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 (Tele Centro Oeste Celular Participacoes)
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 Sammy Holdings Inc.), Deposit Agreement (Sega Corporation/Fi), 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 (Brazilian Petroleum Corp), Deposit Agreement (LDK Solar Co., Ltd.), Deposit Agreement (Brazilian Petroleum Corp)
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 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 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 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 6 contracts
Samples: Deposit Agreement (Harmony Gold Mining Co LTD), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Drdgold LTD)
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 6 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 will 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 will not pay or be liable for (1) 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, (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 under the Deposit Agreement, (4) such cable, telex, and facsimile transmission expenses as are expressly provided in the Deposit Agreement to be at the expense of the person depositing Shares or the Owners and (5) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement. The Depositary shall will present detailed statements its statement for such charges and expenses to the Company at least company 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 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 4.034.03 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 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 for 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 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 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 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 (ii) the amount of such proceedsdistributed.
Appears in 5 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Total Sa), Deposit Agreement (Total Sa)
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 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), Class B Deposit Agreement (Bank of New York / Adr Division), Class a 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 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 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 /Adr/), Deposit Agreement (Infosys Technologies LTD), Deposit Agreement (Infosys Technologies 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 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 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 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 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 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 and/or 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 Register 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 or facsimile transmission and delivery 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 Paragraph 14 hereof and to the terms of the Deposit Agreement or in connection with the execution and delivery of physical certificates pursuant to Section 4.052.04 of the Deposit Agreement, (5) except as otherwise provided in Section 5.09 of the Deposit Agreement, 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 Paragraphs 12, 13 and 17 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) except as otherwise provided in Section 5.09 of the Deposit Agreement, a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, (7) a fee of $1.50 per certificate for a Receipt or Receipts for transfers made pursuant to Paragraph 3, (8) a fee for the distribution of securities pursuant to Paragraph 12 hereof and to the terms of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (8) treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Holders, (9) a fee for, and deducted from, the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 Paragraph 12 or 4.0413, 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 Holders of securities (for purposes of this clause 6 (9) 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, respectivelyParagraph 13, but which securities or rights are instead sold by the Depositary and the net proceeds distributed distributed, (10) 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 Depositary, the Custodian or their respective agents of the 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), and (ii11) a fee of US$0.02 per American Depositary Share per calendar year for the amount operation and maintenance of such proceedsall Receipts: provided, however, that if the Depositary imposes a fee under this clause (11), then the total of the fees assessed under this clause (11) when combined with the total of fees assessed under clause (6) above shall not exceed U.S.$0.02 per American Depositary Share in any calendar year.
Appears in 3 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Mechel OAO), Deposit Agreement (Mechel OAO)
Charges of Depositary. The Company 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 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 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 of $.05 or less per American Depositary Shares (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, 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, 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, (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, 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 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 2.09 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)
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 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 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, 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 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, 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
Samples: Deposit Agreement (Icon PLC /Adr/), Deposit Agreement (Icon PLC /Adr/)
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: Preferred Stock 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 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 Depositary shall charge the following fees for the services performed under the terms of the Deposit Agreement:
(i) to any person to whom ADSs are issued upon the deposit of Shares, a fee not in excess of U.S.$5.00 per 100 ADSs (or portion thereof) so issued under the terms of the Deposit Agreement (excluding issuances pursuant to paragraph (iii) and (iv) below);
(ii) to any person surrendering ADSs for cancellation and withdrawal of Deposited Securities, a fee not in excess of U.S.$5.00 per 100 ADSs (or portion thereof) so surrendered;
(iii) to any Holder of ADRs, a fee not in excess of U.S.$2.00 per 100 ADSs (or portion thereof) held for the distribution of cash proceeds (i.e., upon the sale of rights and other entitlements); no fee shall be payable for the distribution of cash dividends or the distribution of ADSs pursuant to stock dividends or other free distributions of shares as long as such fees prohibited by the exchange upon which the ADSs are listed.
