation relating to foreign investment) in delivery of Deposited Securities or otherwise in connection with the Depositary’s or its Custodian’s compliance with applicable law, rule or regulation. 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, except (i) stock transfer or other taxes and other governmental charges (which are payable by Holders or persons depositing Shares), (ii) cable, telex and facsimile transmission and delivery charges incurred at the request of persons depositing, or Holders delivering Shares, ADRs or Deposited Securities (which are payable by such persons or Holders), (iii) transfer or registration fees for the registration or transfer of Deposited Securities on any applicable register in connection with the deposit or withdrawal of Deposited Securities (which are payable by persons depositing Shares or Holders withdrawing Deposited Securities; there are no such fees in respect of the Shares as of the date of the Deposit Agreement), (iv) expenses of the Depositary in connection with the conversion of foreign currency into U.S. dollars (which are paid out of such foreign currency), and (v) any other charge payable by any of the Depositary, any of the Depositary’s agents, including, without limitation, the Custodian, or the agents of the Depositary’s agents in connection with the servicing of the Shares or other Deposited Securities (which charge shall be assessed against Holders as of the record date or dates set by the Depositary and shall be payable at the net proceeds distributed sole discretion of the Depositary by billing such Holders or by deducting such charge from one or more cash dividends or other cash distributions). Such charges may at any time and (ii) from time to time be changed by agreement between the amount of such proceedsCompany and the Depositary.
Appears in 4 contracts
Samples: Deposit Agreement (Petrobras - Petroleo Brasileiro Sa), Deposit Agreement (Petrobras - Petroleo Brasileiro Sa), Deposit Agreement (Petrobras - Petroleo Brasileiro Sa)
Charges of Depositary. The Company Issuer agrees to pay the fees fees, reasonable expenses and reasonable out-of-pocket expenses 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 detailed statements its statement for such charges and expenses to the Company at least 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company Issuer or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.034.3), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers transfers, if any, of Shares generally on the Share register of the Company Issuer or Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such reasonable expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05, 4.5 (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 Section 2.3, 4.3 or 4.03 4.4, and the surrender of Receipts pursuant to Section 2.05 2.5 or 6.2, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement including, but not limited to, Sections 4.1 through 4.4 hereof and (67) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectively4.2, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance 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 6 (7) treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively), but which securities or rights are instead sold distributed by the Depositary to Owners. The Depositary, subject to Section 2.9 hereof, may own and deal in any class of securities of the net proceeds distributed Issuer and (ii) the amount of such proceedsits affiliates and in Receipts.
Appears in 3 contracts
Samples: Deposit Agreement (Arm Holdings PLC), Deposit Agreement (Arm Holdings PLC), Deposit Agreement (Arm Holdings PLC)
Charges of Depositary. The Company Issuer agrees to pay the fees fees, reasonable expenses and reasonable out-of-pocket expenses 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 detailed statements its statement for such charges and expenses to the Company at least Issuer once every three months. The charges and expenses of the Custodian are for the sole account of the Depositary. Any written agreement signed by the Issuer and the Depositary relating to the Depositary's fees and expenses under the Deposit Agreement shall be binding upon the Issuer and the Depositary until it is expressly amended or superseded by a subsequent written agreement, irrespective of whether such agreement was entered into prior to, simultaneously with or subsequent to the Deposit Agreement, and notwithstanding any provision of the Deposit Agreement that might be construed to be inconsistent with such agreement. The following charges (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company Issuer or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.034.3 of the Deposit Agreement), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share share register of the Company Issuer or Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunderunder the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.054.5 of the Deposit Agreement, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 or 4.03 Section 2.3 of the Deposit Agreement, the execution and delivery of Receipts pursuant to Section 4.3 of the Deposit Agreement and 4.4 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.05 2.5 of the Deposit Agreement and (6) a fee of $1.00 or less per certificate for the distribution of proceeds of sales of securities a Receipt or rights Receipts for transfers made pursuant to Section 4.02 or 4.04, respectively, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance of American Depositary Shares referred to above which would have been charged as a result 2.4 of the deposit by Owners Deposit Agreement. The Depositary, subject to Section 2.9 of the Deposit Agreement, may own and deal in any class of securities (for purposes of this clause 6 treating all such securities as if they were Shares) or Shares received the Issuer and its affiliates and in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights are instead sold by the Depositary and the net proceeds distributed and (ii) the amount of such proceedsReceipts.
Appears in 3 contracts
Samples: Deposit Agreement (Business Objects S.A.), Deposit Agreement (Business Objects Sa), Deposit Agreement (Business Objects Sa)
Charges of Depositary. The Company agrees Depositary may charge each person to pay the fees whom ADSs are issued against deposits of Shares, including deposits in respect of Share Distributions, Rights and reasonable out-of-pocket expenses Other Distributions (as such terms are defined in paragraph (10)), and each person surrendering ADSs for withdrawal 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 timeDeposited Securities, U.S. $5.00 for each 100 ADSs (or portion thereof) delivered or surrendered. The Depositary shall present detailed statements for may sell (by public or private sale) sufficient securities and property received in respect of Share Distributions, Rights and Other Distributions prior to such expenses deposit to the Company at least 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by the Holders, by any party depositing or withdrawing Shares or by any party surrendering Receipts ADRs or to whom Receipts ADRs are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts ADRs or the Deposited Securities or a distribution of Receipts ADRs pursuant to Section 4.03paragraph (10)), whichever applicable: is applicable (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05, (5i) a fee not in excess of $5.00 .02 or less per 100 American Depositary Shares ADS (or portion thereof) for the execution and delivery of Receipts any Cash distribution made pursuant to Sections 2.03 the Deposit Agreement, (ii) to the extent not prohibited by the rules of any stock exchange or 4.03 and interdealer quotation system upon which the surrender ADSs are traded, a fee of Receipts $1.50 per ADR or ADRs for transfers made pursuant to Section 2.05 and paragraph (63) hereof, (iii) a fee for the distribution of proceeds of sales or sale of securities or rights pursuant to Section 4.02 or 4.04, respectivelyparagraph (10) hereof, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance execution and delivery of American Depositary Shares ADSs referred to above which would have been charged as a result of the deposit by Owners of such securities (for purposes of this clause 6 paragraph (7) treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights the net cash proceeds from the sale thereof are instead sold distributed by the Depositary to Holders entitled thereto and (iv) such fees and expenses as are incurred by the Depositary (including without limitation expenses incurred on behalf of Holders in connection with compliance with foreign exchange control regulations or any law or regulation relating to foreign investment) in delivery of Deposited Securities or otherwise in connection with the Depositary's or its Custodian's compliance with applicable law, rule or regulation. 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 net proceeds distributed Depositary, except (i) stock transfer or other taxes and other governmental charges (which are payable by Holders or persons depositing Shares), (ii) cable, telex and facsimile transmission and delivery charges incurred at the amount request of persons depositing, or Holders delivering Shares, ADRs or Deposited Securities (which are payable by such persons or Holders), (iii) transfer or registration fees for the registration or transfer of Deposited Securities on any applicable register in connection with the deposit or withdrawal of Deposited Securities (which are payable by persons depositing Shares or Holders withdrawing Deposited Securities; there are no such fees in respect of the Shares as of the date of the Deposit Agreement), and (iv) expenses of the Depositary in connection with the conversion of foreign currency into U.S. dollars (which are paid out of such proceedsforeign currency). These charges may be changed in the manner indicated in paragraph (16).
Appears in 3 contracts
Samples: Deposit Agreement (Aktiebolaget Volvo \Publ\), Deposit Agreement (Mediaset Spa /Fi), Deposit Agreement (Aktiebolaget Volvo \Publ\)
Charges of Depositary. The Company agrees to pay the fees and reasonable out-of-pocket 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 detailed statements for such 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03), whichever is applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share share register of the Company (or Foreign Registrar (if applicable) the appointed agent of the Company for transfer and registration of Shares) and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency Foreign Currency pursuant to Section 4.05, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 Section 2.03, 4.03 or 4.03 4.04 and the surrender of Receipts pursuant to Section 2.05 or 6.02, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.01 through 4.04 hereof (if and to the extent permitted by any securities exchange on which the American Depositary Shares may be listed for trading) and (67) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectively4.02, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance 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 6 7 treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights are instead sold distributed by the Depositary to Owners. The Depositary, subject to the Company's statuts and Section 2.09 hereof, may own and deal in any class of securities of the net proceeds distributed Company and (ii) the amount of such proceedsits affiliates and in Receipts.
Appears in 3 contracts
Samples: Deposit Agreement (France Telecom /), Deposit Agreement (France Telecom /), Deposit Agreement (France Telecom /)
Charges of Depositary. The Company agrees to pay the fees and reasonable out-of-pocket 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 detailed statements 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.034.03 hereof), whichever applicable: (1) 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 or 6.02, (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 the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (34) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (45) such reasonable expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05, (56) a fee not in excess of $5.00 or less U.S.$.02 per 100 American Depositary Shares Share (or portion thereof) for the execution and delivery of Receipts any cash distribution made pursuant to the Deposit Agreement including, but not limited to, Sections 2.03 or 4.03 and the surrender 4.01 through 4.04 hereof, except for distributions of Receipts pursuant to Section 2.05 cash dividends, and (67) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectively4.02, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance 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 6 (7) treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively), but which securities or rights are instead sold distributed by the Depositary to Owners. The Depositary, subject to Section 2.09 hereof and applicable rules and regulations, may own and deal in any class of securities of the net proceeds distributed Company and (ii) the amount of such proceedsits affiliates and in Receipts.
Appears in 3 contracts
Samples: Deposit Agreement (Ultrapar Holdings Inc), 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 fees, reasonable expenses and reasonable out-of-pocket expenses 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. Any written agreement signed by the Issuer and the Depositary relating to the Depositary's fees and expenses under this Deposit Agreement shall be binding on the Issuer and the Depositary until it is expressly amended or superseded by a subsequent written agreement, irrespective of whether such agreement was entered into prior to, simultaneously with or subsequent to this Deposit Agreement, and notwithstanding any provision of this Deposit Agreement that might be construed to be inconsistent with such agreement. The Depositary shall present detailed statements its statement for such charges and expenses to the Company at least Issuer once every three months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company Issuer or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.034.3), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company Issuer or Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05, 4.5 (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 Section 2.3, 4.3 or 4.03 4.4, and the surrender of Receipts pursuant to Section 2.05 2.5 or 6.2, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement including, but not limited to, Sections 4.1 through 4.4 hereof, except for distributions of cash dividends, and (67) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectively4.2, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance 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 6 (7) treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively), but which securities or rights are instead sold distributed by the Depositary to Owners. The Depositary, subject to Section 2.9 hereof, may own and deal in any class of securities of the net proceeds distributed Issuer and (ii) the amount of such proceedsits affiliates and in Receipts.
Appears in 3 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (National Grid PLC), Deposit Agreement (National Grid Group PLC)
Charges of Depositary. The Company agrees to pay the fees and reasonable out-of-pocket 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 detailed statements for such 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.034.03 of the Deposit Agreement), whichever is applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share share register of the Company (or Foreign Registrar (if applicable) the appointed agent of the Company for transfer and registration of Shares) and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunderunder the terms of the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency Foreign Currency pursuant to Section 4.054.05 of the Deposit Agreement, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 Section 2.03, 4.03 or 4.03 4.04 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.05 or 6.02 of the Deposit Agreement; provided, however, that no such fee will be charged in connection with the registration or reregistration of Shares and Receipts as contemplated in Section 4.07 of the Deposit Agreement, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to Sections 4.01 through 4.04 of the Deposit Agreement (if and to the extent permitted by any securities exchange on which the American Depositary Shares may be listed for trading) and (67) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectivelyof the Deposit Agreement, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance 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 6 7 treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively), but which securities or rights are instead sold distributed by the Depositary to Owners. The Depositary, subject to Article 8 hereof, may own and deal in any class of securities of the net proceeds distributed Company and (ii) the amount of such proceedsits affiliates and in Receipts.
Appears in 3 contracts
Samples: Deposit Agreement (France Telecom /), Deposit Agreement (France Telecom /), Deposit Agreement (France Telecom /)
Charges of Depositary. The Company agrees to pay the fees fees, reasonable expenses and reasonable out-of-pocket expenses 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 detailed statements 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 When applicable, the following charges (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the American Depositary Shares evidenced by Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03)4.3 of the Deposit Agreement) or by any party presenting Receipts pursuant to Section 2.4 or 2.5 of the Deposit Agreement, whichever applicableand shall be payable to the Depositary: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunderunder the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.054.5 of the Deposit Agreement, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 Section 2.3, 4.3 or 4.03 4.4 of the Deposit Agreement, and the surrender of Receipts pursuant to Section 2.05 2.5 or 6.2 of the Deposit Agreement, and (6) a fee for for, and deducted from, the distribution of proceeds of sales the sale of securities or rights pursuant to Section 4.02 or 4.04, respectively4.4 of the Deposit Agreement, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners of securities (for purposes of this clause 6 treating all such securities as if they were Shares) or Shares received in upon the exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectivelysuch rights, but which securities or rights are instead sold and the proceeds of such sale distributed by the Depositary and to Owners, (7) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the net proceeds distributed Deposit Agreement, including but not limited to Sections 4.1 through 4.3 of the Deposit Agreement, (8) in addition to any fee charged under clause 7, a fee of $.02 or less per American Depositary Share (or portion thereof) per annum for depositary services, which will be payable as provided in clause 9 below, and (ii9) any other charges payable by the amount 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 proceedsOwners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Article 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.
Appears in 3 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Charges of Depositary. The Company agrees to pay the fees and reasonable out-of-pocket 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 detailed statements for such expenses charge any party 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the whom American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts American Depositary Shares or Deposited Securities or a distribution of Receipts American Depositary Shares pursuant to Section 4.03), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register 4.03 of the Company or Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the or who surrenders American Depositary in the conversion of foreign currency pursuant to Section 4.05, (5) Shares a fee not in excess of $5.00 or less per 100 American Depositary Shares (or a portion thereof) for the execution issuance or surrender, respectively, of an American Depositary Sharet. In addition, the Depositary shall charge the Owners and delivery holders of Receipts pursuant to Sections 2.03 or 4.03 and the surrender of Receipts pursuant to Section 2.05 and (6i) a fee for for, and deduct such fee from, the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectively, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance of American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners of securities (for purposes of this clause 6 treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights are instead sold by the Depositary Depositary, and the net proceeds distributed distributed, and (ii) to the amount extent not prohibited by the rules of the primary stock exchange upon which the American Depositary Shares are traded, a fee not in excess of U.S. $ 2.00 per 100 American Depositary Shares held for the distribution of cash proceeds, including cash dividends or sale of rights and other entitlements, not made pursuant to a cancellation or withdrawal. The Company will pay the other fees and reasonable expenses of the Depositary and those of any Registrar under the Deposit Agreement, but the Company shall not pay or be liable for (i) fees of the Depositary for the execution and delivery of Receipts pursuant to Section 2.03 of the Deposit Agreement, the surrender of Receipts pursuant to Section 2.05 of the Deposit Agreement, and the distribution of proceeds pursuant to Section 4.04 of the Deposit Agreement, (ii) taxes and other governmental charges, (iii) such proceedsregistration 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 the appointed agent of the Company for the transfer and registration of Shares which need not be the Foreign Registrar) and accordingly applicable to transfers of Shares to the name of the Depositary to its nominee or Custodian or its nominee on the making of deposits or withdrawals under the Deposit Agreement, (iv) such cable, telex, and facsimile transmission expenses as are expressly provided in the Deposit Agreement to be at the expense of persons depositing Shares or Owners of Receipts, and (v) such expenses as are incurred in the conversion of foreign currency by the Depositary pursuant to Section 4.05 of the Deposit Agreement. The Depositary, subject to paragraph (8) hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.
Appears in 3 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Luxottica Group Spa)
Charges of Depositary. The Company agrees to pay For the fees and reasonable out-of-pocket expenses benefit of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between and/or the Company, the Depositary may charge (i) each person to whom ADSs are issued, including, without limitation, issuances against deposits of Shares, issuances in respect of Share Distributions, Rights and Other Distributions (as such terms are defined in paragraph (10)), issuances pursuant to a stock dividend or stock split declared by the Company from time Company, or issuances pursuant to timea merger, exchange of securities or any other transaction or event affecting the ADSs or the Deposited Securities, and (ii) each person surrendering ADSs for withdrawal of Deposited Securities or whose ADSs are cancelled or reduced for any other reason, U.S.$5.00 for each 100 ADSs (or portion thereof) issued, delivered, reduced, cancelled or surrendered (as the case may be). The Depositary shall present detailed statements for may sell (by public or private sale) sufficient securities and property received in respect of Share Distributions, Rights and Other Distributions prior to such expenses deposit to the Company at least 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by the Holders, by any party depositing or withdrawing Shares or by any party surrendering Receipts or ADSs, to whom Receipts ADSs are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts ADSs or the Deposited Securities or a distribution of Receipts ADSs pursuant to Section 4.03paragraph (10)), whichever applicable: is applicable (1i) 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 the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred extent not prohibited by the Depositary in rules of any stock exchange or interdealer quotation system upon which the conversion of foreign currency pursuant to Section 4.05ADSs are listed or traded, (5) a fee not in excess of $5.00 U.S.$0.02 or less per 100 American Depositary Shares ADS (or portion thereof) for the execution and delivery of Receipts any Cash distribution made pursuant to Sections 2.03 the Deposit Agreement, (ii) to the extent not prohibited by the rules of any stock exchange or 4.03 and interdealer quotation system upon which the surrender ADSs are listed or traded, a fee of Receipts U.S.$1.50 per ADR or ADRs for transfers made pursuant to Section 2.05 and paragraph (63) hereof, (iii) a fee for the distribution of proceeds of sales or sale of securities or rights pursuant to Section 4.02 or 4.04, respectivelyparagraph (10) hereof, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance execution and delivery of American Depositary Shares ADSs referred to above which would have been charged as a result of the deposit by Owners of such securities (for purposes of this clause 6 paragraph (7) treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights the net cash proceeds from the sale thereof are instead sold distributed by the Depositary to Holders entitled thereto, (iv) to the extent not prohibited by the rules of the primary stock exchange upon which the ADSs are listed, a fee of up to U.S.$0.04 per ADS (or portion thereof) in each calendar year for the services performed by the Depositary in administering the ADRs (which fee shall be assessed against Holders of record as of the date or dates set by the Depositary in accordance with paragraph (11) hereof and not more often than once each calendar year and shall be payable at the sole discretion of the Depositary by billing such Holders or by deducting such charge from one or more cash dividends or other cash distributions), and (v) such fees and expenses as are incurred by the Depositary (including without limitation expenses incurred on behalf of Holders in connection with compliance with foreign exchange control regulations or any law or regulation relating to foreign investment) in delivery of Deposited Securities or otherwise in connection with the Depositary's or its Custodian's compliance with applicable law, rule or regulation. 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, except (i) stock transfer or other taxes and other governmental charges (which are payable by Holders or persons depositing Shares), (ii) cable, telex and facsimile transmission and delivery charges incurred at the request of persons depositing, or Holders delivering Shares, ADRs or Deposited Securities (which are payable by such persons or Holders), (iii) transfer or registration fees for the registration or transfer of Deposited Securities on any applicable register in connection with the deposit or withdrawal of Deposited Securities (which are payable by persons depositing Shares or Holders withdrawing Deposited Securities; there are no such fees in respect of the Shares as of the date of the Deposit Agreement), (iv) expenses of the Depositary in connection with the conversion of foreign currency into U.S. dollars (which are paid out of such foreign currency), and (v) any other charge payable by any of the Depositary, any of the Depositary's agents, including, without limitation, the Custodian, or the agents of the Depositary's agents in connection with the servicing of the Shares or other Deposited Securities (which charge shall be assessed against Holders as of the record date or dates set by the Depositary and shall be payable at the net proceeds distributed sole discretion of the Depositary by billing such Holders or by deducting such charge from one or more cash dividends or other cash distributions). Such charges may at any time and (ii) from time to time be changed by agreement between the amount of such proceedsCompany and the Depositary.
Appears in 3 contracts
Samples: Deposit Agreement (Yingli Green Energy Holding Co LTD), Deposit Agreement (Yingli Green Energy Holding Co LTD), Deposit Agreement (Yingli Green Energy Holding Co LTD)
Charges of Depositary. The Company agrees to pay For the fees and reasonable out-of-pocket expenses benefit of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between and/or the Company, the Depositary may charge (i) each person to whom ADSs are issued, including, without limitation, issuances against deposits of Shares, issuances in respect of Share Distributions, Rights and Other Distributions (as such terms are defined in paragraph (10)), issuances pursuant to a stock dividend or stock split declared by the Company from time Company, or issuances pursuant to timea merger, exchange of securities or any other transaction or event affecting the ADSs or the Deposited Securities, and (ii) each person surrendering ADSs for withdrawal of Deposited Securities or whose ADSs are cancelled or reduced for any other reason, U.S.$5.00 for each 100 ADSs (or portion thereof) issued, delivered, reduced, cancelled or surrendered (as the case may be). The Depositary shall present detailed statements for may sell (by public or private sale) sufficient securities and property received in respect of Share Distributions, Rights and Other Distributions prior to such expenses deposit to the Company at least 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by the Holders, by any party depositing or withdrawing Shares or by any party surrendering Receipts or ADSs, to whom Receipts ADSs are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts ADSs or the Deposited Securities or a distribution of Receipts ADSs pursuant to Section 4.03paragraph (10)), whichever applicable: is applicable (1i) 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 the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred extent not prohibited by the Depositary in rules of any stock exchange or interdealer quotation system upon which the conversion of foreign currency pursuant to Section 4.05ADSs are listed or traded, (5) a fee not in excess of $5.00 U.S.$0.02 or less per 100 American Depositary Shares ADS (or portion thereof) for the execution and delivery of Receipts any Cash distribution made pursuant to Sections 2.03 the Deposit Agreement, (ii) to the extent not prohibited by the rules of any stock exchange or 4.03 and interdealer quotation system upon which the surrender of Receipts ADSs are listed or traded, a fee per ADR or ADRs for transfers made pursuant to Section 2.05 and paragraph (63) hereof, (iii) a fee for the distribution of proceeds of sales or sale of securities or rights pursuant to Section 4.02 or 4.04, respectivelyparagraph (10) hereof, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance execution and delivery of American Depositary Shares ADSs referred to above which would have been charged as a result of the deposit by Owners of such securities (for purposes of this clause 6 paragraph (7) treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights the net cash proceeds from the sale thereof are instead sold distributed by the Depositary to Holders entitled thereto, (iv) to the extent not prohibited by the rules of the primary stock exchange upon which the ADSs are listed or traded, a fee of U.S.$0.02 per ADS (or portion thereof) in each calendar year for the services performed by the Depositary in administering the ADRs (which fee shall be assessed against Holders of record as of the date or dates set by the Depositary in accordance with paragraph (11) hereof and not more often than once each calendar year and shall be payable at the sole discretion of the Depositary by billing such Holders or by deducting such charge from one or more cash dividends or other cash distributions), provided that the Depositary may adjust this fee with the consent of the Company, such consent not to be unreasonably withheld; and (v) such fees and expenses as are incurred by the Depositary (including without limitation expenses incurred on behalf of Holders in connection with compliance with foreign exchange control regulations or any law or regulation relating to foreign investment) in delivery of Deposited Securities or otherwise in connection with the Depositary’s or its Custodian’s compliance with applicable law, rule or regulation. 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, except (i) stock transfer or other taxes and other governmental charges (which are payable by Holders or persons depositing Shares), (ii) cable, telex and facsimile transmission and delivery charges incurred at the request of persons depositing, or Holders delivering Shares, ADRs or Deposited Securities (which are payable by such persons or Holders), (iii) transfer or registration fees for the registration or transfer of Deposited Securities on any applicable register in connection with the deposit or withdrawal of Deposited Securities (which are payable by persons depositing Shares or Holders withdrawing Deposited Securities; there are no such fees in respect of the Shares as of the date of the Deposit Agreement), (iv) expenses of the Depositary in connection with the conversion of foreign currency into U.S. dollars (which are paid out of such foreign currency), and (v) any other charge payable by any of the Depositary, any of the Depositary’s agents, including, without limitation, the Custodian, or the agents of the Depositary’s agents in connection with the servicing of the Shares or other Deposited Securities (which charge shall be assessed against Holders as of the record date or dates set by the Depositary and shall be payable at the net proceeds distributed sole discretion of the Depositary by billing such Holders or by deducting such charge from one or more cash dividends or other cash distributions). Such charges may at any time and (ii) from time to time be changed by agreement between the amount of such proceedsCompany and the Depositary.
Appears in 3 contracts
Samples: Deposit Agreement (China Nepstar Chain Drugstore Ltd.), Deposit Agreement (China Nepstar Chain Drugstore Ltd.), Deposit Agreement (China Nepstar Chain Drugstore Ltd.)
Charges of Depositary. The Company agrees Depositary may charge (i) each person to pay whom ADSs are issued, including, without limitation, issuances against deposits of Shares, issuances in respect of Share Distributions, Rights and Other Distributions (as such terms are defined in paragraph (10)), issuances pursuant to a stock dividend or stock split declared by the fees Company, or issuances pursuant to a merger, exchange of securities or any other transaction or event affecting the ADSs or the Deposited Securities, and reasonable out-of-pocket expenses (ii) each person surrendering ADSs for withdrawal of Deposited Securities or whose ADSs are cancelled or reduced for any other reason, U.S. $5.00 for each 100 ADSs (or portion thereof) issued, delivered, reduced, cancelled or surrendered (as 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 timecase may be). The Depositary shall present detailed statements for may sell (by public or private sale) sufficient securities and property received in respect of Share Distributions, Rights and Other Distributions prior to such expenses deposit to the Company at least 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by the Holders, by any party depositing or withdrawing Shares or by any party surrendering Receipts or ADRs, to whom Receipts ADRs are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts ADRs or the Deposited Securities or a distribution of Receipts ADRs pursuant to Section 4.03paragraph (10)), whichever applicable: is applicable (1i) 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 extent not prohibited by the Share register rules of the Company or Foreign Registrar and applicable to transfers of Shares to primary stock exchange upon which the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunderADSs are listed, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05, (5) a fee not in excess of $5.00 .02 or less per 100 American Depositary Shares ADS (or portion thereof) for the execution and delivery of Receipts any Cash distribution made pursuant to Sections 2.03 the Deposit Agreement, (ii) to the extent not prohibited by the rules of the primary stock exchange upon which the ADSs are listed, a fee of $1.50 per ADR or 4.03 and the surrender of Receipts ADRs for transfers made pursuant to Section 2.05 and paragraph (63) hereof, (iii) a fee for the distribution of proceeds of sales or sale of securities or rights pursuant to Section 4.02 or 4.04, respectivelyparagraph (10) hereof, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance execution and delivery of American Depositary Shares ADSs referred to above which would have been charged as a result of the deposit by Owners of such securities (for purposes of this clause 6 paragraph (7) treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights the net cash proceeds from the sale thereof are instead sold distributed by the Depositary to Holders entitled thereto, (iv) to the extent not prohibited by the rules of the primary stock exchange upon which the ADSs are listed, a fee of US$0.02 per ADS (or portion thereof) per year for the services performed by the Depositary in administering the ADRs (which fee shall be assessed against Holders as of the record date or dates set by the Depositary not more than once each calendar year and shall be payable at the sole discretion of the Depositary by billing such Holders or by deducting such charge from one or more cash dividends or other cash distributions), and (v) such fees and expenses as are incurred by the Depositary (including without limitation expenses incurred on behalf of Holders in connection with compliance with foreign exchange control regulations or any law or regulation relating to foreign investment) in delivery of Deposited Securities or otherwise in connection with the Depositary's or its Custodian's compliance with applicable law, rule or regulation. 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 net proceeds distributed Depositary, except (i) stock transfer or other taxes and other governmental charges (which are payable by Holders or persons depositing Shares), (ii) cable, telex and facsimile transmission and delivery charges incurred at the amount request of persons depositing, or Holders delivering Shares, ADRs or Deposited Securities (which are payable by such persons or Holders), (iii) transfer or registration fees for the registration or transfer of Deposited Securities on any applicable register in connection with the deposit or withdrawal of Deposited Securities (which are payable by persons depositing Shares or Holders withdrawing Deposited Securities; there are no such fees in respect of the Shares as of the date of the Deposit Agreement), (iv) expenses of the Depositary in connection with the conversion of foreign currency into U.S. dollars (which are paid out of such proceedsforeign currency), and (v) any other charge payable by any of the Depositary, any of the Depositary’s agents, including, without limitation, the custodian, or the agents of the Depositary’s agents in connection with the servicing of the Shares or other Deposited Securities (which charge shall be assessed against Holders 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 Holders or by deducting such charge from one or more cash dividends or other cash distributions). Such charges may at any time and from time to time be changed by agreement between the Company and the Depositary.
Appears in 3 contracts
Samples: Deposit Agreement (Intercontinental Hotels Group PLC /New/), Deposit Agreement (Empresa Brasileira De Aeronautica S.A.), Deposit Agreement (Allied Telesis Holdings K.K.)
Charges of Depositary. The Company agrees to pay the fees and reasonable out-of-pocket expenses of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary Company and the Company Depositary from time to time. The Depositary shall present detailed statements for such 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares CPOs or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution delivery of Receipts pursuant to Section 4.03), whichever or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares CPOs generally on the Share register of or the CPO Trust, the Company or Foreign Registrar and applicable to transfers of Shares CPOs to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.054.06, (5) a fee not in excess of $5.00 or less per 100 American Global Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 Section 2.03, 4.03 or 4.03 4.04 and the surrender of Receipts pursuant to Section 2.05 and or 6.02, (6) a fee of $.02 or less per Global Depositary Share (or portion thereof) for any cash distribution made pursuant to this Deposit Agreement, including, but not limited to Sections 4.02 through 4.04 hereof, (7) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectively4.05, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance execution and delivery of American Depositary Shares Receipts referred to above which would have been charged as a result of the deposit by Owners of such securities (for purposes of this clause 6 7 treating all such securities as if they were SharesCPOs) 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 Shares received less per Global Depositary Share (or portion thereof) per annum for depositary services, which will be payable as provided in exercise clause 9 below and (9) any other charges payable by the Depositary, any of rights distributed the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of CPOs or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.07 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). All fees and charges may at any time and from time to them time be changed by agreement between the Company and the Depositary. Unless otherwise agreed, the Depositary shall present its statement for such expenses and fees or charges to the Company once every three (3) months. The charges and expenses of the Custodian, Nominee or any other agent of the Depositary are for the sole account of the Depositary. The right of the Depositary to receive payment of fees, charges and expenses as provided in this Section 5.06 shall survive the termination of this Deposit Agreement and, as to any Depositary, the resignation or removal of such Depositary pursuant to Section 4.02 or 4.045.05 (but then only with respect to such fees, respectively, but which securities or rights are instead sold by charges and expenses due and owing at the Depositary and the net proceeds distributed and (ii) the amount time of such proceedstermination, resignation or removal including those pursuant to Section 5.05 hereof).
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Grupo Televisa, S.A.B.)
Charges of Depositary. The Company Issuer agrees to pay the fees fees, reasonable expenses and reasonable out-of-pocket expenses 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 detailed statements its statement for such charges and expenses to the Company at least Issuer once every three months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company Issuer or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.034.03 hereof), whichever applicable: (1) the fees of the Depositary for the execution and delivery of Receipts pursuant to Section 2.03, the execution and delivery of Receipts pursuant to Section 4.03, transfers pursuant to Section 2.04, the surrender of Receipts pursuant to Section 2.05, and the making of any cash distribution pursuant to the Deposit Agreement, including but not limited to Sections 4.01 through 4.04 thereof, (2) taxes and other governmental charges, (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 Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (34) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (45) such expenses as are incurred by the Depositary in the conversion of foreign currency Foreign Currency pursuant to Section 4.05, (56) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery issuance or surrender, respectively, of Receipts pursuant to Sections 2.03 or 4.03 and the surrender of Receipts pursuant to Section 2.05 and a Receipt and, (67) a fee not in excess of $1.50 or less per certificate for a Receipt or Receipts for transfers made pursuant to the distribution terms of proceeds of sales the Deposit Agreement. The Depositary, subject to Section 2.09, may own and deal in any class of securities or rights pursuant to Section 4.02 or 4.04, respectively, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance of American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners of securities (for purposes of this clause 6 treating all such securities as if they were Shares) or Shares received Issuer and its affiliates and in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights are instead sold by the Depositary and the net proceeds distributed and (ii) the amount of such proceedsReceipts.
Appears in 2 contracts
Samples: Deposit Agreement (Teva Pharmaceutical Industries LTD), Deposit Agreement (Teva Pharmaceutical Industries LTD)
Charges of Depositary. The Company Issuer agrees to pay the fees fees, reasonable expenses and reasonable out-out of-pocket expenses 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 detailed statements its statement for such charges and expenses to the Company at least Issuer once every three months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company Issuer or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.034.3), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company Issuer or Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.054.5, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 Section 2.3, 4.3 or 4.03 4.4, and the surrender of Receipts pursuant to Section 2.05 and 2.5 or 6.2, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement including, but not limited to, Sections 4.1 through 4.4 hereof, (7) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectively4.2, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance 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 6 (7) treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively), but which securities or rights are instead sold distributed by the Depositary to Owners and (8) any other charge payable by any of the Depositary, any of the Depositary's agents, including, without limitation, the custodian, or the agents of the 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 and shall be payable at the net proceeds distributed sole discretion of the Depositary by billing such Owners or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 hereof, may own and (ii) deal in any class of securities of the amount of such proceedsIssuer and its affiliates and in Receipts.