(iv) to any Holder of ADRs, a fee not in the excess of U.S.$5.00 per 100 ADSs (or portion thereof) issued upon the exercise of rights. In addition, Holders, Beneficial Owners, person depositing Shares for deposit and person surrendering ADSs for cancellation and withdrawal of Deposited Securities will be required 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 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: (1i) taxes (including applicable interest and penalties) and other governmental charges, ;
(2ii) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally or other Deposited Securities on the Share share register of the Company or Foreign Registrar and applicable to transfers of Shares or other Deposited Securities to or from the name of the Custodian, the Depositary or its nominee or the Custodian or its nominee on any nominees upon the making of deposits or withdrawals hereunderand withdrawals, respectively;
(3iii) such cable, telex and facsimile transmission and delivery expenses as are expressly provided in this the Deposit Agreement, Agreement to be at the expense of the person depositing or withdrawing Shares or Holders and Beneficial Owners of ADSs;
(4iv) such the expenses as are and charges incurred by the Depositary in the conversion of foreign currency pursuant currency;
(v) such fees and expenses as are incurred by the Depositary in connection with compliance with exchange control regulations and other regulatory requirements applicable to Section 4.05Shares, Deposited Securities, ADSs and ADRs; and
(5vi) a fee not the fees and expenses incurred by the Depositary in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for connection with the execution and delivery of Receipts pursuant to Sections 2.03 or 4.03 Deposited Securities. Any other charges 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 expenses of the deposit Depositary under the Deposit Agreement 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 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 Company upon agreement between the Depositary and the net proceeds distributed Company. All fees and charges may, at any time and from time to time, be changed by agreement between the Depositary and Company but, in the case of fees and charges payable by Holders or Beneficial Owners, only in the manner contemplated by Article (ii22) of this Receipt. The Depositary will provide, without charge, a copy of its latest fee schedule to anyone upon request. The charges and expenses of the amount Custodian are for the sole account of such proceedsthe Depositary.
Appears in 2 contracts
Samples: Deposit Agreement (United Microelectronics Corp), Deposit Agreement (United Microelectronics 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 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) 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 of the Deposit Agreement, and the surrender of Receipts pursuant to Section 2.05 or 6.02 of the Deposit Agreement, (2) taxes and other governmental charges, (23) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign 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 Deposit Agreement, (34) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit Agreement, (45) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.054.05 of the Deposit Agreement, (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 4.01 through 4.04 of the surrender Deposit Agreement, 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, 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 Paragraph (8) 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 2 contracts
Samples: Deposit Agreement (Ultrapar Holdings Inc), Deposit Agreement (Bank of New York / Adr Division)
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 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 tradinglaw) 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 (or any other appointed agent of the Company for transfer and registration of the 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 for 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 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 or 6.02 (other than any execution and delivery of Receipts in connection with (i) the initial issuance of Receipts under the Deposit Agreement and (ii) a public and/or private primary offering of Shares represented by Receipts by the Company occurring within three years from the date hereof), (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 4.01 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 Global 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) 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 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)
Charges of Depositary. The Company agrees to pay the fees 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), Deposit Agreement (Glaxosmithkline 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 4.034.03 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 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 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), Deposit Agreement (Infosys Technologies LTD /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: Deposit Agreement (Futuremedia PLC), Deposit Agreement (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 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 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 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 and reasonable expenses and 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 4.03)) 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 Registrar) and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency Foreign Currency pursuant to Section 4.05, (5) a fee not in excess of $5.00 or less per 100 American Global Depositary Shares Securities (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 2.05 and or 6.02, (6) to the extent permitted by any securities exchange on which the Global Depositary Securities may be listed for trading, a fee not in excess of $0.02 per Global Depositary Security 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 Global Depositary Shares Securities 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 4.06 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 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
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 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 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).
Appears in 1 contract
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 express agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present detailed statements its statement duly itemized 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 exchange on which the American Depositary Shares are admitted for trading) listed or traded, 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 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 or exchanges of Shares generally on the Share register of the Company or Foreign Registrar or, if applicable, its agent and applicable to transfers or exchanges of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such air courier, cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement, (4) 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 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, except in the case of a cash dividend or other cash distribution received from the Company on any deposited Shares 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 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 net proceeds distributed Company and (ii) the amount of such proceedsits affiliates and in Receipts.