Appears in 2 contracts
Samples: Deposit Agreement (United Utilities PLC), Deposit Agreement (United Utilities PLC)
Charges of Depositary. The Company agrees to pay the expenses or charges of the Depositary and the Registrar, if any, only in accordance with written agreements 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 of the Deposit Agreement or the surrender of American Depositary Shares pursuant to Section 2.05 or 6.02 of the Deposit Agreement and the making of distributions of proceeds pursuant to Section 4.04 of the Deposit Agreement, (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 under the Deposit Agreement, (4) such cable, telex and facsimile transmission and delivery expenses as are expressly provided in the Deposit Agreement to be at the expense of persons depositing Shares or Holders of American Depositary Shares and (5) such reasonable out-of-pocket expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement. Any other charges and expenses of the Depositary under the Deposit Agreement will be paid by the Company after consultation and those execution of any Registrar only in accordance with agreements in writing entered into 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 detailed statements its statement for such expenses and fees or charges 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts 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 or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03)4.03 of the Deposit Agreement or pursuant to the exercise of rights pursuant to Section 4.04 of the Deposit Agreement) or by any party surrendering American Depositary Shares for the purpose of withdrawal of Deposited Securities, whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share share register of the Company (or Foreign Registrar 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 the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission and delivery expenses as are expressly provided for in this the Deposit AgreementAgreement to be at the expense of persons depositing Shares or Holders of American Depositary Shares, (4) such reasonable expenses as are incurred by the Depositary or the Custodian in the conversion of foreign currency pursuant to Section 4.054.05 of the Deposit Agreement, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts American Depositary Shares in respect of deposits of Shares pursuant to Sections 2.03 2.03, 4.03 or 4.03 4.04 of the Deposit Agreement, and the surrender of Receipts American Depositary Shares for the purpose of withdrawal pursuant to Section 2.05 and or 6.02 of the Deposit Agreement, (6) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectively4.04 of the Deposit Agreement, such fee (fee, which may be deducted from such proceeds) , being in an amount equal to the lesser of (i) the fee for the issuance of American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners holders of securities (for purposes of this clause 6 treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively4.04 of the Deposit Agreement, but which securities or rights are instead sold by the Depositary Depositary, and the net proceeds distributed and (ii7) any costs incurred by the amount Depositary with the Custodian or another third party, in connection with recovering excess tax initially withheld or deducted with respect to any cash distributions in respect of Deposited Securities or obtaining a reduced withholding tax rate in respect of those distributions (which costs shall be assessed against Holders 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 proceedsHolders for such costs or by deducting such costs from one or more cash dividends or other cash distributions).
Appears in 2 contracts
Samples: Deposit Agreement (Alcatel), Deposit Agreement (Alcatel Lucent)
Charges of Depositary. The Company agrees to pay the fees fees, reasonable expenses and reasonable out-of-pocket expenses 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 detailed statements its statement for such charges and expenses to the Company at least once every three months. The charges and expenses of the Custodian Custodians are for the sole account of the Depositary. The following charges (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred and payable by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.034.03 of the Deposit Agreement), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian Custodians or its their nominee on the making of deposits or withdrawals hereunderunder the terms of the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit AgreementAgreement to be at the expense of persons depositing Shares or Owners, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.054.05 of the Deposit Agreement, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 or 4.03 of the Deposit Agreement and the surrender of Receipts and withdrawal of the Deposited Securities pursuant to Section 2.05 and of the Deposit Agreement, (6) a fee not in excess of $0.02 per American Depositary Share (or portion thereof) for any cash distribution pursuant to Section 4.01 of the Deposit Agreement, except for distributions of cash dividends, and (7) a fee for, and deduct such fee from, the distribution of proceeds of sales of securities or rights pursuant to Section Sections 4.02 or 4.04, respectively, of the Deposit Agreement, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance of American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners of securities (for purposes of this clause 6 7 treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section Sections 4.02 or 4.044.04 of the Deposit Agreement, respectively, but which securities or rights are instead sold by the Depositary and the net proceeds distributed distributed. The Depositary, subject to Article 8 hereof, may own and (ii) deal in any class of securities of the amount of such proceedsCompany and its affiliates and in Receipts.
Appears in 2 contracts
Samples: Deposit Agreement (Vivendi), Deposit Agreement (Vivendi Universal)
Charges of Depositary. The Company agrees to pay the fees and reasonable out-of-pocket expenses of the Depositary and those of any the Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present detailed statements statement for fees and such 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.034.03 of the Deposit Agreement), whichever is applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunderunder the terms of the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency Foreign Currency pursuant to Section 4.054.05 of the Deposit Agreement, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 or 4.03 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.05 of the Deposit Agreement (other than any execution and delivery of Receipts in connection with the initial issuance of Receipts under the Deposit Agreement), (6) a fee not in excess of $0.02 per American Depositary Share (or portion thereof) for any cash distribution pursuant to Section 4.01 of the Deposit Agreement and (67) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section Sections 4.02 or 4.04, respectively, of the Deposit Agreement, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance of American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners of securities (for purposes of this clause 6 7 treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section Sections 4.02 or 4.04, respectively, but which securities or rights are instead sold by the Depositary and the net proceeds distributed and (ii) the amount of such proceeds. The Depositary, subject to Articles 2 and 8 hereof and as permitted by the Charter, may own and deal in any class of securities of the Company and its affiliates and in Receipts.
Appears in 2 contracts
Samples: Deposit Agreement (Brazilian Distribution Co Companhia Brasileira De Distr CBD), Deposit Agreement (Brazilian Distribution Co Companhia Brasileira De Distr CBD)
Charges of Depositary. The Company agrees to pay the expenses, fees and reasonable out-of-pocket expenses or 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 detailed statements for such 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) Registrar, if any, shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared paid by the Company or an exchange only as provided herein. Beneficial Owners, Holders beneficially owning GDRs agree to pay, as appropriate, (1) the fees of stock regarding the Receipts or Deposited Securities or a distribution Depositary for the surrender of Receipts GDRs pursuant to Section 4.03)2.05, whichever applicable: the exchange of Book-Entry GDSs for a physical GDR certificate or the exchange of a physical GDR certificate for a Book-Entry GDS pursuant to Section 2.09 and the distribution of dividends and sale or exercise of rights or other corporate action involving distributions in respect of Deposited Securities, each as provided in Exhibit D hereto, (12) taxes and other governmental chargescharges (including stamp duty), (23) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar maintained for that purpose and accordingly applicable to transfers of Shares to or from the name of the Depositary or its nominee Nominee or the a Custodian or its nominee on the making of deposits pursuant to Section 2.02 or withdrawals hereundera withdrawal pursuant to Section 2.05, (34) such cable, telex and facsimile transmission and delivery expenses as are expressly provided in this Deposit Agreement, Agreement to be at the expense of Holders and (45) such reasonable expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05, (5) a fee not in excess . Any other charges and expenses of $5.00 or less per 100 American the Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 or 4.03 hereunder and the surrender of Receipts pursuant to Section 2.05 Registrar (if any) (other than the charges and (6) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectively, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance of American Depositary Shares referred to above which would have been charged as a result expenses of the deposit Custodian, the Nominee or any other agent of the Depositary) will be paid by Owners of securities (for purposes of this clause 6 treating all such securities as if they were Shares) or Shares received the Company after consultation and agreement and in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights are instead sold by accordance with agreements in writing entered into between the Depositary and the net proceeds distributed and (ii) Company as to the amount and nature of such proceedscharges and expenses. Such charges may at any time and from time to time be changed by agreement between the Company and the Depositary. Unless otherwise agree, the Depositary shall present its statement for such expenses and fees or charges to the Company once every three months. The charges and expenses of the Custodian, the Nominee or any other agent of the Depositary are for the sole account of the Depositary.
Appears in 2 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Charges of Depositary. The Company agrees to pay the fees fees, reasonable expenses and reasonable out-of-pocket expenses 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 detailed statements 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.034.3 of the Deposit Agreement), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share share register of the Company or Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunderunder the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.054.5 of the Deposit Agreement, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 or 4.03 Section 2.3 of the Deposit Agreement, the execution and delivery of Receipts pursuant to Section 4.3 of the Deposit Agreement, and the surrender of Receipts pursuant to Section 2.05 and 2.5 of the Deposit Agreement, (6) a fee not in excess of $.02 per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the distribution Deposit Agreement including but not limited to Sections 4.1 through 4.4 thereof, payable out of proceeds such distribution, and (7) a fee not in excess of sales of securities $1.50 per certificate for a Receipt or rights Receipts for transfers made pursuant to Section 4.02 or 4.04, respectively, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance of American Depositary Shares referred to above which would have been charged as a result 2.4 of the deposit by Owners Deposit Agreement. The Depositary, subject to Paragraph (8) hereof, may own and deal in any class of securities (for purposes of this clause 6 treating all such securities as if they were Shares) or Shares received the Company and its affiliates and in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights are instead sold by the Depositary and the net proceeds distributed and (ii) the amount of such proceedsReceipts.
Appears in 2 contracts
Samples: Futuremedia PLC, Futuremedia PLC
Charges of Depositary. The Company agrees to pay the fees fees, reasonable expenses and reasonable out-of-pocket expenses 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 detailed statements 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.034.03 of the Deposit Agreement), whichever applicable: (1) taxes and other governmental chargescharges (except as provided in section 5.08 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 the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunderunder the terms of the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.054.05 of the Deposit Agreement, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 or 4.03 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.05 of the Deposit Agreement and (6) a fee for for, and deduct such fee from, the distribution of proceeds of sales of securities or rights pursuant to Section Sections 4.02 or 4.04, respectively, of the Deposit Agreement, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance of American Depositary Shares shares referred to above which would have been charged as a result of the deposit by Owners of securities (for purposes of this clause 6 treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section Sections 4.02 or 4.04, respectively, but which securities or rights are instead sold by the Depositary and the net proceeds distributed distributed. The Depositary, subject to Article 8 hereof, may own and (ii) deal in any class of securities of the amount of such proceedsCompany and its affiliates and in Receipts.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)
Charges of Depositary. The Company Issuer agrees to pay the fees fees, reasonable expenses and reasonable out-of-pocket expenses 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 detailed statements its statement for such charges and expenses to the Company at least Issuer once every three months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company Issuer or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.034.3), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company Issuer or Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.054.5, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 Section 2.3, 4.3 or 4.03 4.4, and the surrender of Receipts pursuant to Section 2.05 2.5 or 6.2, and (6) a fee for for, and deducted from, the distribution of proceeds of sales the sale of securities or rights pursuant to Section 4.02 or 4.04, respectively4.4, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners of securities (for purposes of this clause 6 treating all such securities as if they were Shares) or Shares received in upon the exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectivelysuch rights, but which securities or rights are instead sold by the Depositary and the net proceeds distributed and (ii) the amount of such proceedssale distributed by the Depositary to Owners. The Depositary, subject to Section 2.9 hereof, may own and deal in any class of securities of the Issuer and its affiliates and in Receipts.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Nice Systems LTD)
Charges of Depositary. The Company agrees to pay the fees charges and reasonable out-of-pocket expenses of the Depositary and those of any Registrar only in accordance with agreements under the Deposit Agreement as agreed in writing entered into between the Depositary Company and the Company from time to time. The Depositary shall present detailed statements for such expenses to Depositary, but the Company at least once every three months. The charges and expenses shall not pay or be liable for (i) fees of the Custodian are Depositary for the sole account of the Depositary. The following charges (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution execution and delivery of Receipts pursuant to Section 4.03)2.03 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.05 of the Deposit Agreement, whichever applicable: (1ii) taxes and other governmental charges, (2iii) such registration fees as may from time to time be in effect for the registration of transfers registration, exchange or transfer of Shares generally on the Share share register of the Company (or the appointed agent of the Company for the transfer and registration of Shares, which need not be the Foreign Registrar Registrar) in connection with the making of deposits and withdrawals under the Deposit Agreement and accordingly applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its it nominee on the making of deposits or withdrawals hereunderunder the Deposit Agreement, (3iv) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit AgreementAgreement to be at the expense of persons depositing Shares or Owners of Receipts, and (4v) such expenses as are incurred by the Depositary in the conversion of foreign currency by the Depositary pursuant to Section 4.05, (5) 4.05 of the Deposit Agreement. The charges and reasonable expenses of the Depositary as theretofor agreed may at any time and from time to time be changed by agreement between the Company and the Depositary. The Depositary shall present its statement for such charges and expenses to the Company once every three months. The Depositary shall charge any party to whom Receipts are issued pursuant to Section 2.03 of the Deposit Agreement or who surrenders Receipts and withdraws Deposited Securities pursuant to Section 2.05 of the Deposit Agreement a fee not in excess of $5.00 .05 or less per 100 American Depositary Shares Share (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 such issuance or 4.03 and the surrender of Receipts pursuant to Section 2.05 and (6) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04cancellation, respectively, such of a Receipt, except that no fee (which may shall be deducted from such proceeds) being in an amount equal charged to any party for the conversion of any unsponsored receipt to a Receipt issued pursuant to the lesser Deposit Agreement. Except as specified in the preceding sentence or as otherwise expressly provided in this Receipt or the Deposit Agreement, neither the Owners or holders of (i) Receipts nor any other party depositing or withdrawing Deposited Securities shall be required to pay any of the fee charges or expenses of the Depositary or those of any Registrar. No party shall be charged for the issuance transfer, exchange or registration of American Depositary Shares referred a Receipt. The Depositary, subject to above which would have been charged as a result Paragraph (8) hereof, may own and deal in any class of securities of the deposit by Owners of securities (for purposes of this clause 6 treating all such securities as if they were Shares) or Shares received Company and its affiliates and in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights are instead sold by the Depositary and the net proceeds distributed and (ii) the amount of such proceedsReceipts.
Appears in 2 contracts
Samples: Deposit Agreement (Glaxosmithkline PLC), Glaxosmithkline PLC
Charges of Depositary. The Company agrees to pay the fees charges and reasonable out-of-pocket expenses of the Depositary and those of any Registrar only in accordance with agreements as heretofore agreed in writing entered into between the Depositary Company and the Depositary, but the Company shall not pay or be liable for (1) the fees of the Depositary for the execution and delivery of Receipts pursuant to Section 2.03, and the surrender of Receipts pursuant to Section 2.05, (2) taxes and other governmental charges, (3) such fees as may from time to timetime be in effect for the registration, exchange or transfer of Shares generally on the share register of the Company (or the appointed agent of the Company for transfer and registration of Shares, which may but need not be the Foreign Registrar) in connection with the making of deposits and withdrawals hereunder and accordingly applicable to transfers of Shares to the name of the Depositary or its nominee or Custodian or its nominee on the making of deposits or withdrawals hereunder, (4) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement to be at the expense of persons depositing Shares or Owners of Receipts, and (5) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05. The charges and reasonable expenses of the Depositary as heretofore agreed may at any time and from time to time be changed by agreement between the Company and the Depositary. The Depositary shall present detailed statements 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by charge any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03), whichever applicable: (1) taxes 2.03 or who surrenders Receipts and other governmental charges, (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 the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency withdraws Deposited Securities pursuant to Section 4.05, (5) 2.05 a fee not in excess of $5.00 .05 or less per 100 American Depositary Shares Share (or portion thereof) for such issuance or cancellation, respectively, of a Receipt, except that no fee shall be charged to any party for Receipts issued upon conversion of an unsponsored receipt to a Receipt issued pursuant to this Deposit Agreement. Except as specified in the execution and delivery preceding sentence or as otherwise expressly provided herein, neither the Owners or holders of Receipts pursuant nor any other party depositing or withdrawing Deposited Securities shall be required to Sections 2.03 pay any of the charges or 4.03 expenses of the Depositary and the surrender those of Receipts pursuant to Section 2.05 and (6) a any Registrar. No party shall be charged any fee for the distribution transfer, exchange or registration of proceeds of sales a Receipt. The Depositary, subject to Section 2.09 hereof, may own and deal in any class of securities or rights pursuant to Section 4.02 or 4.04, respectively, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance of American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners of securities (for purposes of this clause 6 treating all such securities as if they were Shares) or Shares received Company and its affiliates and in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights are instead sold by the Depositary and the net proceeds distributed and (ii) the amount of such proceedsReceipts.
Appears in 2 contracts
Samples: Deposit Agreement (Glaxosmithkline PLC), Deposit Agreement (Glaxosmithkline PLC)
Charges of Depositary. The Company agrees to pay the fees and reasonable out-of-pocket expenses of the Depositary and those of any Registrar Registrar, if any, as are provided in Section 5.06 of the Deposit Agreement and this Article 8 only in accordance with agreements in writing entered into between the Depositary Company and the Company Depositary from time to time. The Depositary shall present detailed statements for such 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares CPOs or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution delivery of Receipts pursuant to Section 4.034.03 of the Deposit Agreement), whichever or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares CPOs generally on the Share register of or the CPO Trust, the Company or Foreign 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 hereunderwithdrawals, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.054.06, (5) a fee not in excess of $5.00 or less per 100 American Global Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 Section 2.03, 4.03 or 4.03 4.04 and the surrender of Receipts pursuant to Section 2.05 and or 6.02, (6) a fee of $.02 or less per Global Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.02 through 4.04 thereof, (7) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectively4.05 of the Deposit Agreement, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance execution and delivery of American Depositary Shares Receipts referred to above which would have been charged as a result of the deposit by Owners of such securities (for purposes of this clause 6 7 treating all such securities as if they were SharesCPOs) 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 Shares received less per Global Depositary Share (or portion thereof) for depositary services, which will be payable as provided in exercise clause 9 below and (9) any other charges payable by the Depositary, any of rights distributed the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of CPOs or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.07 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). All fees and charges may at any time and from time to them time be changed by agreement between the Company and the Depositary. Unless otherwise agreed, the Depositary shall present its statement for such expenses and fees or charges to the Company once every three (3) months. The charges and expenses of the Custodian, Nominee or any other agent of the Depositary are for the sole account of the Depositary. The right of the Depositary to receive payment of fees, charges and expenses as provided in Section 5.06 of the Deposit Agreement and this Article 8 shall survive the termination of the Deposit Agreement and, as to any Depositary, the resignation or removal of such Depositary pursuant to Section 4.02 or 4.045.05 of the Deposit Agreement (but then only with respect to such fees, respectively, but which securities or rights are instead sold by charges and expenses due and owing at the Depositary and the net proceeds distributed and (ii) the amount time of such proceedstermination, resignation or removal including those pursuant to Section 5.05 of the Dposit Agreement).
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Grupo Televisa, S.A.B.)
Charges of Depositary. The Company agrees to will not pay the fees and reasonable out-of-pocket any fees, expenses 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 detailed statements its statement for such charges and expenses to the Company at least 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 or the rules of any securities and stock exchange on which the American Depositary Shares are admitted for trading) regulations shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company (or Foreign Registrar the appointed agent of the Company for transfer and registration of the Shares) and accordingly applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement to be at the expense of persons depositing Shares or Owners, (4) such reasonable out-of-pocket expenses as are incurred by the Depositary in the conversion of foreign currency Foreign Currency pursuant to Section 4.05, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 or 4.03 Section 2.03, the execution and delivery of Receipts pursuant to Section 4.03, and the surrender of Receipts pursuant to Section 2.05 2.05, and (6) a fee not in excess of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the distribution Deposit Agreement including, but not limited to Sections 4.01 through 4.04 hereof, except for distributions of proceeds of sales cash dividends. The Depositary, subject to compliance with all applicable laws, rules and regulations and subject to Section 2.09 hereof, may own and deal in any class of securities or rights pursuant to Section 4.02 or 4.04, respectively, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance of American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners of securities (for purposes of this clause 6 treating all such securities as if they were Shares) or Shares received Company and its affiliates and in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights are instead sold by the Depositary and the net proceeds distributed and (ii) the amount of such proceedsReceipts.
Appears in 2 contracts
Samples: Deposit Agreement (Marconi Corp PLC), Deposit Agreement (Marconi Corp PLC)
Charges of Depositary. The Company Issuer agrees to pay the fees fees, reasonable expenses and reasonable out-of-pocket expenses 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 detailed statements its statement for such charges and expenses to the Company at least Issuer once every three months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company Issuer or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.034.3), whichever applicable: (1) taxes and other governmental chargescharges relating to the American Depositary Shares, Shares or Deposited Securities or the deposit, transfer or withdrawal thereof, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company Issuer or Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.054.5, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 2.3, 4.3 or 4.03 4.4, and the surrender of Receipts pursuant to Section 2.05 Sections 2.5 or 6.2 and (6) a fee not in excess of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the distribution of proceeds of sales Deposit Agreement, including but not limited to Sections 4.1 through 4.4 hereof. The Depositary, subject to Section 2.9 hereof, may own and deal in any class of securities or rights pursuant to Section 4.02 or 4.04, respectively, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance of American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners of securities (for purposes of this clause 6 treating all such securities as if they were Shares) or Shares received Issuer and its affiliates and in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights are instead sold by the Depositary and the net proceeds distributed and (ii) the amount of such proceedsReceipts.
Appears in 2 contracts
Samples: Deposit Agreement (Lihir Gold LTD), Deposit Agreement (Lihir Gold LTD)
Charges of Depositary. The Company agrees to will not pay the fees and reasonable out-of-pocket any fees, expenses 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 detailed statements its statement for such charges and expenses to the Company at least 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 or the rules of any securities and stock exchange on which the American Depositary Shares are admitted for trading) regulations shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.034.03 of the Deposit Agreement), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company (or Foreign Registrar the appointed agent of the Company for transfer and registration of the Shares) and accordingly applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunderunder the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit AgreementAgreement to be at the expense of persons depositing Shares or Owners, (4) such reasonable out-of-pocket expenses as are incurred by the Depositary in the conversion of foreign currency Foreign Currency pursuant to Section 4.054.05 of the Deposit Agreement, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections Section 2.03 or of the Deposit Agreement, the execution and delivery of Receipts pursuant to Section 4.03 of the Deposit Agreement, and the surrender of Receipts pursuant to Section 2.05 of the Deposit Agreement, and (6) a fee not in excess of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the distribution Deposit Agreement including, but not limited to Sections 4.01 through 4.04 thereof, except for distributions of proceeds cash dividends. The Depositary, subject to compliance with all applicable laws, rules and regulations and subject to Section 2.09 of sales the Deposit Agreement, may own and deal in any class of securities or rights pursuant to Section 4.02 or 4.04, respectively, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance of American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners of securities (for purposes of this clause 6 treating all such securities as if they were Shares) or Shares received Company and its affiliates and in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights are instead sold by the Depositary and the net proceeds distributed and (ii) the amount of such proceedsReceipts.
Appears in 2 contracts
Samples: Deposit Agreement (Marconi Corp PLC), Deposit Agreement (Marconi Corp PLC)
Charges of Depositary. The Company agrees to pay or reimburse the fees fees, reasonable expenses and reasonable out-of-pocket expenses charges of the Depositary and those of any Registrar only in accordance only with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present detailed statements for such expenses to the Company at least once every three months. The charges and expenses right of the Custodian are for Depositary to receive payments reimbursements under this Paragraph 7 shall survive the sole account termination of the DepositaryDeposit Agreement. The following charges (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by the Holders and Beneficial Owners, by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03Paragraph 12 hereof and to the terms of the Deposit Agreement), whichever is applicable: (1) taxes (including, without limitation, any amounts in respect of any applicable stamp 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 and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05Paragraph 14 hereof and to the terms of the Deposit Agreement, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 or 4.03 Paragraph 14 hereof and to the terms of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.05 Paragraphs 2, 12 and 21 hereof and the terms 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, (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 proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectivelyParagraph 7 hereof and to the terms of the Deposit Agreement, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance 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 6 (8) treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights are instead sold distributed by the Depositary and the net proceeds distributed to Holders, and (ii9) a fee of $0.01 or less per ADS (or portion thereof) per year to cover such expenses as are incurred for inspections by the amount Depositary, the Custodian or their respective agents of such proceedsthe Share Register maintained by the Russian Share Registrar (which fee shall be assessed against Holders of record as of the date set by the Depositary in accordance with Section 4.06 of the Deposit Agreement not more often than once each calendar year).
Appears in 2 contracts
Samples: Deposit Agreement (Yukos Oil Co), Deposit Agreement (Yukos Oil Co)
Charges of Depositary. The Company agrees to pay the fees and reasonable out-of-pocket 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 detailed statements for such expenses be entitled to receive the Company at least once every three months. The charges following remuneration and expenses reimbursement in respect of its services under the Custodian are for Deposit Agreement (a) from the sole account of the Depositary. The following charges Registered Holder (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03), whichever applicable: (1i) taxes and other governmental charges, ; (2ii) 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 share register of the Company (or Foreign Registrar any appointed agent of the Company for transfer and registration of Shares which may be the Registrar) and accordingly applicable to transfers transfer of Shares to the name of the Depositary Depositary, a Custodian or its nominee their nominees or the Custodian or its nominee person who makes a withdrawal of Shares, on the making of deposits or withdrawals hereunder, pursuant to Sections 2.02 or 2.05 of the Deposit Agreement; (3iii) such cable, telex and telex, facsimile transmission and delivery expenses as are expressly provided in this the Deposit Agreement, Agreement to be at the expense of persons depositing Shares or the Registered Holders; (4iv) such customary expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.054.08 of the Deposit Agreement (including, without limitation, expenses incurred on behalf of Registered Holders in connection with compliance with foreign exchange control restrictions); (5v) a fee not in excess of $5.00 or less per 100 American Depositary Shares Receipts (or portion thereof) for the execution issuance and delivery surrender, respectively of Receipts pursuant to Sections 2.03 the Deposit Agreement; (vi) a fee not in excess of $0.02 per American Depositary Share (or 4.03 and the surrender of Receipts portion thereof) held for any cash distribution made pursuant to Section 2.05 the Deposit Agreement; and (6vii) a fee for the distribution of proceeds of sales of securities or rights the Deposited Securities pursuant to Section 4.02 or 4.04, respectivelythe Deposit Agreement, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners of securities (for purposes of this clause 6 treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectivelysecurities, but which securities were instead distributed by the Depositary to Registered Holders, and (b) from the Company (i) such sums and amounts as may have been agreed between the Company and the Depositary; (ii) all reasonable costs in connection with the delivery of information under sections 4.10 and 5.06 of the Deposit Agreement; and (iii) in respect of any exceptional fees, taxes, duties, charges, costs and expenses which the Depositary finds it necessary or rights are instead sold by desirable or is required to undertake or to pay in the performance of its obligations under this agreement, such additional remuneration as shall be agreed between the Depositary and the net proceeds distributed Company. Subject to the above paragraph all fees, taxes, duties, charges, costs and (ii) expenses which are payable by the amount of such proceedsCompany shall be paid by the Company to the Depositary upon demand therefor.
Appears in 2 contracts
Samples: Deposit Agreement (Infosys Technologies LTD /Adr/), Deposit Agreement (Infosys Technologies LTD)
Charges of Depositary. Except for GDSs issued in respect of the Initial Deposit, the Depositary will charge the party receiving a GDR against deposit of Shares or other depositary receipts, $0.05 per GDS. The Company agrees Depositary will charge the party surrendering a GDR in connection with the withdrawal of Deposited Securities (including any withdrawal for the purpose of conversion of Shares), $0.05 per GDS. The Depositary will charge the party for whom the sale or exercise of rights, is made, $0.02 for each GDS per distribution. Holders will pay through deduction or otherwise, in addition to pay the fees and reasonable out-of-pocket expenses of the Depositary charges summarized above in this paragraph (9) and those of any Registrar only set forth in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present detailed statements for such expenses Exhibit B 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 Deposit Agreement, (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03), whichever applicable: (1i) taxes and other governmental chargescharges (including, but not limited to any transfer, capital gains and stamp tax) other than any capital or stamp duties or transfer taxes payable by the Company in accordance with the terms and conditions of the Shares and the Common Stock, (2ii) such registration registration, transfer, custody or other 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 its appointed agent for the registration of transfer and accordingly applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee Nominee on the making of deposits pursuant to Section 2.02 of the Deposit Agreement or withdrawals hereunderpursuant to Section 2.05 of the Deposit Agreement, or Section 2.06 of the Deposit Agreement, (3iii) such cable, telex and telex, facsimile transmission and delivery expenses as are expressly provided in this the Deposit Agreement, Agreement to be at the expense of persons depositing Shares or Holders and (4iv) such reasonable expenses and charges as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05, 4.06 of the Deposit Agreement (5which is summarized in paragraph (19) a fee not hereof) or in excess connection with other distributions to holders of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 or 4.03 and the surrender of Receipts pursuant to Section 2.05 4.02, 4.03, 4.04 or 4.05 of the Deposit Agreement (which are summarized in paragraphs (15), (16), (17) and (6) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.0418), respectively, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance of American Depositary Shares referred to above which would have been charged as a result hereof). Any other charges and expenses of the deposit Depositary under the Deposit Agreement and the Registrar, if any, will be paid by Owners of securities (for purposes of this clause 6 treating all such securities as if they were Shares) or Shares received the Company after consultation and agreement and in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights are instead sold by accordance with agreements in writing entered into between the Depositary and the net proceeds distributed Company as to the nature and (ii) the amount of such proceedscharges and expenses. The charges and expenses of the Custodian, the Nominee or any other agent of the Depositary are for the sole account of the Depositary. The right of the Depositary to receive payment of fees, charges and expenses as provided in Section 5.05 of the Deposit Agreement (and summarized in this paragraph (9)) shall survive the termination of this Deposit Agreement and, as to any Depositary, the resignation of such Depositary pursuant to Section 5.04 of the Deposit Agreement.
Appears in 2 contracts
Samples: Deposit Agreement (Philippine Long Distance Telephone Co), Preferred Stock Deposit Agreement (Philippine Long Distance Telephone Co)
Charges of Depositary. The Company agrees to pay the fees and reasonable out-of-pocket 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 detailed statements for such 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share share register of the Company (or Foreign Registrar (if applicable) the appointed agent of the Company for transfer and registration of Shares) and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency Foreign Currency pursuant to Section 4.05, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 or 4.03 and for the surrender of Receipts pursuant to Section Sections 2.03, 4.03, 4.04, 2.05 and 6.02, respectively, and (6) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectively4.02, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance 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 6 (6) treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively), but which securities or rights are instead sold distributed by the Depositary to Owners. The Depositary, subject to the Company's statuts and Section 2.09 hereof, may own and deal in any class of securities of the net proceeds distributed Company and (ii) the amount of such proceedsits affiliates and in Receipts.
Appears in 2 contracts
Charges of Depositary. The Company agrees to pay the fees and reasonable out-of-pocket 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 detailed statements statement for such 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03)) or by Owners, whichever as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 Section 2.03, 4.03 or 4.03 4.04 and the surrender of Receipts pursuant to Section 2.05 and or 6.02, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to this Deposit Agreement, including, but not limited to Sections 4.01 through 4.04, (7) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectively4.02, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance 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 6 7 treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights are instead sold 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 the net proceeds distributed 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 (ii9) any other charges payable by the amount 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 4.06 and shall be collected at the sole discretion of the Depositary by billing such proceedsOwners for such charge or by deducing such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.09 of the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in Receipts.
Appears in 2 contracts
Samples: Deposit Agreement (Contax Holding CO), Deposit Agreement (Contax Holding Co)
Charges of Depositary. The Company agrees to pay the fees and reasonable out-of-pocket expenses of the Depositary and those of any the Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present detailed statements for fees and such 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03), whichever is applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency Foreign Currency pursuant to Section 4.05, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 or 4.03 and the surrender of Receipts pursuant to Section 2.05 (other than any execution and delivery of Receipts in connection with the initial issuance of Receipts under the Deposit Agreement), (6) a fee not in excess of $0.02 per American Depositary Share (or portion thereof) for any cash distribution pursuant to Section 4.01 and (67) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectively, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance of American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners of securities (for purposes of this clause 6 7 treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights are instead sold by the Depositary and the net proceeds distributed and (ii) the amount of such proceeds.
Appears in 2 contracts
Samples: Deposit Agreement (Brazilian Distribution Co Companhia Brasileira De Distr CBD), Deposit Agreement (Brazilian Distribution Co Companhia Brasileira De Distr CBD)
Charges of Depositary. The Company agrees to pay the fees fees, reasonable expenses and reasonable out-of-pocket expenses 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 detailed statements its statement for such charges and expenses to the Company at least once every three monthsmonths or at such other interval as the Company and the Depositary may agree in writing. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.034.03 of the Deposit Agreement), whichever or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar Registrar, if applicable, and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunderunder the terms of the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.054.05 of the Deposit Agreement, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 Section 2.03, 4.03 or 4.03 4.04 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.05 and or 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 Sections 4.01 through 4.04 of the Deposit Agreement, (7) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectivelyof the Deposit Agreement, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance 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 6 7 treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively), but which securities or rights are instead sold 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 net proceeds distributed extent a fee of $.02 was charged pursuant to clause (6) above during that calendar year and (ii9) any other charge payable by the amount 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 4.06 of the Deposit Agreement and shall be collected at the sole discretion of the Depositary by billing such proceedsOwners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Article 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.
Appears in 2 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Adidas Ag)
Charges of Depositary. The Company agrees to pay the fees fees, reasonable expenses and reasonable out-of-pocket expenses 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 detailed statements 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares CPOs or by any party Holder surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.034.03 hereof), whichever or by Holders, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares CPOs generally on the Share CPO register of the Company CPO Trust (or Foreign Registrar the appointed agent of the CPO Trust for transfer and registration of CPOs) and applicable to transfers of Shares CPOs to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 or Section 2.03, the execution and delivery of Receipts pursuant to Section 4.03 and the surrender of Receipts pursuant to Section 2.05 and 2.05, (6) a fee of $.02 or less per American Depositary (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.01 through 4.04 hereof, (7) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectively4.02, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance execution and delivery of American Depositary Shares Receipts referred to above which would have been charged as a result of the deposit by Owners of such securities (for purposes of this clause 6 7 treating all such securities as if they were SharesCPOs) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights are instead sold distributed by the Depositary and the net proceeds distributed to Holders, (8) in addition to any fee charged under clause 6 above, a fee of $.02 or less per American Depositary Share (or portion thereof) per annum for depositary services, which will be payable as provided in item 9 below; and (ii9) any other charge payable by the amount Depositary, any of the Depositary’s agents, including the Custodian, or the agents of the Depositary’s agents in connection with the servicing of CPOs or other Deposited Securities (which charge shall be assessed against Holders as of the date or dates set by the Depositary in accordance with Section 4.06 and shall be payable at the sole discretion of the Depositary by billing such proceedsHolders for such charge or by deducting such charge from one or more cash dividends or other cash distributions).