Appears in 1 contract
Samples: Deposit Agreement (Axa)
Charges of Depositary. The Company Issuer agrees to pay the fees fees, reasonable expenses and reasonable out-of-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 1 contract
Samples: Deposit Agreement (Arm Holdings 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 charge the following fees for such expenses to the Company at least once every three months. The charges and expenses services performed under the terms of the Custodian Deposit Agreement: (i) to any person to whom American Depositary Shares are for issued upon the sole account deposit of Shares or to any person to whom a distribution is made in respect of American Depositary Share distributions pursuant to stock dividends or other free distributions of stock, bonus distributions, stock splits or other distributions (except where converted to cash), a fee not in excess of U.S. $5.00 per 100 American Depositary Shares (or fraction thereof) so issued under the terms of the Deposit Agreement to be determined by the Depositary. The following charges ; (ii) to any person surrendering American Depositary Shares for cancellation and withdrawal of Deposited Securities including, inter alia, cash distributions made pursuant to a cancellation or withdrawal, a fee not in excess of U.S. $5.00 per 100 American Depositary Shares (or fraction thereof) so surrendered; (iii) to the extent permitted not prohibited by applicable law or the rules of any securities exchange on upon which the American Depositary Shares are admitted primarily quoted, to any Holder of American Depositary Shares, a fee not in excess of U.S. $2.00 per 100 American Depositary Shares held for trading) shall be incurred by any party depositing the distribution of cash proceeds, including cash dividends or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (includingsale of rights and other entitlements, without limitation, issuance not made pursuant to a stock dividend cancellation or stock split declared withdrawal, provided, however, that no fee shall be payable upon distribution of cash dividends so long as the charging of such fee is prohibited by the Company exchange upon which the American Depositary Shares are listed; (iv) to any holder of American Depositary Shares, a fee not in excess of U.S. $5.00 per 100 American Depositary Shares (or an exchange portion thereof) issued upon the exercise of stock regarding rights or which would have been issued in the Receipts or event the Holder elects to sell the rights. In addition, Holders and persons depositing Shares for deposit and persons surrendering American Depositary Shares for cancellation and withdrawal of Deposited Securities or a distribution of Receipts pursuant will be required to Section 4.03), whichever applicablepay the following charges: (1i) taxes (including applicable interest and penalties) and other governmental charges, ; (2ii) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on or other Deposited Securities with the Share register of the Company or Foreign Registrar and applicable to transfers of Shares or other Deposited Securities to or from the name of the Custodian, the Depositary or its nominee or the Custodian or its nominee on any nominees upon the making of deposits or withdrawals hereunderand withdrawals, respectively; (3iii) such cable, telex telex, facsimile and facsimile electronic transmission and delivery expenses as are expressly provided in this the Deposit Agreement, Agreement to be at the expense of the person depositing or withdrawing Shares or Holders of American Depositary Shares; (4iv) such the expenses as are and charges incurred by the Depositary in the conversion of foreign currency pursuant currency; (v) such fees and expenses as are incurred by the Depositary in connection with compliance with exchange control regulations and other regulatory requirements applicable to Section 4.05Shares, (5) a fee not in excess of $5.00 or less per 100 Deposited Securities, American Depositary Shares and Receipts; (or portion thereofvi) for the execution fees and expenses incurred by the Depositary in connection with the delivery of Receipts pursuant Deposited Securities, including any fees of a central depository for securities in the local market, where applicable; and (vii) any additional reasonable fees, charges, costs or expenses that may be incurred by the Depositary from time to Sections 2.03 or 4.03 time. Any other charges and expenses of the Depositary under the Deposit Agreement will be paid by the Company after consultation and upon agreement between the Depositary and the surrender Company. All fees and charges may, at any time and from time to time, be changed by agreement between the Depositary and Company but, in the case of Receipts pursuant to Section 2.05 fees and charges payable by Holders, only in the manner contemplated by paragraph (620) a fee of this Receipt.The Depositary may retain 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 its own account any compensation 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 Receipts against evidence of rights distributed to them pursuant to Section 4.02 or 4.04receive Shares, respectively, but which securities or rights are instead sold by including without limitation earnings on the Depositary and the net proceeds distributed and (ii) the amount of collateral securing such proceedsrights.