Appears in 1 contract
Samples: Deposit Agreement (Ica Corp)
Charges of Depositary. The Company agrees to pay the fees and reasonable out-of-pocket 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 detailed statements for such expenses be entitled to receive the Company at least once every three months. The charges following remuneration and expenses reimbursement in respect of its services under the Custodian are for Deposit Agreement (a) from the sole account of the Depositary. The following charges Registered Holder (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03), whichever applicable: (1i) taxes and other governmental charges, ; (2ii) 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 share register of the Company or Foreign Registrar and accordingly applicable to transfers transfer of Shares to the name of the Depositary Depositary, a Custodian or its nominee their nominees or the Custodian or its nominee person who makes a withdrawal of Shares, on the making of deposits or withdrawals hereunder, pursuant to Sections 2.02 or 2.06 of the Deposit Agreement; (3iii) such cable, telex and telex, facsimile transmission and delivery expenses as are expressly provided in this the Deposit Agreement, Agreement to be at the expense of persons depositing Shares or the Registered Holders; (4iv) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.054.05 of the Deposit Agreement (including, without limitation, expenses incurred on behalf of Registered Holders in connection with compliance with foreign exchange control restrictions) and including without limitation expenses, fees and other charges imposed by any Affiliate (5which may, in its sole discretion, act in a principal capacity in such transaction) that may be utilized in connection therewith; (v) such fees and expenses as are incurred by the Depositary in connection with compliance with regulatory requirements applicable to Shares, Deposited Securities, American Depositary Shares and Receipts; (vi) the fees and expenses incurred by the Depositary in connection with the delivery of Deposited Securities, including any fees of a central depository for securities in the local market, where applicable; (vii) any fees, charges, costs or expenses that may be incurred from time to time by the Depositary and/or any of the Depositary's agents, including the Custodian, and/or agents of the Depositary's agents in connection with the servicing of Shares, Deposited Securities and/or American Depositary Shares, 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 (such fees, charges, costs or expenses to be assessed against Registered Holders of record as at the date or dates set by the Depositary as it sees fit and collected at the sole discretion of the Depositary by billing such Registered Holders for such fee or by deducting such fee from one or more cash dividends or other cash distributions); (viii) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) to any person to whom American Depositary Shares are issued or to any person to whom a distribution is made in respect of distributions on the American Depositary Shares pursuant to stock splits or other distributions (except stock dividends and other free/bonus distributions of Shares which in each case are distributed in the form of American Depositary Shares issued under the Deposit Agreement or where a distribution is converted to cash), and to any person surrendering American Depositary Shares for withdrawal of Deposited Securities or whose American Depositary Shares are cancelled or reduced for any other reason including, inter alia, cash distributions made pursuant to a cancellation or withdrawal; (ix) a fee not in excess of $2.00 per 100 American Depositary Shares (or portion thereof) to any person to whom a stock dividend or other free/bonus distribution of Shares is distributed in the form of American Depositary Shares issued hereunder, (x) a fee not in excess of $0.05 per American Depositary Share (or portion thereof) held for any cash distribution made pursuant to the Deposit Agreement; (xi) to any holder of American Depositary Shares (including, without limitation, Registered Holders), a fee not in excess of $5.00 per 100 American Depositary Shares (or portion thereof) issued upon the exercise of rights; (xii) for the execution operation and delivery maintenance costs in administering the American Depositary Shares an annual fee not in excess of Receipts pursuant $2.00 per 100 American Depositary Shares (or portion thereof), such fee to Sections 2.03 be assessed against Registered Holders of record as of the date or 4.03 dates set by the Depositary as it sees fit and collected at the surrender sole discretion of Receipts pursuant to Section 2.05 the Depositary by billing such Registered Holders for such fee or by deducting such fee from one or more cash dividends or other cash distributions; and (6xiii) a fee for the distribution of proceeds of sales of securities or rights the Deposited Securities pursuant to Section 4.02 or 4.04, respectivelythe Deposit Agreement, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners of securities (for purposes of this clause 6 treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectivelysecurities, but which securities were instead distributed by the Depositary to Registered Holders, and (b) from the Company (i) such sums and amounts as may have been agreed between the Company and the Depositary; (ii) all reasonable costs in connection with the delivery of information under sections 4.10 and 5.06 of the Deposit Agreement; and (iii) in respect of any exceptional fees, taxes, duties, charges, costs and expenses which the Depositary finds it necessary or rights are instead sold by desirable or is required to undertake or to pay in the performance of its obligations under the Deposit Agreement, such additional remuneration as shall be agreed between the Depositary and the net proceeds distributed Company. The Company will pay those other charges of the Depositary and (ii) those of any Registrar, if any, plus reasonable out of pocket expenses in accordance with written agreements entered into between the amount Depositary and the Company from time to time. Subject to the above paragraphs all fees, taxes, duties, charges, costs and expenses which are payable by the Company shall be paid by the Company to the Depositary upon demand therefor. The right of the Depositary to receive payment of fees, charges and expenses as provided above shall survive the termination of the Deposit Agreement and, as to any Depositary, the resignation or removal of such proceedsDepositary as described in Section 5.04 of the Deposit Agreement for those fees, charges and expenses incurred prior to the effectiveness of such resignation or removal. The Depositary may make payments to the Company and/or may share revenue with the Company derived from fees collected from Registered Holders and Beneficial Owners, upon such terms and conditions as the Company and the Depositary may agree from time to time. The Depositary reserves the right to utilize and retain a division or Affiliate(s) of the Depositary to direct, manage and/or execute any public and/or private sale of securities under the Deposit Agreement and to engage in the conversion of foreign currency thereunder. It is anticipated that such division and/or Affiliate(s) will charge the Depositary a fee and/or commission in connection with each such transaction, and seek reimbursement of its out-of-pocket costs and expenses related thereto. Such fees/commissions, costs and expenses, shall be deducted from amounts distributed under the Deposit Agreement and shall not be deemed to be fees of the Depositary under Section 5.09 of the Deposit Agreement or this Article 7 or otherwise.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Charges of Depositary. The Company agrees to pay the fees fees, reasonable expenses and reasonable out-of-pocket expenses 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 detailed statements 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 (Subject to the extent permitted by applicable law or and the rules regulations of any securities exchange on upon which the American Depositary Shares are admitted for trading) listed, the following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.034.3), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such air courier, cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency Foreign Currency pursuant to Section 4.054.5, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 Section 2.3, 4.3 or 4.03 4.4, and the surrender of Receipts pursuant to Section 2.05 2.5 or 6.2, (6) a maximum aggregate service fee of U.S.$2.00 per 100 American Depositary Shares (or portion thereof) per calendar year for the services performed by the Depositary in administering and maintaining the Receipts program, including for processing any cash dividends and other cash distributions made pursuant to the Deposit Agreement, including but not limited to Sections 4.1 through 4.4 (which service fee shall be assessed against Owners as of the record date or record dates set by the Depositary during each calendar year and shall be payable at the sole discretion of the Depositary by billing such Owners for such service fee or by deducting such service fee from one or more cash dividends or other cash distributions), and (67) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectively4.2, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance execution and delivery of American Depositary Shares Receipts referred to above which would have been charged as a result of the deposit by Owners of such securities (for purposes of this clause 6 (7) treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively), but which securities or rights are instead sold distributed by the Depositary to Owners. The Depositary, subject to Section 2.9 hereof, may own and deal in any class of securities of the net proceeds distributed Company and (ii) the amount of such proceedsits affiliates and in Receipts.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Charges of Depositary. The Company agrees to pay the fees and reasonable out-of-pocket 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 detailed statements for such 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 or 4.03 and the surrender of Receipts pursuant to Section 2.05 and 2.05, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to this Deposit Agreement, including but not limited to Sections 4.01 through 4.04 hereof, (7) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectively, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance of American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners of securities (for purposes of this clause 6 7 treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights are instead sold by the Depositary and the net proceeds distributed and (ii) the amount of such proceeds, (8) in addition to any fee charged under clause 6, a fee of $.02 or less per American Depositary Share (or portion thereof) per annum for depositary services, which will be payable as provided in clause 9 below, (9) any other 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 4.06 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).
Appears in 1 contract
Charges of Depositary. The Company agrees to pay the fees fees, reasonable expenses and reasonable out-of-pocket expenses 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 detailed its 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any Owner of Receipts or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register Register of the Company or Foreign maintained by the Russian Share Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 2.03, 4.03 or 4.03 4.04, and the surrender of Receipts pursuant to Section Sections 2.05 and or 6.02, (6) a fee of $0.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreem ent, including, but not limited to Sectio ns 4.01 through 4.04 hereof, (7) a fee of $0.01 or less per American Depositary Share (or portion thereof) per year to cover such expenses as are incurred for inspections by the Depositary, the Custodian or their respective agents of the Share Register maintained by the Russian Share Registrar (which fee shall be assessed against Owners of record as of the date or dates set by the Depositary in accordance with Section 4.06 and shall be collected at the sole discretion of the Depositary by billing such Owners for such fee or by deducting such fee from one or more cash dividends or other cash distributions), (8) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectively4.02, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance 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 6 8 treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights are instead sold distributed by the Depositary and the net proceeds distributed to Owners, and (ii9) a fee not in excess of $1.50 per certificate for a Receipt or Receipts for transfers made pursuant to the amount terms of such proceedsthe Deposit Agreement. The Depositary, subject to Section 2.09 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.
Appears in 1 contract
Samples: Deposit Agreement
Charges of Depositary. The Company agrees to pay the fees fees, reasonable expenses and reasonable out-of-pocket expenses outofpocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present detailed statements 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.034.3 of the Deposit Agreement), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunderunder the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency Foreign Currency pursuant to Section 4.054.5 of the Deposit Agreement, (5) a fee not in excess of $USD 5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 Section 2.3, 4.3 or 4.03 4.4 of the Deposit Agreement, and the surrender of Receipts pursuant to Section 2.05 2.5 or 6.2 of the Deposit Agreement, (6) to the extent permitted by any securities exchange on which the American Depositary Shares may be listed for trading a fee of USD.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement including, but not limited to, Sections 4.1 through 4.4 thereof, and (67) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectively4.2 of the Deposit Agreement, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance 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 6 (7) treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively), but which securities or rights are instead sold distributed by the Depositary to Owners. The Depositary, subject to Section 2.9 of the Deposit Agreement, may own and deal in any class of securities of the net proceeds distributed Company and (ii) the amount of such proceedsits affiliates and in Receipts. 8.
Appears in 1 contract
Samples: Publicis Groupe Sa
Charges of Depositary. The Company Issuer agrees to pay the fees fees, reasonable expenses and reasonable out-of-pocket expenses 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 detailed statements its statement for such charges and expenses to the Company at least Issuer in arrears once every three months. The charges and expenses of the Custodian are for the sole account of the Depositary. The TheFor the benefit of the Depositary and/or the Issuer, the following charges (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts ReceiptsAmerican Depositary Shares or to whom Receipts ReceiptsAmerican Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company Issuer or an exchange of stock regarding the Receipts ReceiptsAmerican Depositary Shares or Deposited Securities or a distribution of Receipts Receiptsdelivery of American Depositary Shares pursuant to Section 4.03), whichever whicheveror by Holders, as applicable: (1) taxes taxes, duties and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company Issuer or Foreign Registrar and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts ReceiptsAmerican Depositary Shares pursuant to Sections 2.03 Section 2.03, 4.03, 4.04 or 4.03 4.05 and the surrender of Receipts ReceiptsAmerican Depositary Shares pursuant to Section 2.05 or Section 6.02, and (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any eachcash distribution made pursuant to this Deposit Agreement, including, but not limited to Sections 4.01 through 4.05 hereof, and (7) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 4.02, 4.03 or 4.04, respectively, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance issuancedelivery of American Depositary Shares referred to in (5) above which would have been charged as a result of the deposit by Owners Holders of such securities (for purposes of this clause 6 (7) treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 4.02, 4.03 or 4.04, respectively, but which securities or rights are instead sold by the Depositary and the net proceeds distributed.are instead distributed by the Depositary to Holders, (8) in addition to any fee charged under clause (6), a fee of $.01 per American Depositary Share (or portion thereof) for depositary services (which fee shall be assessed against Holders on or about March 20th and on or about September 20th by billing such Holders for such fee or by deducting such fee from one or more cash dividends or other cash distributions); provided, however, that the maximum fee charged under this clause (8) shall not exceed $.02 per calendar year, and (ii9) any other charges payable by the amount 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 Holders as of the date or dates set by the Depositary in accordance with Section 4.07 and shall be payable at the sole discretion of the Depositary by billing such proceedsHolders for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.09 hereof, may own and deal in any class of securities of the Issuer and its affiliates and in American Depositary Shares.
Appears in 1 contract
Charges of Depositary. The Company Issuer agrees to pay the fees and reasonable out-of-pocket expenses 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 detailed statements its statement for such charges and expenses to the Company at least Issuer once every three months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares, except for the Initial Deposit of Shares hereunder, or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company Issuer or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03)4.03 hereof) or by the Owner, whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company Issuer or Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement to be at the expense of persons depositing Shares or Owners, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency Foreign Currency pursuant to Section 4.05, (5) a fee of not in excess of $5.00 or less .05 per 100 American Depositary Shares (or portion thereof) for the execution and delivery issuance or surrender, respectively, of Receipts pursuant to Sections 2.03 or 4.03 and the surrender of Receipts pursuant to Section 2.05 and a Receipt, (6) a fee not in excess of $.02 per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement including, but not limited to, Sections 4.01 through 4.04 hereof, and (7) a fee for, and the deduction of such fee from, the distribution of proceeds of sales of securities or rights pursuant to Section Sections 4.02 or 4.04, respectively, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance of American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners of securities (for purposes of this clause 6 (7) treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section Sections 4.02 or 4.04, respectively, but which securities or rights are instead sold by the Depositary Depositary, and the net proceeds distributed distributed. The Depositary, subject to Section 2.09 hereof, may own and (ii) deal in any class of securities of the amount of such proceedsIssuer and its affiliates and in Receipts.
Appears in 1 contract
Samples: Deposit Agreement (Turkiye Garanti Bankasi a S /Fi)
Charges of Depositary. The Company agrees to pay the fees fees, reasonable expenses and reasonable out-of-pocket expenses 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 detailed statements 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 (Subject to the extent permitted by applicable law or and the rules regulations of any securities exchange on upon which the American Depositary Shares are admitted for trading) listed, the following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.034.3), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Table of Contents Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such air courier, cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency Foreign Currency pursuant to Section 4.054.5, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 Section 2.3, 4.3 or 4.03 4.4, and the surrender of Receipts pursuant to Section 2.05 2.5 or 6.2, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement including, but not limited to, Sections 4.1 through 4.4 hereof, except for any distribution of cash dividends and (67) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectively4.2, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance execution and delivery of American Depositary Shares Receipts referred to above which would have been charged as a result of the deposit by Owners of such securities (for purposes of this clause 6 (7) treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively), but which securities or rights are instead sold distributed by the Depositary to Owners. The Depositary, subject to Section 2.9 hereof, may own and deal in any class of securities of the net proceeds distributed Company and (ii) the amount of such proceedsits affiliates and in Receipts.
Appears in 1 contract
Samples: Deposit Agreement (Sap Aktiengesellschaft Systems Applications Products in Data)
Charges of Depositary. The Company agrees to pay the fees and reasonable out-of-pocket 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 detailed statements its statement for such fees and expenses to the Company at least once every three months. The charges fees and expenses of the Custodian are for the sole account of the Depositary. The following charges (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.034.3), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Amended and Restated Deposit Agreement, (4) such reasonable expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05, 4.5 (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 Section 2.3, 4.3 or 4.03 4.4, and the surrender of Receipts pursuant to Section 2.05 2.5 or 6.2, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement including, but not limited to, Sections 4.1 through 4.4 hereof, and (67) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectively4.2, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance 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 6 (7) treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively), but which securities or rights are instead sold distributed by the Depositary to Owners. The Depositary, subject to Section 2.9 hereof, may own and deal in any class of securities of the net proceeds distributed Company and (ii) the amount of such proceedsits affiliates and in Receipts.
Appears in 1 contract
Samples: Deposit Agreement (Skyepharma PLC)
Charges of Depositary. The Company agrees to pay the fees and reasonable out-of-pocket 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 detailed statements for such 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03)4.03 of the Deposit Agreement) or by Owners, whichever is applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share share register of the Company (or Foreign Registrar (if applicable) the appointed agent of the Company for transfer and registration of Shares) and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency Foreign Currency pursuant to Section 4.054.05 of the Deposit Agreement, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 Section 2.03, 4.03 or 4.03 4.04 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.05 and or 6.02 of the Deposit Agreement, (6) a fee of $0.05 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 4.01 through 4.04 of the Deposit Agreement (if and to the extent permitted by any securities exchange on which the American Depositary Shares may be listed for trading) (7) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectivelyof the Deposit Agreement, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance 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 6 (7) treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights are instead sold distributed by the Depositary to Owners, (8) an aggregate fee of U.S.$0.05 per American Depositary Share per calendar year (or portion thereof) for services performed by the Depositary in administering the Receipts (which fee may be charged on a periodic basis during each calendar year and shall be assessed against Owners as of the record date or record dates set by the Depositary during each calendar year 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); provided, however, that the aggregate of fees charged under (6) above and (8) shall not exceed $0.05 per American Depositary Share per calendar year, and (9) reimbursement of such fees, charges and expenses as are incurred by the Depositary and/or any of the Depositary's agents (including, without limitation, the Custodian and expenses incurred on behalf of Owners in connection with compliance with foreign exchange control regulations or any law or regulation relating to foreign investment) in connection with the servicing of the Shares or other Deposited Securities, the 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 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 net proceeds distributed sole discretion of the Depositary by billing such Owners or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Article 8 hereof, may own and (ii) deal in any class of securities of the amount of such proceedsCompany and its affiliates and in Receipts.