Appears in 1 contract
Samples: Deposit Agreement (Signet Group PLC)
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 as and to the extent set forth in accordance with agreements in writing entered into a separate written agreement, between the Depositary Issuer and the Company Depositary. The charges set forth therein may be changed from time to timetime hereafter only by written agreement between the Issuer and the Depositary. Notwithstanding anything to the contrary set forth in such separate agreement, the Issuer shall not pay or be liable for (1) the fees of the Depositary for the execution and delivery of Receipts pursuant to Section 2.3, transfers pursuant to Section 2.4, the surrender of Receipts pursuant to Section 2.5, and the making of any distribution pursuant to this Deposit Agreement, including but not limited to Sections 4.1 through 4.4 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 of Shares generally on the share register of the Issuer (or the appointed agent of the Issuer for transfer and registration of Shares which may but need not be the Foreign Registrar) and accordingly applicable to transfers of Shares to the name of the Depositary or its nominee or Custodian or its nominee on the making of deposits or withdrawals hereunder, (4) such cable, telex and facsimile transmission expenses as are expressly provided in this Deposit Agreement to be at the expense of persons depositing Shares or Owners, and (5) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5. 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 charge any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company Issuer or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03), whichever applicable: (14.3 hereof) taxes and other governmental charges, (2) such registration fees 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) who surrenders Receipts a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution issuance or surrender, respectively, of a Receipt. In addition, the Depositary shall charge the Owners and delivery holders of Receipts pursuant to Sections 2.03 or 4.03 and the surrender of Receipts pursuant to Section 2.05 and (6) 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, 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 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, respectively4.4, but which securities or rights are instead sold by the Depositary Depositary, and the net proceeds distributed distributed. 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 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 and 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 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 (if applicable) 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 (except that no fee or charges shall be payable in connection with the initial issuance of Receipts hereunder) 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 (Promotora Y Operadora De Infraestructura, S.A.B De C.V.)
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, 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 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 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: (1a) taxes and other governmental charges, (2b) 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 hereunderunder the Deposit Agreement or any other similar fees or charges, (3c) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit Agreement, (4d) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05, 4.6 of the Deposit Agreement and (5e) a fee not fees as provided in excess of $5.00 or less per 100 American Depositary Shares Exhibit B to the Deposit Agreement for (or portion thereofi) for the execution and delivery of Receipts pursuant to Sections 2.03 or 4.03 Section 2.3 of the Deposit Agreement 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 4.04, 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 2.5 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 4.04Deposit Agreement, 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 thereof, and (iii) a receipt or Receipts for transfers, split ups or combinations made pursuant to the terms of such proceedsthe Deposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (Henderson Land Development Company LTD /Fi)
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 Company, a CSD 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, 2.11, 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 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 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
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 $.0205 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
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 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 (i) the initial issuance of Receipts under the Deposit Agreement and (ii) a public and/or private offering of Shares represented by Receipts by the Company occurring within 3 years from the date hereof), (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 (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.
Appears in 1 contract
Samples: Deposit Agreement (Cesp Companhia Energetica De Sao Paulo /Fi)
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 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 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, (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, and (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. No fee will be charged by the Depositary to any Owner or Beneficial Owner in connection with such Owners’s or Beneficial Owner’s exercise of voting rights relating to any Shares underlying the American Depositary Shares. 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 1 contract
Charges of Depositary. Any person seeking indemnification hereunder (an “Indemnified Person”) shall notify the person from whom it is seeking indemnification (the “Indemnifying Person”) of the commencement of any indemnifiable action or claim promptly after such Indemnified person becomes aware of such commencement and shall consult in good faith with the Indemnifying Person as to the conduct of the defense of such action or claim, which defense shall be reasonable under the circumstances. No Indemnified Person shall compromise or settle any such action or claim without the consent in writing of the Indemnifying Person. 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 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 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 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 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 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 (Bank of New York / Adr Division)
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 Dollars 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 0.05 Dollars 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, (8) for the operation and maintenance costs in administering the net proceeds distributed American Depositary Shares an annual fee not in excess of 5.00 Dollars per 100 American Depositary Shares (or portion thereof), and (ii9) any other charge payable by any of the amount 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 in accordance with Section 4.6 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). 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 (Deutsche Bank Trust Co Americas/ ADR Group)
Charges of Depositary. The Company agrees to pay the fees and reasonable expenses and 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 4.03)) 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 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 Foreign Currency pursuant to Section 4.05, (5) a fee not in excess of $5.00 or less per 100 American Global Depositary Shares Securities (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 2.05 and or 6.02, (6) to the extent permitted by any securities exchange on which the Global Depositary Securities may be listed for trading, a fee not in excess of $0.02 per Global Depositary Security 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 Global Depositary Shares Securities 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 4.06 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 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
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: Deposit Agreement (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 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 (62.05, (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 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