Appears in 1 contract
Samples: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Charges of Depositary. The Company agrees to pay the fees and reasonable out-of-pocket 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 detailed statements for such 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections SectionsSection 2.03 or 4.03 and the surrender of Receipts pursuant to Section 2.05 and (62.05, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to Section 4.01 or 4.03 hereof, (7) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectively, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance of American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners of securities (for purposes of this clause 6 67 treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights are instead sold by the Depositary and the net proceeds distributed and (ii) the amount of such proceeds, (8) in addition to any fee charged under clause 6, a fee of $.02 or less per American Depositary Share (or portion thereof) per annum for depositary services, which will be payable as provided in clause 9 below, (9) any other 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 4.06 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).
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
Charges of Depositary. The Company agrees to pay the fees fees, reasonable expenses and reasonable out-of-pocket expenses 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 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any Owner of Receipts or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register Register of the Company or Foreign maintained by the Russian Share Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 2.03, 4.03 or 4.03 4.04, and the surrender of Receipts pursuant to Section Sections 2.05 and or 6.02, (6) a fee of $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 4.01 through 4.04 hereof, (7) a fee of $0.01 or less per American Depositary Share (or portion thereof) per calendar year for custodial related matters (which fee shall be assessed against Owners of record as of the date or dates set by the Depositary in accordance with Section 4.06 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 proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectively4.02, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance 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 6 8 treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights are instead sold distributed by the Depositary and to Owners, (9) a fee not in excess of $1.50 per certificate for a Receipt or Receipts for transfers made pursuant to the net proceeds distributed terms of the Deposit Agreement, and (ii10) an aggregate fee of U.S.$0.02 per American Depositary Share per calendar year for services performed by the Depositary in administering the Receipts (which fee may be charged on a periodic basis during each calendar year ((with the aggregate of such fees not to exceed the amount set forth above))) and shall be assessed against Owners as of the record date or record dates set by the Depositary during each calendar year and shall be payable at the sole discretion of the Depositary by billing such proceedsOwners or by deducting such charge from one or more cash dividends or other cash distributions); provided, however, that if the Depositary imposes a fee under this clause (10), then the total of fees assessed under this clause (10), combined with the total of fees assessed under clauses (6) and (7) above, shall not exceed U.S.$0.03 per American Depositary Share in any calendar year. The Depositary, subject to Section 2.09 hereof, may own and deal, in accordance with applicable law, in any class of securities of the Company and its Affiliates and in Receipts.
Appears in 1 contract
Samples: Deposit Agreement (Open Joint Stock Co Long Distance & Internat Comm Rostelecom)
Charges of Depositary. The Company Issuer agrees to pay the fees fees, reasonable expenses and reasonable out-of-pocket expenses 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 Unless otherwise agreed, the Depositary shall present detailed statements its statement for such charges and expenses to the Company at least Issuer once every three months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges (to the extent permitted by applicable law or the rules of any securities exchange on charges, for which the American Depositary Shares are admitted for trading) Issuer shall have no responsibility or liability, shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company Issuer or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.034.3 of the Deposit Agreement), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company Issuer or Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunderunder the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.054.5 of the Deposit Agreement, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 Section 2.3 or 4.03 4.3 of the Deposit Agreement, and the surrender of Receipts pursuant to Section 2.05 and 2.5 of the Deposit Agreement, (6) a fee not in excess of $.02 per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the distribution Deposit Agreement including, but not limited to Sections 4.1 through 4.4 thereof, (7) a fee not in excess of proceeds of sales of securities $1.50 per certificate for a Receipt or rights Receipts for transfers made pursuant to Section 4.02 2.4 of the Deposit Agreement and (8) an annual fee of $5.00 or 4.04, respectively, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance of less per 100 American Depositary Shares referred to above which would have been charged for the operation and maintenance costs in administering the American Depositary Shares.. Deutsche Bank Trust Company Americas, other than in its capacity as a result the Depositary under the Deposit Agreement, may own and deal in any class of securities of the deposit by Owners of securities (for purposes of this clause 6 treating all such securities as if they were Shares) or Shares received Issuer and its affiliates and in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights are instead sold by the Depositary and the net proceeds distributed and (ii) the amount of such proceedsReceipts.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Charges of Depositary. The Company agrees to pay the fees and reasonable out-of-pocket 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 detailed statements for such 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.034.03 of the Deposit Agreement), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share share register of the Company (or Foreign Registrar (if applicable) 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 hereunderunder the terms of the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency Foreign Currency pursuant to Section 4.054.05 of the Deposit Agreement, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 or 4.03 and for the surrender of Receipts pursuant to Section Sections 2.03, 4.03, 4.04, 2.05 and 6.02 of the Deposit Agreement, respectively, (6) a fee not in excess of $0.02 per American Depositary Share (or portion thereof) for any cash distribution pursuant to Sections 4.01 through 4.04 of the Deposit Agreement and (7) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectivelyof the Deposit Agreement, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance 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 6 7 treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights are instead sold distributed by the Depositary to Owners. No fee will be charged by the Depositary to any Owner or Beneficial Owner in connection with such Owner’s or Beneficial Owner’s exercise of voting rights relating to any Shares underlying the American Depositary Shares. The Depositary, subject to Article 8 hereof, may own and deal in any class of securities of the net proceeds distributed Company and (ii) the amount of such proceedsits affiliates and in Receipts.
Appears in 1 contract
Charges of Depositary. The Company agrees to shall pay the fees only those fees, reasonable expenses and reasonable out-of-pocket expenses charges of the Depositary and those of any Registrar only in accordance with agreements which may be agreed in writing entered into between the Depositary and the Company from time to time. The Unless otherwise agreed, the Depositary shall present detailed statements 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. Subject to provisions of this agreement to the contrary, the Company shall not pay or be liable for any fee or amount required to be paid by any other person hereunder. The following charges (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03Receipts), whichever as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for relating to the transfer of Shares or the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunderhereunder or any other similar fees or charges, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05, 4.6 and (5) a fee not fees as provided in excess of $5.00 or less per 100 American Depositary Shares Exhibit B hereto for (or portion thereofi) for the execution and delivery of Receipts pursuant to Sections 2.03 or 4.03 Section 2.3 and the surrender of Receipts and the withdrawal of Deposited Securities pursuant to Section 2.05 and (6) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.042.5, respectively, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance of American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners of securities (for purposes of this clause 6 treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights are instead sold by the Depositary and the net proceeds distributed and (ii) any distributions made pursuant to the amount Deposit Agreement, including but not limited to Sections 4.2 through 4.5 hereof, and (iii) a receipt or Receipts for transfers, split-ups or combinations made pursuant to the terms of such proceedsthis Deposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (Henderson Land Development Company LTD /Fi)
Charges of Depositary. The Company Issuer agrees to pay the fees fees, reasonable expenses and reasonable out-of-pocket expenses 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 detailed statements for such 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company Issuer or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.034.3), whichever or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company Issuer or Foreign Registrar and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided for in this Deposit AgreementAgree¬ment, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.054.5, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 Section 2.3, 4.3 or 4.03 4.4 and the surrender of Receipts pursuant to Section 2.05 and 2.5 or 6.2, (6) a fee of $.05 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to this Deposit Agreement, including, but not limited to Sections 4.1 through 4.4, (7) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectively4.2, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance 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 6 (7) treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights are instead sold distributed by the Depositary and the net proceeds distributed to Owners, (8) in addition to any fee charged under clause (6), a fee of $.05 or less per American Depositary Share (or portion thereof) per annum for depositary services, which will be payable as provided in clause (9) below; and (ii9) any other charge payable by the amount Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 and shall be payable at the sole discretion of the Depositary by billing such proceedsOwners 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, may own and deal in any class of securities of the Issuer and its affiliates and in Receipts.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
Charges of Depositary. The Company agrees to pay the expenses, fees or charges of the Depositary and the Registrar, co-transfer agent and co-registrar, and any other agent of the Depositary appointed under this Deposit Agreement (except those of the Custodian), as indicated in Exhibit B hereto to be paid by the Company, or in accordance with the written agreements between the Company and the Depositary from time to time, in each case other than the following items which are payable by Holders: (1) the charges of the Depositary for the execution and delivery of Receipts pursuant to Section 2.03, and the surrender of Receipts pursuant to Section 2.05, and for the making of distributions pursuant to Section 4.02 through 4.07 hereof, (2) taxes and other governmental charges, (3) such registration fees as may from time to time be in effect for the registration of transfers, if any, of Shares generally on the share register of the Company (or any appointed agent of the Company for transfer and registration of Shares which may be the Share Registrar) and accordingly applicable to transfers of Shares to the name of the Depositary, a Custodian or their nominees or the person who makes a withdrawal, on the making of deposits or withdrawal pursuant to Sections 2.02 or 2.05, (4) such cable, telex, facsimile transmission and delivery expenses as are expressly provided in this Deposit Agreement to be at the expense of persons depositing Shares or Holders, (5) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.08, and (6) such fees and reasonable out-of-pocket expenses as are incurred by the Depositary (including without limitation expenses incurred on behalf of Holders in connection with compliance with foreign exchange control regulations) in delivery of Deposited Securities. The Company shall pay other charges and expenses of the Depositary and those of any Registrar hereunder only in accordance with separate written agreements in writing entered into between the Depositary Company and the Company Depositary, and responsibility for payment of such charges may at any time and from time to timetime be changed by agreement between the Company and the Depositary. The Company shall not pay or be liable for (i) the expenses of the Depositary for the execution and delivery of Receipts pursuant to Section 2.03, transfers of Receipts pursuant to Section 2.04, the surrender of Receipts pursuant to Section 2.05 and the making of distributions pursuant to this Deposit Agreement, (ii) the items mentioned on Exhibit B hereto as not being payable by the Company and (iii) overhead expenses and other expenses (including, without limitation, salaries and benefits to employees) of the Depositary incident to the administration in the ordinary course of this Deposit Agreement. Unless otherwise agreed, the Depositary shall present detailed statements its statement for such expenses and fees or charges 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to the name right of the Depositary or its nominee or the Custodian or its nominee on the making to receive payment of deposits or withdrawals hereunderfees, (3) such cable, telex charges and facsimile transmission expenses as are expressly provided above shall survive the termination of the Deposit Agreement and, as to any Depositary, the resignation of such Depositary as described in this Deposit AgreementSection 5.04 for those fees, (4) such charges and expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 or 4.03 and the surrender of Receipts pursuant to Section 2.05 and (6) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectively, such fee (which may be deducted from such proceeds) being in an amount equal prior to the lesser of (i) the fee for the issuance of American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners of securities (for purposes of this clause 6 treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights are instead sold by the Depositary and the net proceeds distributed and (ii) the amount effectiveness of such proceedsresignation.
Appears in 1 contract
Charges of Depositary. The Company agrees to pay the fees and reasonable out-of-pocket 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 detailed statements 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.034.03 of the Deposit Agreement), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunderunder the terms of the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.054.05 of the Deposit Agreement, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 or 4.03 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.05 and of the Deposit Agreement, (6) a fee not in excess of $.02 per American Depositary Share (or portion thereof) for any cash distribution made pursuant to Section 4.01 of the Deposit Agreement, and (7) a fee for, and deduct such fee from, the distribution of proceeds of sales of securities or rights pursuant to Section Sections 4.02 or 4.04, respectively, of the Deposit Agreement, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance of American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners of securities (for purposes of this clause 6 7 treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section Sections 4.02 or 4.04, respectively, but which securities or rights are instead sold by the Depositary and the net proceeds distributed distributed. The Depositary, subject to Article 8 hereof, may own and (ii) deal in any class of securities of the amount of such proceedsCompany and its affiliates and in Receipts.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
Charges of Depositary. The Depositary may charge any party to whom Receipts are issued a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the issuance of a Receipt. The Depositary may charge any party who surrenders Receipts against delivery of Deposited Securities a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the surrender (including any party who surrenders Receipts after termination of this Deposit Agreement) of a Receipt. The Company agrees to pay the fees and reasonable out-of-pocket expenses of or the Depositary and those of any Registrar only will pay, in accordance with agreements in writing entered into between Section 5.09 of the Depositary and the Company from time to time. The Depositary shall present detailed statements for such expenses to the Company at least once every three months. The Deposit Agreement, all other charges and expenses of the Custodian are for Depositary, with the sole account exception of the Depositary. The following charges (to the extent permitted by applicable law 1) any tax, duty or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued other governmental charge (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange any amounts in respect of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03any applicable stamp taxes), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Share Registrar and accordingly applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its the nominee of either on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit AgreementAgreement to be at the expense of persons depositing Shares or Holders of Receipts, (4) amounts deducted from the proceeds of sales as provided in the Deposit Agreement and (5) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05, into U.S. dollars as described in paragraph (510) (which are reimbursable out of such foreign currency). The Depositary may charge any Holder a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for with respect to (i) Receipts which are issued in connection with any distribution of Shares as described in paragraph (10) or (ii) additional or new Receipts which are issued as described in paragraph (13).In addition, the execution and delivery Depositary may charge a fee of Receipts up to $0.05 per American Depositary Share with respect to any distribution of cash dividends made pursuant to Sections 2.03 or 4.03 and the surrender Deposit Agreement, a fee of Receipts up to $0.05 per American Depositary Share with respect to any cash distribution (other than cash dividends) made pursuant to Section 2.05 the Deposit Agreement, including such cash distributions made pursuant to paragraph (10), and (6) a fee for of up to $0.05 per American Depositary Share with respect to the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 paragraph (10) hereof. The Depositary may, for the operation and maintenance costs in administering the American Depositary Shares, charge any Holder an annual fee not in excess of $5.00 per 100 American Depositary Shares (or 4.04, respectivelyportion thereof), such fee (which may to be deducted from such proceeds) being in an amount equal to the lesser assessed against Holders of (i) the fee for the issuance of American Depositary Shares referred to above which would have been charged record as a result of the deposit by Owners of securities (for purposes of this clause 6 treating all such securities as if they were Shares) date or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights are instead sold dates set by the Depositary as it sees fit and collected at the net proceeds distributed and (ii) sole discretion of the amount of Depositary by billing such proceedsHolders for such fee or by deducting such fee from one or more cash dividends or other cash distributions.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Charges of Depositary. The Company agrees to pay the expenses, fees and reasonable out-of-pocket expenses or 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 detailed statements for such 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) Registrar, if any, shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared paid by the Company or an exchange only as provided herein. Beneficial Owners and Holders beneficially owning GDRs agree to pay (1) the fees of stock regarding the Receipts or Deposited Securities or a distribution Depositary for the receipt of Receipts deposits and the delivery of GDSs pursuant to Section 4.03)2.02 or 2.03, whichever applicable: the surrender of GDSs and delivery of Deposited Securities pursuant to Section 2.05, the execution and delivery of certificated GDRs pursuant to Section 2.01 and the distribution of dividends and sale or exercise of rights or other corporate action involving distributions to holders of Shares, each as provided in Exhibit D hereto, (12) taxes and other governmental charges, (23) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share shareholders' register of the Company (or Foreign Registrar any appointed agent of the Company for transfer and registration of Shares, which may be the Share Registrar) and accordingly applicable to transfers of Shares to the name of the Depositary Depositary, a Custodian or its nominee their nominees or the Custodian or its nominee person who makes a withdrawal, on the making of deposits or withdrawals hereunderwithdrawal pursuant to Section 2.02 or 2.05, (34) such cable, telex and facsimile transmission and delivery expenses as are expressly provided in this Deposit AgreementAgreement to be at the expense of persons depositing Shares or Holders, (45) such reasonable expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05, (5) a fee not 4.06 or in excess the distribution or sale of $5.00 any distributed or less per 100 American Depositary Shares (offered property or portion thereof) for the execution and delivery exercise of Receipts rights or other corporate action involving distributions to shareholders pursuant to Sections 2.03 4.02, 4.03, 4.04, 4.05 or 4.03 and the surrender of Receipts pursuant to Section 2.05 4.09, and (6) a fee for such fees and expenses as are incurred by the distribution Depositary (including, without limitation, expenses incurred on behalf of proceeds Holders in connection with compliance with foreign exchange control regulations) in delivery of sales of securities or rights pursuant to Section 4.02 or 4.04, respectively, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance of American Depositary Shares referred to above which would have been charged as a result Deposited Securities. Any other charges and reasonable expenses of the deposit Depositary hereunder and the Registrar (if any) (other than the charges and expenses of the Custodian, the Nominee or any other agent of the Depositary) will be paid by Owners of securities (for purposes of this clause 6 treating all such securities as if they were Shares) or Shares received the Company after consultation and agreement in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights are instead sold by writing entered into between the Depositary and the net proceeds distributed and (ii) Company as to the amount and nature of such proceedscharges and expenses. Responsibility for payment of such charges may at any time and from time to time be changed by agreement between the Company and the Depositary. Unless otherwise agreed, the Depositary shall present its detailed statement for such expenses and fees or charges to the Company once every three months. The charges and expenses of the Custodian, the Nominee or any other agent of the Depositary are for the sole account of the Depositary. The right of the Depositary to receive payment of fees, charges and expenses as provided above shall survive the termination of the Deposit Agreement and, as to any Depositary, the resignation of such Depositary as described in Section 5.05 for those fees, charges and expenses incurred prior to the effectiveness of such resignation.