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 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 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 connection with the conversion of foreign currency pursuant to Section 4.05into U.S. dollars, JPMorgan Chase Bank, N.A. (“JPMorgan”) shall deduct out of such foreign currency the fees, expenses and other charges charged by it and/or its agent (which may be a division, branch or affiliate) so appointed in connection with such conversion (JPMorgan and/or its agent may act as principal for such conversion of foreign currency), (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 $0.04 or less per American Depositary Share on any cash dividend and cash distribution made pursuant to the Deposit Agreement and which will be payable in the manner described in clause (9) below, (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 Holders, (8) to the extent the Depositary has not collected a fee of $0.04 per American Depositary Share in a calendar year under (6) above, a fee of $0.04 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and which will be payable in the manner described in clause (9) below; and (9) a fee for the reimbursement of such fees, charges and expenses as are incurred by the Depositary and/or any of its agents (including, without limitation, the Custodian and expenses incurred on behalf of Holders in connection with compliance with foreign exchange control regulations or any law or regulation relating to foreign investment) in connection with the servicing of the Shares or other Deposited Securities, the sale of securities (including, without limitation, Deposited Securities), the delivery of Deposited Securities or otherwise in connection with the Depositary's or its Custodian's compliance with applicable law, rule or regulation (which fees and charges shall be assessed on a proportionate basis against Holders as of the record date or dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Holders or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary anticipates making contributions to the Company in connection with the American Depositary Receipt program upon such terms and conditions as the Company and the net proceeds distributed Depositary may agree from time to time. The Depositary may make available to the Company a set amount or a portion of the Depositary fees charged in respect of the American Depositary Receipt program or otherwise upon such terms and (ii) conditions as the amount Company and the Depositary may agree from time to time. The Depositary reserves the right to utilize a division, branch or affiliate of JPMorgan Chase Bank, N.A. to direct, manage and/or execute any public and/or private sale of securities under the Deposit Agreement. Such division, branch and/or affiliate may charge the Depositary a fee in connection with such proceedssales, which fee is considered an expense of the Depositary contemplated hereunder.
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 fees, 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 charges and expenses to the Company at least once every three months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall (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, 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 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 of any Series or by any party surrendering Receipts of a particular Series or to whom such 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 of a particular Series or a distribution of Receipts pursuant to Section 4.03), 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 of any Series generally on the Share register of the Company or Foreign Registrar for the corresponding Series and applicable to transfers of Shares of any Series 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 of the corresponding Series pursuant to Sections 2.03 Section 2.03, 4.03 or 4.03 4.04 and the surrender of Receipts of the corresponding Series pursuant to Section 2.05 and or 6.02, (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 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 Holders and (ii7) 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 of any Series 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
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 Owner, 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 a fee of $1.50 or less per American Depositary Share for the registration of transfers of Shares generally on the Share shareholders' register of the Company Company, a CSD 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 0.05 or less per 100 American Depositary Shares (or portion thereof) Share for the execution and delivery of Receipts pursuant to Sections 2.03 Section 2.03, 2.11, 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 $0.02 or less per American Depositary Share for any cash distribution made pursuant to Section 4.01, (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 all 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 securities (for purposes of this clause 6 treating all such Such securities as if they were Shares) or Shares received in exercise of rights distributed to them pursuant to Section 4.02 or 4.02, 4.03 and/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, or (8) to the extent permitted under applicable laws and regulations, a fee of US$0.02 or less per American Depositary Share (or portion thereof) per calendar year for the services performed by the Depositary in administering the Receipts (which fee shall be assessed against Owners as of the record date or dates determined pursuant to Section 4.06 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).
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 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 and other governmental charges, (2) 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 Depositary in the conversion of foreign currency pursuant to Section 4.05, (5) or who surrenders Receipts a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution issuance or surrender, respectively, of a Receipt. In addition, the Depositary shall charge the Owners and delivery holders of Receipts pursuant to Sections 2.03 or 4.03 and the surrender of Receipts pursuant to Section 2.05 and (6) 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, respectively4.04 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 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 distributed. 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, transfers pursuant to Section 2.04 of the Deposit Agreement, the surrender of Receipts pursuant to Section 2.05 of the Deposit Agreement, and the making of any cash distribution made pursuant to the Deposit Agreement, including, but not limited to, Section 4.01 through 4.04 thereof (ii) taxes and other governmental charges, (iii) such registration fees 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 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. Any other charges of the Depositary hereunder will be paid by the Company after consultation and agreement between the Depositary and the Company as to the amount and nature of such proceedscharges. Subject to Section 6.01 of the Deposit Agreement, the amount and responsibility for payment of any such charges of the Depositary, as well as any expenses of the Depositary, may at any time and from time to time be changed by agreement between the Company and the Depositary.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
Charges of Depositary. The Company Bank 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 Bank from time to time. The Depositary shall present detailed statements its statement for such charges and expenses to the Company at least Bank in arrears 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 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 Bank 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, 4.04 or 4.03 4.05 and the surrender of Receipts pursuant to Section 2.05 and or Section 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 4.05 hereof, (7) a fee not in excess of $1.50 per certificate of a Receipt or Receipts for transfers made pursuant to the terms of the Deposit Agreement and (8) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 4 02, 4 03 or 4.044 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 Holders of 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 4.02, 4 03 or 4.044 04, respectively, but which securities or rights are instead sold by the Depositary and the net proceeds distributed and (ii) the amount of such proceedsdistributed.
Appears in 1 contract
Samples: Deposit Agreement (Governor & Co of the Bank of Ireland)
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 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 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 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 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 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 Issuer 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) or by any party presenting Receipts pursuant to Section 2.4 or 2.5 hereof, 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 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 4.054.5, (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 and the proceeds of such sale distributed by the Depositary and the net proceeds distributed to Owners, (7) 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 4.1 through 4.3 hereof, (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 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 (Deutsche Bank Trust Co Americas/ ADR Group)
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 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 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 en- tered 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 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 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 4.054.5 of the Deposit Agreement, (5) a fee not in excess of $5.00 or less 10.00 per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to 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 per American Depositary Share (or portion thereof) for any cash distri- bution made pursuant to the distribution Deposit Agreement including, but not limited to Sections 4.1 through 4.4 thereof 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 4.04, 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 Bank of securities (for purposes of this clause 6 treating all such securities New York, other than in its capacity 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 under the Deposit Agreement, may own and deal in any class of secu- rities of the net proceeds distributed Company and (ii) its affiliates and in Receipts. The Depositary, in its capacity as Depositary, shall be permitted to engage in PreRelease activities in ac- cordance with Section 2.9 of the amount Deposit Agreement and in transactions in securities of the Company associated with such proceedsactivities, and may own and sell Deposited Securities as expressly provided in the Deposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (Chevalier Itech Holdings LTD/Fi)
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 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 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 If any such fees, expenses or charges are owing by the Company, the Depositary shall present detailed statements its statement for such fees, charges and expenses to the Company at least once every three months. The fees, charges and expenses of the any 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 and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the any 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 property 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 any 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
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 -44- 48 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 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 American Depositary Shares or to whom Receipts American Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts American Depositary Shares or Deposited Securities or a distribution of Receipts American Depositary Shares pursuant to Section 4.03), 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 American Depositary Shares 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 this Deposit Agreement, including, but not limited to Sections 4.01 through 4.04 hereof and (67) a fee for the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 or 4.04, respectively4.02, such fee (which may be deducted from such proceeds) being in an amount equal to the lesser of (i) the fee for the issuance 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 American Depositary Shares.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
Charges of Depositary. The Company Issuer agrees to pay the fees 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. (a) 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 (which, for the avoidance of doubt shall exclude all charges, fees and expenses payable pursuant to Section 5.09(b) of the Deposit Agreement) 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 expenses charges and expenses, if any, to the Company at least once every three months. The charges and expenses of the Custodian are for the sole account of the Depositary. For the avoidance of doubt, the parties acknowledge that the Company shall not be responsible under this Agreement, among other things, for any charges payable pursuant to Section 5.09(b) of the Deposit Agreement.
(b) 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 (including without limitations the United Kingdom stamp duty and stamp duty reserve tax and any similar duties or taxes), (2) such registration fees 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 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 the Deposit Agreement including, but not limited to, Sections 4.1 through 4.4 thereof, (7) a fee of $1.50 or less per certificate for a Receipt or Receipts for transfers made pursuant to Section 2.04 of the Deposit Agreement and (8) 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 (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 to Owners.
(c) The Depositary, subject to Section 2.09 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.
Appears in 1 contract
Samples: Deposit Agreement (Invensys PLC/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 4.034.03 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 (if applicable) 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, of the Deposit Agreement, 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 (Natuzzi S P A)
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 (if applicable) 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 (Natuzzi S P A)
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, (viii) together with all expenses, transfer and registration fees, taxes, duties, governmental or rights are instead sold other charges payable by the Depositary, any Agent or the Custodian in connection with any of the above, including, but not limited to, charges imposed by any court, regulatory body or central depository for securities, 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 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 therefore.