Appears in 1 contract
Charges of Depositary. The Company Issuer agrees to pay the fees fees, reasonable expenses and reasonable out-of-pocket expenses 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 Unless otherwise agreed, the Depositary shall present detailed statements its statement for such charges and expenses to the Company at least Issuer once every three months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges (to the extent permitted by applicable law or the rules of any securities exchange on charges, for which the American Depositary Shares are admitted for trading) Issuer shall have no responsibility or liability, shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company Issuer or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.034.3), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company Issuer or Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.054.5, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 Section 2.3 or 4.03 4.3, and the surrender of Receipts pursuant to Section 2.05 and 2.5, (6) a fee not in excess of $.02 per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the distribution Deposit Agreement including, but not limited to Sections 4.1 through 4.4 hereof, (7) a fee not in excess of proceeds of sales of securities $1.50 per certificate for a Receipt or rights Receipts for transfers made pursuant to Section 4.02 2.4, and (8) an annual fee of $5.00 or 4.04, respectively, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance of less per 100 American Depositary Shares referred to above which would have been charged for the operation and maintenance costs in administering the American Depositary Shares. Deutsche Bank Trust Company Americas, other than in its capacity as a result the Depositary hereunder, may own and deal in any class of securities of the deposit by Owners of securities (for purposes of Issuer and its affiliates and in Receipts. The Depositary, in its capacity as Depositary, may own and sell Deposited Securities as expressly provided in this clause 6 treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights are instead sold by the Depositary and the net proceeds distributed and (ii) the amount of such proceedsDeposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Charges of Depositary. The Company agrees to pay the fees fees, reasonable expenses and reasonable out-of-pocket expenses charges of the Depositary and those of any Registrar only in accordance with agreements (in addition to, and separate from, the Deposit Agreement) in writing entered into between the Depositary and the Company from time to time. The Depositary shall present detailed statements for such charges and expenses to the Company at least once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares Shares, by any Owner of Receipts or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.034.03 of the Deposit Agreement), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register Register of the Company or Foreign maintained by the Russian Share Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunderunder the terms of the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.054.05 of the Deposit Agreement, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 2.03, 4.03 or 4.03 4.04, of the Deposit Agreement and the surrender of Receipts pursuant to Section Sections 2.05 and or 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 4.01 through 4.04, (7) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectivelyof the Deposit Agreement, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance 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 6 (7) treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively), but which securities or rights are instead sold distributed by the Depositary and the net proceeds distributed to Owners and (ii) 8) any other charge payable by the amount Depositary, any of the Depositary’s agents, including the Custodian, or the agents of the Depositary’s agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners of record as of the date or dates set by the Depositary in accordance with Section 4.06 and shall be collected at the sole discretion of the Depositary by billing such proceedsOwners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Article 8 hereof, may own and deal, in accordance with applicable law, in any class of securities of the Company and its affiliates and in Receipts.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
Charges of Depositary. The Company agrees to pay the fees and --------------------- reasonable out-of-pocket 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 detailed statements for such 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 or 4.03 and the surrender of Receipts pursuant to Section 2.05 and (6) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectively, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance of American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners of securities (for purposes of this clause 6 treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights are instead sold by the Depositary and the net proceeds distributed and (ii) the amount of such proceeds.
Appears in 1 contract
Samples: Deposit Agreement (Telesp Celular Participacoes Sa)
Charges of Depositary. The Company Issuer agrees to pay the fees fees, reasonable expenses and reasonable out-of-pocket expenses 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 detailed statements its statement for such charges and expenses to the Company at least Issuer once every three months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company Issuer or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.034.3 of the Deposit Agreement), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company Issuer or Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.054.5 of the Deposit Agreement, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 2.3, or 4.03 4.3, and the surrender of Receipts pursuant to Section 2.05 and 2.5 of the Deposit Agreement, (6) a fee not in excess of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement including, but not limited to Section 4.1 thereof and, (7) a fee for, and deduct such fee from, the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectivelySections 4.2 through 4.4 of the Deposit Agreement, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance of American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners of securities (for purposes of this clause 6 (7) treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 Sections 4.2 or 4.044.4 respectively, respectivelyof the Deposit Agreement, but which securities or rights are instead sold by the Depositary Depositary, and the net proceeds distributed distributed. The Depositary, subject to Paragraph (8) hereof, may own and (ii) deal in any class of securities of the amount of such proceedsIssuer and its affiliates and in Receipts.
Appears in 1 contract
Samples: Lonmin PLC /ADR
Charges of Depositary. The Company agrees to pay the fees fees, reasonable expenses and reasonable out-of-pocket expenses 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 detailed statements 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 (Subject to the extent permitted by applicable law or and the rules regulations of any securities exchange on upon which the American Depositary Shares are admitted for trading) listed, the following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.034.3), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such air courier, cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency Foreign Currency pursuant to Section 4.054.5, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 Section 2.3, 4.3 or 4.03 4.4, and the surrender of Receipts pursuant to Section 2.05 2.5 or 6.2, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement including, but not limited to, Sections 4.1 through 4.4 hereof, except for any distribution of cash dividends and (67) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectively4.2, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance execution and delivery of American Depositary Shares Receipts referred to above which would have been charged as a result of the deposit by Owners of such securities (for purposes of this clause 6 (7) treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively), but which securities or rights are instead sold distributed by the Depositary to Owners. The Depositary, subject to Section 2.9 hereof, may own and deal in any class of securities of the net proceeds distributed Company and (ii) the amount of such proceedsits affiliates and in Receipts.
Appears in 1 contract
Samples: Deposit Agreement (Sap Aktiengesellschaft Systems Applications Products in Data)
Charges of Depositary. The Company Issuer agrees to pay the fees reasonable fees, expenses and reasonable out-of-pocket expenses 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 detailed statements its statement for such charges and expenses to the Company at least Issuer once every three months. The charges and expenses of the Custodian are for the sole account of the Depositary. Any written agreement signed by the Issuer and the Depositary relating to the Depositary's fees and expenses under this Deposit Agreement shall be binding upon the Issuer and the Depositary until it is expressly amended or superseded by a subsequent written agreement, irrespective of whether such agreement was entered into prior to, simultaneously with or subsequent to this Deposit Agreement, and notwithstanding any provision of this Deposit Agreement that might be construed to be inconsistent with such agreement. The following charges (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company Issuer or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.034.3 hereof), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share share register of the Company Issuer or Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such reasonable expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.054.5, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 or 4.03 Section 2.3, 4.3 and 4.4 and the surrender of Receipts pursuant to Section 2.05 2.5 or 6.2, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to, Sections 4.1 through 4.4 hereof and (67) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectively4.2, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance 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 6 7 treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights are instead sold distributed by the Depositary to Owners. The Depositary, subject to Section 2.9 hereof, may own and deal in any class of securities of the net proceeds distributed Issuer and (ii) the amount of such proceedsits affiliates and in Receipts.
Appears in 1 contract
Samples: Deposit Agreement (Activcard Sa)
Charges of Depositary. The Company agrees to pay the fees and reasonable out-of-pocket 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 detailed statements statement for such 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.034.03 of the Deposit Agreement), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunderunder the terms of the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.054.05 of the Deposit Agreement, (5) a fee tee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 or 4.03 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.05 of the Deposit Agreement and (6) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section Sections 4.02 or 4.04, respectively, of the Deposit Agreement, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance of American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners of securities (for purposes of this clause 6 treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section Sections 4.02 or 4.04, respectively, but which securities or rights are instead sold by the Depositary and the net proceeds distributed and (ii) the amount of such proceeds. The Depositary, subject to Article 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.
Appears in 1 contract
Samples: Deposit Agreement (Tele Celular Sul Participacoes Sa)
Charges of Depositary. The Company agrees to pay the fees and reasonable out-of-pocket 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 detailed statements for such 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 (to the extent permitted by applicable law or and the rules of any securities stock exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share shareholders' register of the Company or Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 Section 2.03, 4.03 or 4.03 4.04 and the surrender of Receipts pursuant to Section 2.05 or 6.02, and (6) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectively, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance of American Depositary Shares Receipts referred to above which would have been charged as a result of the deposit by Owners Holders of securities (for purposes of this clause 6 treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights are instead sold by the Depositary and the net proceeds distributed and (ii) the amount of such proceeds. The Depositary, subject to Sections 2.09 and 3.05 hereof and to applicable law, may own and deal in any class of securities of the Company and its affiliates and in Receipts.
Appears in 1 contract
Samples: Deposit Agreement (Posco)
Charges of Depositary. The Company Issuer agrees to pay the fees fees, reasonable expenses and reasonable out-of-pocket expenses 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 detailed statements its statement for such charges and expenses to the Company at least Issuer once every three months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company Issuer or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.034.3 of the Deposit Agreement), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company Issuer or Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunderunder the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.054.5 of the Deposit Agreement, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 Section 2.3, 4.3 or 4.03 4.4 of the Deposit Agreement, and the surrender of Receipts pursuant to Section 2.05 and 2.5 or 6.2 of the Deposit Agreement, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement including, but not limited to Sections 4.1 through 4.4 thereof, (7) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectively4.2 of the Deposit Agreement, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance 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 6 (7) treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively), but which securities or rights are instead sold distributed by the Depositary to Owners. The Depositary, subject to Article (8) hereof, may own and deal in any class of securities of the net proceeds distributed Issuer and (ii) the amount of such proceedsits affiliates and in Receipts.
Appears in 1 contract
Charges of Depositary. The Company agrees to pay the fees and reasonable out-of-pocket 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 detailed statements for such 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall charges, where applicable, will be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03)4.03 of the Deposit Agreement) or the Holder, whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share share register of the Company or Foreign Registrar (if applicable) the appointed agent of the Company for the transfer and registration of Shares and applicable to transfers transfer of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunderunder the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit AgreementAgreement to be at the expense of persons depositing Shares or Holders, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency Foreign Currency pursuant to Section 4.054.05 if the Deposit Agreement, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or a portion thereof) for the issuance or surrender, respectively, of a Receipt, (6) a fee not in excess of $0.02 per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement including, but not limited to Sections 4.01 through 4.04 thereof and, (7) a fee for the distribution of securities pursuant to Section 4.02, such fee being in an amount equal to the fee for the execution and delivery of Receipts pursuant to Sections 2.03 or 4.03 and the surrender of Receipts pursuant to Section 2.05 and (6) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectively, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the 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 6 7 treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights are instead sold distributed by the Depositary to Holders. The Depositary, subject to Article 8 hereof and Section 2.09 of the net proceeds distributed Deposit Agreement, may own and (ii) deal in any class of securities of the amount of such proceedsCompany and its affiliates and in Receipts.
Appears in 1 contract
Samples: Deposit Agreement (Erste Bank Der Oesterriechischen /Fi)
Charges of Depositary. The Company Issuer agrees to pay the fees fees, reasonable expenses and reasonable out-of-pocket expenses 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 Unless otherwise agreed, the Depositary shall present detailed statements its statement for such charges and expenses to the Company at least Issuer once every three months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company Issuer or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.034.03 hereof), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company Issuer or Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency Foreign Currency pursuant to Section 4.05, (5) a fee of not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 or 4.03 and the surrender of Receipts pursuant to Section 2.05 or 6.02, and (6) a fee not in excess of $.02 per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the distribution of proceeds of sales Deposit Agreement including, but not limited to Sections 4.01 through 4.04 hereof. The Depositary, subject to Section 2.09 hereof, may own and deal in any class of securities or rights pursuant to Section 4.02 or 4.04, respectively, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance of American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners of securities (for purposes of this clause 6 treating all such securities as if they were Shares) or Shares received Issuer and its affiliates and in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights are instead sold by the Depositary and the net proceeds distributed and (ii) the amount of such proceedsReceipts.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
Charges of Depositary. The Company agrees to pay the fees and reasonable out-of-pocket 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 detailed statements statement for such 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. Table of Contents The following charges (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.034.03 of the Deposit Agreement), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunderunder the terms of the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.054.05 of the Deposit Agreement, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 or 4.03 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.05 and 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 4.01 through 4.04 of the Deposit Agreement, (7) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section Sections 4.02 or 4.04, respectively, of the Deposit Agreement, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance of American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners of securities (for purposes of this clause 6 7 treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section Sections 4.02 or 4.04, respectively, but which securities or rights are instead sold by the Depositary and the net proceeds distributed and (ii) the amount of such proceeds, (8) in addition to any fee charged under clause 6, a fee of $.02 or less per American Depositary Share (or portion thereof) per annum for depositary services, which will be payable as provided in clause 9 below, and (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 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Article 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.
Appears in 1 contract
Charges of Depositary. The Company agrees to pay the fees and reasonable out-of-pocket 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 detailed statements for such expenses be entitled to receive the Company at least once every three months. The charges following remuneration and expenses reimbursement in respect of its services under the Custodian are for Deposit Agreement (a) from the sole account of the Depositary. The following charges Registered Holder (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03), whichever applicable: (1i) taxes and other governmental charges, ; (2ii) 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 share register of the Company (or Foreign Registrar any appointed agent of the Company for transfer and registration of Shares which may be the Registrar) and accordingly applicable to transfers transfer of Shares to the name of the Depositary Depositary, a Custodian or its nominee their nominees or the Custodian or its nominee person who makes a withdrawal of Shares, on the making of deposits or withdrawals hereunder, pursuant to Sections 2.02 or 2.06 of the Deposit Agreement; (3iii) such cable, telex and telex, facsimile transmission and delivery expenses as are expressly provided in this the Deposit Agreement, Agreement to be at the expense of persons depositing Shares or the Registered Holders; (4iv) such customary expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.054.05 of the Deposit Agreement (including, without limitation, expenses incurred on behalf of Registered Holders in connection with compliance with foreign exchange control restrictions); (5v) a fee not in excess of $5.00 or less per 100 American Depositary Shares Receipts (or portion thereof) for the execution issuance and delivery surrender, respectively of Receipts pursuant to Sections 2.03 the Deposit Agreement; (vi) a fee not in excess of $0.02 per American Depositary Share (or 4.03 and the surrender of Receipts portion thereof) held for any cash distribution made pursuant to Section 2.05 the Deposit Agreement; and (6vii) a fee for the distribution of proceeds of sales of securities or rights the Deposited Securities pursuant to Section 4.02 or 4.04, respectivelythe Deposit Agreement, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners of securities (for purposes of this clause 6 treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectivelysecurities, but which securities were instead distributed by the Depositary to Registered Holders, and (b) from the Company (i) such sums and amounts as may have been agreed between the Company and the Depositary; (ii) all reasonable costs in connection with the delivery of infom1ation under sections 4.10 and 5.06 of the Deposit Agreement; and (iii) in respect of any exceptional fees, taxes, duties, charges, costs and expenses which the Depositary finds it necessary or rights are instead sold by desirable or is required to undertake or to pay in the perfom1ance of its obligations under this agreement, such additional remuneration as shall be agreed between the Depositary and the net proceeds distributed Company. Subject to the above paragraph all fees, taxes, duties, charges, costs and (ii) expenses which are payable by the amount of such proceedsCompany shall be paid by the Company to the Depositary upon demand therefor.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Charges of Depositary. The Company agrees to pay or reimburse the fees fees, reasonable expenses and reasonable out-of-pocket expenses charges of the Depositary and those of any Registrar only in accordance only with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present detailed statements for such expenses to the Company at least once every three months. The charges and expenses right of the Custodian are for Depositary to receive payments reimbursements under this Paragraph 7 shall survive the sole account termination of the DepositaryDeposit Agreement. The following charges (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by the Holders and Beneficial Owners, by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03Paragraph 12 hereof and to the terms of the Deposit Agreement), whichever is applicable: (1) taxes (including, without limitation, any amounts in respect of any applicable stamp 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 and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05Paragraph 14 hereof and to the terms of the Deposit Agreement, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 or 4.03 Paragraph 14 hereof and to the terms of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.05 Paragraphs 2 and 21 hereof and he terms of the Deposit Agreement (except in the case of the execution an delivery of Receipts upon the issuance of stock dividend for which no such fee shall be payable), (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement (other than as a cash dividend), and (67) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectivelyParagraph 7 hereof and to the terms of the Deposit Agreement, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance 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 6 (8) treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights are instead sold distributed by the Depositary and the net proceeds distributed and (ii) the amount of such proceedsto Holders.