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 (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 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 and reasonable fees, out-of-pocket charges and expenses of the Depositary and those the Registrar, co-transfer agent and co-registrar, and any other agent of any Registrar only the Depositary appointed under this Deposit Agreement in accordance with the written agreements in writing entered into between the Depositary Company and the Company Depositary from time to time. 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 are 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 transfers, if any, of Shares generally on the Share share register of the Company (or any appointed agent of the Company for transfer and registration of Shares which may be the Foreign Registrar 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 2.2 or 2.5, (3) such cable, telex and telex, facsimile transmission and delivery expenses as are expressly provided in this 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 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, (7) 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) in delivery of Deposited Securities, and (68) ) 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 (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 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) its Affiliates and in Receipts. The right of the amount Depositary to receive payment of fees, charges and expenses as provided in this Section 5.10 shall survive the termination of this Deposit Agreement and, as to any Depositary, the resignation or removal of such proceedsDepositary pursuant to Section 5.5.
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 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: (1a) taxes and other governmental charges, (2b) such registration fees 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, (3c) such cable, telex and facsimile transmission expenses as are expressly provided in this the Deposit Agreement, (4d) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05, 4.6 of the Deposit Agreement and (5e) a fee not fees as provided in excess of $5.00 or less per 100 American Depositary Shares Exhibit B to the Deposit Agreement for (or portion thereofi) for the execution and delivery of Receipts pursuant to Sections 2.03 or 4.03 Section 2.3 of the Deposit Agreement 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 4.04, 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 2.5 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 4.04Deposit Agreement, 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 thereof, and (iii) a receipt or Receipts for transfers, split ups or combinations made pursuant to the terms of such proceedsthe Deposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (Lenovo Group 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 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 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 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 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 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 1 contract
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 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 may charge any partyThe 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 or 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 issuance or surrender, respectively, of a Receipt. The Company or the Depositary will pay, in accordance with Section 5.09 of the Deposit Agreement, all other charges and expenses of the Depositary, with the exception of (1) any tax, duty or other governmental charge (including, without limitation, issuance any amounts in respect of any applicable stamp taxes)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 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 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 theits nominee of either on the making of deposits or withdrawals hereunderhereunderunder 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 Holders of Receipts, (4) amounts deducted from the proceeds of sales as provided in the Deposit Agreement and (5, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant into U.S. dollars as described in paragraph (10) (which are reimbursable out of such foreign currency). The Depositary may, subject to agreement of the Company, charge any Holder such a fee 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 (13pursuant 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 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 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 Holders, (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 (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 4.06 of the Deposit Agreement and shall be collected 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
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 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 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 4.03), 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 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 4.03 and the surrender of Receipts pursuant to Section 2.05 and 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 such distributions made pursuant to Sections 4.01 through 4.04 hereof, 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 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)) 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 4.05, (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 $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 hereof (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, 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) 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 the 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.
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Samples: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
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. .
(1) The following charges (party for whom deposits are made or receiving Receipts shall pay up to the extent permitted by applicable law or the rules of any securities exchange on which the $5.00 per 100 American Depositary Shares are admitted (or fraction thereof) for tradingthe issuance of Receipts; upon deposit of Shares (including deposits pursuant to Stock dividends, exercise of rights, or any other deposits).
(2) shall be incurred by any party depositing or withdrawing Shares or by any The party surrendering Receipts or making withdrawal shall pay up to $5.00 per 100 American Depositary Shares (or fraction thereof) for the deliver of Deposited Securities against surrender of Receipts.
(3) The party to whom Receipts are issued distribution, or for whom the sale or exercise of rights, is made shall pay up to $2.00 per 100 American Depositary Shares for the distribution of cash dividends, distribution of cash proceeds from the sale of rights or other corporate action involving distributions to shareholders (includingexclusive of an exercise of rights by Holders or the issuance of a stock dividend).
(4) The party to whom distribution is made shall pay up to $5.00 per 100 American Depositary Shares for the distribution of stock dividend, without limitation, issuance distribution of shares pursuant to a stock dividend or stock split declared an exercise of rights by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03)Holders. In addition, whichever applicable: Owners will pay (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, Agreement and (4) such expenses and charges as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.054.5 The Depositary, subject to Article (5) a fee not 8) hereof, may own and deal 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 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.
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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)