Appears in 1 contract
Samples: Deposit Agreement (Consorcio Ecuatoriano De Telecommunicaciones Sa Conecel)
Charges of Depositary. The Company agrees to pay the fees fees, reasonable expenses and reasonable out-of-pocket expenses charges of the Depositary and those thesethose 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 detailed statements 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.034.03 of the Deposit Agreement), whichever .whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian 0:or its nominee on the making of deposits or withdrawals hereunderunder the terms of the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.054.05 of the Deposit Agreement, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections SectionSections 2.03 or 4.03 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.05 and of the Deposit Agreement, (6) a fee not in excess of $2.00 or less per 100 American Depositary Receipts for any cash distribution pursuant to Section 4.01 and (7) a fee for, and deduct such fee from, the distribution of proceeds of sales of securities or rights pursuant to Section Sections 4.02 or 4.04, respectively, of the Deposit Agreement, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance of American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners of securities (for purposes of this clause 6 7 treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section Sections 4.02 or 4.04, respectively, but which securities o~or rights are instead sold by the Depositary and the net proceeds distributed distributed. The Depositary, subject to Article 8 hereof, may own and (ii) deal in any class of securities of the amount of such proceedsCompany and its affiliates and in American Depositary SharesReceipts.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
Charges of Depositary. The Company Issuer agrees to pay the fees fees, reasonable expenses and reasonable out-of-pocket expenses 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. Any written agreement signed by the Issuer and the Depositary relating to the Depositary’s fees and expenses under this Deposit Agreement shall be binding on the Issuer and the Depositary until it is expressly amended or superseded by a subsequent written agreement, irrespective of whether such agreement was entered into prior to, simultaneously with or subsequent to this Deposit Agreement, and notwithstanding any provision of this Deposit Agreement that might be construed to be inconsistent with such agreement. The Depositary shall present detailed statements its statement for such charges and expenses to the Company at least Issuer once every three months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company Issuer or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.034.3), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company Issuer or Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05, 4.5 (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 Section 2.3, 4.3 or 4.03 4.4, and the surrender of Receipts pursuant to Section 2.05 2.5 or 6.2, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement including, but not limited to, Sections 4.1 through 4.4 hereof, except for distributions of cash dividends, and (67) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectively4.2, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance 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 6 (7) treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively), but which securities or rights are instead sold distributed by the Depositary to Owners. The Depositary, subject to Section 2.9 hereof, may own and deal in any class of securities of the net proceeds distributed Issuer and (ii) the amount of such proceedsits affiliates and in Receipts.
Appears in 1 contract
Charges of Depositary. The Company agrees to pay the fees fees, reasonable expenses and reasonable out-of-pocket expenses 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 detailed statements 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares CPOs or by any party Holder surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.034.03 hereof), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares CPOs generally on the Share CPO register of the Company CPO Trust (or Foreign Registrar the appointed agent of the CPO Trust for transfer and registration of CPOs) and applicable to transfers of Shares CPOs to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 or Section 2.03, the execution and delivery of Receipts pursuant to Section 4.03 and the surrender of Receipts pursuant to Section 2.05 and (6) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectively, such fee (which may to be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance of American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners Holders of securities (for purposes of this clause 6 treating all such securities as if they were Shares) or Shares CPOs received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights are instead sold by the Depositary Depositary, and the net proceeds distributed and (ii) the amount of such proceedsdistributed.
Appears in 1 contract
Samples: Deposit Agreement (Ica Corp)
Charges of Depositary. The Company agrees to pay the fees and reasonable out-of-pocket 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 detailed statements for such 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts ReceiptsAmerican Depositary Shares or to whom Receipts ReceiptsAmerican Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts ReceiptsAmerican Depositary Shares or Deposited Securities or a distribution of Receipts Receiptsdelivery of American Depositary Shares pursuant to Section 4.03), whichever whicheveror by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share shareShare register of the Company (or (if applicable) the appointed agent of the Company for transfer and registration of Shares)or Foreign Registrar and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign Foreign Currencyforeign currency pursuant to Section 4.05, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery and fordelivery of Receipts American Depositary Shares pursuant to Sections 2.03 Section 2.03, 4.03 or 4.03 4.04 and the surrender of Receipts ReceiptsAmerican Depositary Shares pursuant to Section Sections 2.03, 4.03, 4.04,Section 2.05 andor 6.02, respectively, and (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to this Deposit Agreement, including, but not limited to Sections 4.01 through 4.04 hereof, (7) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectively4.02, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance 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 6 (6)7 treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively), but which securities or rights are instead sold distributed by the Depositary and the net proceeds distributed to Owners and (ii) 8) any other charges payable by the amount 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 4.06 and shall be payable at the sole discretion of the Depositary by billing such proceedsOwners 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 2.09 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.
Appears in 1 contract
Samples: Deposit Agreement (Scor)
Charges of Depositary. The Company agrees to pay the fees and reasonable out-of-pocket 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 detailed statements 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.034.03 of the Deposit Agreement), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunderunder the terms of the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.054.05 of the Deposit Agreement, (5) a fee not in excess of $5.00 10.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 or and 4.03 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.05 and 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 distribution Deposit Agreement including but not limited to Sections 4.01 through 4.04 thereof and, (7) a fee not in excess of proceeds $1.50 or less per certificate for a Receipt or Receipts for transfers made pursuant to the terms of sales the Deposit Agreement. The Depositary, subject to Article 8 hereof, may own and deal in any class of securities or rights pursuant to Section 4.02 or 4.04, respectively, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance of American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners of securities (for purposes of this clause 6 treating all such securities as if they were Shares) or Shares received Company and its affiliates and in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights are instead sold by the Depositary and the net proceeds distributed and (ii) the amount of such proceedsReceipts.
Appears in 1 contract
Charges of Depositary. The Company agrees to pay the fees fees, reasonable expenses and reasonable out-of-pocket expenses 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 detailed statements 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 (to the extent permitted by applicable law or the rules of any securities exchange on charges, for which the American Depositary Shares are admitted for trading) Company shall have no responsibility or liability, shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.034.3), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency Foreign Currency pursuant to Section 4.054.5, (5) a fee not in excess of $5.00 or less 10.00 per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 Section 2.4 or 4.03 4.3, and the surrender of Receipts pursuant to Section 2.05 and 2.6, (6) a fee not in excess of $.02 per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the distribution Deposit Agreement including, but not limited to Sections 4.1 through 4.4 hereof and (7) a fee not in excess of proceeds of sales of securities $1.50 per certificate for a Receipt or rights Receipts for transfers made pursuant to Section 4.02 or 4.042.5. The Depositary, respectivelysubject to Section 2.10 hereof, such fee (which may be deducted from such proceeds) being own and deal in an amount equal to the lesser any class of (i) the fee for the issuance of American Depositary Shares referred to above which would have been charged as a result securities of the deposit by Owners of securities (for purposes of Company and its affiliates and in Receipts provided, however, that the Depositary, in its capacity as Depositary, shall not sell Deposited Securities except as otherwise provided in this clause 6 treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights are instead sold by the Depositary and the net proceeds distributed and (ii) the amount of such proceedsAgreement.
Appears in 1 contract
Samples: Deposit Agreement (New World Development Co LTD /Fi)
Charges of Depositary. The Company agrees to pay the fees fees, charges, and reasonable out-of-pocket expenses of the Depositary and those of any Registrar only in accordance with and only to the extent provided for in written agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present detailed statements 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.034.03 [Distribution in Shares] of the Deposit Agreement), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.054.05 [Conversion of Foreign Currency] of the Deposit Agreement, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 [Execution and Delivery of Receipts], or 4.03 [Distribution in Shares], and the surrender of Receipts pursuant to Section 2.05 [Surrender of Receipts and Withdrawal of Shares] of the Deposit Agreement, (6) a fee not in excess of $2.00 per 100 American Depositary Receipts for any cash distributions pursuant to Section 4.01 [Cash Distributions] of the Deposit Agreement and (67) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section Sections 4.02 [Distributions other than Cash Shares or 4.04Rights] or 4.04 [Rights], respectively, of the Deposit Agreement, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance of American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners Holders of securities (for purposes of this clause 6 (7) treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section Sections 4.02 [Distributions other than Cash Shares or 4.04Rights] or 4.04 [Shares] respectively, respectivelyof the Deposit Agreement, but which securities or rights are instead sold by the Depositary Depositary, and the net proceeds distributed distributed, which fee shall be deducted from the proceeds distributed. The Depositary, subject to Paragraph (8) hereof, may own and (ii) deal in any class of securities of the amount of such proceedsCompany and its affiliates and in Receipts.
Appears in 1 contract
Samples: Deposit Agreement (Frontline LTD /)
Charges of Depositary. The Company agrees to pay the fees fees, reasonable expenses and reasonable out-of-pocket expenses 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 detailed statements 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.034.3 of the Deposit Agreement), whichever {whichever}or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals {hereunder, (3) }under the terms of the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.054.5 of the Deposit Agreement, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 2.3, {or 4.03 4.3,}4.3 or 4.4 of the Deposit Agreement, and the surrender of Receipts pursuant to Section 2.05 and 2.5 or 6.2 of the Deposit Agreement, (6) to the extent permitted by the exchange on which the American Depositary Shares may be listed for trading, a fee not in excess of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement including, but not limited to Sections 4.1 through 4.4 thereof{ and}, (7) a fee for{, and deduct such fee from,} the distribution of {proceeds of sales of securities }securities{ or rights rights} pursuant to Section 4.02 Sections 4.2 or 4.04, respectively4.4 of the Deposit Agreement, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance {issuance}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 6 (7) treating all such securities as if they were Shares) {or Shares received in exercise of rights distributed to them pursuant to Section 4.02 Sections 4.2 or 4.044.4 respectively,} of the Deposit Agreement{, respectively, }but which securities or rights securities{ rights} are instead {sold by the Depositary Depositary, and the net proceeds }distributed by the Depositary to Owners, and (ii) 8) any other charge payable by the amount 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 proceedsOwners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Paragraph (8) hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.
Appears in 1 contract
Samples: Sasol LTD/Adr/
Charges of Depositary. The Company agrees to pay the fees and reasonable out-of-pocket 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 detailed statements statement for such 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03), 4.03 of the Deposit Agreement) whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunderunder the terms of the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.054.05 of the Deposit Agreement, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 or 4.03 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.05 of the Deposit Agreement and (6) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section Sections 4.02 or 4.04, respectively, of the Deposit Agreement, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance of American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners of securities (for purposes of this clause 6 treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section Sections 4.02 or 4.04, respectively, but which securities or rights are instead sold by the Depositary and the net proceeds distributed and (ii) the amount of such proceeds. The Depositary, subject to Article 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.
Appears in 1 contract
Samples: Deposit Agreement (Tele Norte Leste Participacoes Sa)
Charges of Depositary. The Company Issuer agrees to pay the fees fees, reasonable expenses and reasonable out-of-pocket expenses 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 TheIn the event that such agreements are entered into between the Depositary and the Issuer, and in accordance with their terms and conditions, the Depositary shall present detailed statements its statement for such charges and expenses to the Company at least Issuer once every three months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company Issuer or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.034.3), whichever whicheveror by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company Issuer or Foreign Registrar and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Amended and Restated Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.054.5, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 Section 2.3, 4.3 or 4.03 4.4,4.4 and the surrender of Receipts ReceiptsAmerican Depositary Shares pursuant to Section 2.05 and 2.5 or 6.2, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to thethis Amended and Restated Deposit Agreement, including, but not limited to, Sections 4.1 through 4.4 hereof, except for distributions of cash dividends, (7) a fee for, and deduct such fee from, the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectively4.2, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance 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 6 (7) treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively), but which securities or rights are instead sold distributed by the Depositary and the net proceeds distributed to Owners, (8) a fee of $.02 or less per American Depositary Share (or portion thereof) per annum for depositary services, which will be payable as provided in clause 9 below; provided, however, that no fee will be assessed under this clause (8) if a fee was charged pursuant to clause (6) above for that calendar year and (ii9) any other charges payable by the amount Depositary, any of the Depositary's agents, including the Custodian, or the agents of the Depositary's agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 and shall be payable at the sole discretion of the Depositary by billing such proceedsOwners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 hereof, may own and deal in any class of securities of the Issuer and its affiliates and in Receipts.
Appears in 1 contract
Samples: Deposit Agreement (Swisscom Ag)
Charges of Depositary. The Company agrees to pay the fees and reasonable out-of-pocket 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 detailed statements 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 (to shall not be payable by the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) Company but shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, limitation issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03), whichever as applicable: (1i) the fees of the Depositary for the execution and delivery of Receipts pursuant to Section 2.03, the execution and delivery of Receipts pursuant to Section 4.03, transfers pursuant to Section 2.04, the surrender of Receipts pursuant to Section 2.05, and the making of any cash distribution pursuant to this Deposit Agreement, including but not limited to sections 4.01 through 4.04 hereof, (ii) taxes and other governmental charges, (2iii) 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 of the Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3iv) such cable, telex and facsimile transmission expenses as are expressly provided for in this Deposit Agreement, (4v) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05, (5vi) a fee not in excess of $US$5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery issuance or surrender, respectively, of Receipts pursuant to Sections 2.03 or 4.03 and the surrender of Receipts pursuant to Section 2.05 and a Receipt, (6vii) a fee not in excess of US$.02 per American Depositary Share (or portion thereof) for any cash distribution made pursuant to this Deposit Agreement including, but not limited to Sections 4.01 through 4.04, and (viii) a fee not in excess of US$1.50 per certificate for a Receipt or Receipts for transfers made pursuant to the distribution terms of proceeds of sales this Deposit Agreement. The Depositary, subject to Section 2.09 hereof, may own and deal in any class of securities or rights pursuant to Section 4.02 or 4.04, respectively, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance of American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners of securities (for purposes of this clause 6 treating all such securities as if they were Shares) or Shares received Company and its affiliates and in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights are instead sold by the Depositary and the net proceeds distributed and (ii) the amount of such proceedsReceipts.
Appears in 1 contract
Charges of Depositary. The Company agrees to pay the fees and reasonable out-of-pocket 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 detailed statements for such 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03), whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections Section 2.03 or 4.03 and the surrender of Receipts pursuant to Section 2.05 and 2.05, (6) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to Section 4.01 or 4.03 hereof, (7) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectively, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance of American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners of securities (for purposes of this clause 6 7 treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights are instead sold by the Depositary and the net proceeds distributed and (ii) the amount of such proceeds, (8) in addition to any fee charged under clause 6, a fee of $.02 or less per American Depositary Share (or portion thereof) per annum for depositary services, which will be payable as provided in clause 9 below, (9) any other 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 4.06 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).
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
Charges of Depositary. The Company agrees to pay the fees and reasonable out-of-pocket 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 detailed statements statementstatements for such 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.034.03 of the Deposit Agreement), or by Owners, whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunderunder the terms of the Deposit Agreementhereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this thethis Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency foreignForeign currencyCurrency pursuant to Section 4.054.05 of the Deposit Agreement, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 or 2.03Section or2.03, 4.03 of the Deposit Agreementor 4.04 and the surrender of Receipts pursuant to Section 2.05 and of the Deposit Agreement andor 6.02, (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 the theany cash distribution of proceeds of sales of securities or rights rightsmade pursuant to Section the Deposit Agreement, including, but not limited to Sections 4.02 or 4.04, respectively, of the Deposit Agreement, such 4.01 through 4.04 hereof, (7) a fee (which may be deducted from such proceeds) proceeds)for the distribution of securities pursuant to Section 4.02, such fee being in an amount equal to the lesser of (i) the fee for the issuance issuanceexecution 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 6 7 treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section Sections 4.02 or 4.04, respectively, but which securities or rights are instead sold by the Depositary and the net proceeds distributed and andby (ii) the amount amountDepositary to Owners and (8) any other charge payable by the Depositary, any of the Depositary’s agents, including the Custodian, or the agents of the Depositary’s agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners of record as of the date or dates set by the Depositary in accordance with Section 4.06 and shall be collected at the sole discretion of the Depositary by billing such proceedsproceedsOwners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Article 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.
Appears in 1 contract
Samples: Deposit Agreement (Tele Norte Celular Participacoes Sa)
Charges of Depositary. The Company agrees to pay the fees fees, reasonable expenses and reasonable out-of-pocket expenses 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 detailed statements its statement for such charges and expenses to the Company at least once every three monthsmonths or at such other interval as the Company and the Depositary may agree in writing. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.034.03 of the Deposit Agreement), whichever or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees or transfer fees, if any, as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar any foreign registrar or otherwise and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunderunder the terms of the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.054.05 of the Deposit Agreement, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 Section 2.03, 4.03 or 4.03 4.04 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.05 and or 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 Sections 4.01 through 4.04 of the Deposit Agreement, (7) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectivelyof the Deposit Agreement, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance 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 6 7 treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively), but which securities or rights are instead sold 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 the net proceeds distributed 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 (ii9) any other charge payable by the amount 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 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such proceedsOwners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Article 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.
Appears in 1 contract
Samples: Deposit Agreement (Palfinger Ag)
Charges of Depositary. The Company agrees to pay the fees fees, reasonable expenses and reasonable out-of-pocket expenses 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 detailed statements its statement for such charges and expenses to the Company at least once every three months. 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 (to the extent permitted by applicable law or the rules of any securities exchange on which the American Depositary Shares are admitted for trading) shall be incurred by by, and the liability of, any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.034.3 of the Deposit Agreement), whichever or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunderunder the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.054.5 of the Deposit Agreement, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Sections 2.03 Section 2.3, 4.3 or 4.03 4.4 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.05 and 2.5 or 6.2 of the Deposit Agreement, (6) to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading, a fee not in excess of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 of the Deposit Agreement, (7) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectively4.2 of the Deposit Agreement, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance 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 6 7 treating all such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.04, respectively, but which securities or rights are instead sold distributed by the Depositary and the net proceeds distributed to Owners, and (ii) 8) any other charge payable by the amount 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 proceedsOwners 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 Article 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares. From time to time, the Depositary may make payments to the Company to reimburse and / or share revenue from the fees collected from Owners or Holders, or waive fees and expenses for services provided, generally relating to costs and expenses arising out of establishment and maintenance of the American Depositary Shares program. In performing its duties under the Deposit Agreement, the Depositary may use brokers, dealers or other service providers that are affiliates of the Depositary and that may earn or share fees or commissions.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)